Nebius, the Nasdaq-listed AI infrastructure firm, trading under NBIS, had initially proposed a $3.75 billion raise a day earlier before expanding the offering. The private placement, sold to qualified institutional buyers under Rule 144A, includes two tranches: $2.25 billion in 1.250% notes due 2031 and $1.75 billion in 2.625% notes due 2033.

Nebius, formerly part of Yandex, has repositioned itself as a European AI infrastructure provider focused on full-stack cloud services, data centers, and GPU procurement. Its rapid expansion comes amid escalating demand for AI compute capacity, placing it in direct competition with firms scaling similar infrastructure to support large-scale model training and deployment.

The offering is expected to settle March 20, with net proceeds estimated at approximately $3.96 billion, or up to $4.55 billion if an additional allotment option is fully exercised. The company granted purchasers the right to buy up to $600 million in extra notes across both maturities within 13 days of issuance.

Nebius’ shares via tradingview.com

Interest on the notes will be paid semiannually beginning Sept. 15, 2026. Both tranches include conversion features tied to Nebius’ Class A shares, with initial conversion prices set at roughly $183.22 and $180.31 per share—representing premiums of more than 50% above the company’s March 17 closing price of $116.33.

Proceeds are earmarked for data center construction, GPU procurement, and broader AI cloud development, alongside general corporate purposes. The capital raise follows two major strategic moves: a $2 billion partnership with Nvidia focused on AI infrastructure and a commercial agreement with Meta Platforms that could reach up to $27 billion in value.

Despite the strong demand behind the upsized deal, Nebius shares declined roughly 9% to 12% after the initial announcement, reflecting investor sensitivity to potential dilution tied to convertible securities. The structure, however, provides flexibility by allowing settlement in cash, shares, or a combination, while incorporating call protection and conversion adjustments tied to market performance.

The transaction builds on Nebius’ prior capital raise in September 2025, when it combined equity issuance with convertible notes totaling more than $4 billion. The latest offering signals a continued push to secure funding as competition intensifies in AI infrastructure, where access to capital, power, and chips increasingly determines market position.

• What is Nebius raising funds for?
  The company plans to use proceeds for data centers, GPUs, and AI cloud infrastructure expansion.
• Why was the offering increased to $4 billion?
  Strong demand from institutional investors led Nebius to upsize the deal.
• What are the key terms of the notes?
  They include two maturities (2031 and 2033) with interest rates of 1.250% and 2.625%.
• How does this impact Nebius stock?
  Shares fell after the announcement, reflecting dilution concerns tied to convertible notes.

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