← Nebius · FinancingEdit
0.50% Convertible Senior Notes due 2030
Aug 24, 2026 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$3.45B
Net proceeds
$5.68B
Coupon
0.5%
Issue date
Aug 24, 2026
Maturity
2030
Seniority
Conversion ratio
3.1902 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$313.46
Underlying shares
11,006,189calculated: principal ÷ conversion price, unless directly stated
Dilution %
4.0%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Economic analysis
Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $313.46Notes redeemed for cash at maturity (or company's election); no dilution.
Above $313.46In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
271,855,218
Stock price / market cap (as of issue date)
$210.9 · $57.33 mkt cap
Use of proceeds
Data center construction/build-out, Full-Stack AI Cloud development, GPU procurement, general corporate purposes
Other financing outstanding (excl. this instrument)
Private placement of Class A ordinary shares at $21.00/share ($700.0M), 2.00% Convertible Senior Notes due 2029 ($100.0M), 3.00% Convertible Senior Notes due 2031 ($100.0M), 1.00% Convertible Senior Notes due 2030 ($1.38B), 2.75% Convertible Senior Notes due 2032 ($1.38B), Public offering of Class A ordinary shares at $92.50/share ($1.00B), At-the-market equity program (up to 25 million Class A shares), Nvidia pre-funded warrant for Class A ordinary shares ($2.00B), 1.250% convertible senior notes due 2031 ($2.59B), 2.625% convertible senior notes due 2033 ($1.75B), Senior secured debt facility (backed by GPU infrastructure and contracted cash flows) ($775.0M), Senior secured bridge term loan facility due October 2027 ($3.50B)
— of which existing debt
$15.26B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedNebius closes $5.75 billion of convertible senior notes
Aug 24, 2026