UPDATE: Nebius Group Upsizes Convertible Notes Offering From $3.75B To $4B To Fund AI Data Center And Cloud Expansion

Nebius Group N.V. (("Nebius Group" or the "Company", NASDAQ:NBIS), a leading AI infrastructure company, today announced the pricing of its offering of $4.0 billion aggregate original principal amount of convertible senior notes, in two series: $2.25 billion aggregate original principal amount of 1.250% convertible notes due 2031 (the "2031 Notes") and $1.75 billion aggregate original principal amount of 2.625% convertible notes due 2033 (the "2033 Notes", and together with the 2031 Notes, the "Notes"), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering was upsized from the previously announced offering size of $3.75 billion aggregate original principal amount of the Notes. The issuance and sale of the Notes are expected to settle on March 20, 2026, subject to customary closing conditions. Nebius Group has also granted the initial purchaser an overallotment option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $337.5 million aggregate original principal amount of 2031 Notes and up to an additional $262.5 million aggregate original principal amount of 2033 Notes. The Company estimates that the net proceeds from the offering of the Notes will be approximately $3.96 billion (or approximately $4.55 billion if the initial purchaser fully exercises its option to purchase additional notes), after deducting the initial purchaser's discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering of the Notes to finance expenditures related to the construction and build-out of its data centers, investments to develop its full-stack AI cloud, the expansion of its data center footprint and the procurement of key components (including GPUs), and for general corporate purposes. The Notes will be issued pursuant to respective indentures (the "Indentures") between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes will be senior, unsecured obligations of the Company and will bear interest on the original principal amount thereof at an annual rate of 1.250%, in the case of the 2031 Notes, and 2.625%, in the case of the 2033 Notes, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.