Nebius priced an upsized $5.0 billion convertible notes offering on Aug 19, 2026
Nebius Group priced an upsized $5.0 billion private offering of convertible senior notes on Aug 19, 2026, up from the $4.5 billion it had announced earlier. The offering was $3.0 billion of 0.50% convertible notes due 2030 and $2.0 billion of 4.50% convertible notes due 2034, with initial conversion prices of about $313.46 and $324.65 a Class A share, premiums of about 40.0% and 45.0% to the $223.90 last reported sale price on Nasdaq on Aug 19. Nebius also agreed to exchange $400 million of original principal of its existing 2029 notes and $400 million of its existing 2031 notes for about 15.8 million Class A shares, and estimated net proceeds of about $4.94 billion, or $5.68 billion if the initial purchasers took their full option. The Amsterdam press release of Aug 19, 2026 is Exhibit 99.1 to a 6-K, the report a foreign company files with the SEC, filed on Aug 20, 2026.1,2,3,4,5,6,7,8,9,10
How each figure was checked
- The 6-K index describes a press release dated August 19, 2026 announcing the pricing of an upsized private offering of $5.0 billion of convertible senior notesAugust 19, 2026; $5.0 billionNebius, Form 6-K filed Aug 20, 2026 (SEC EDGAR) ↗
- The offering was upsized from the previously announced $4.5 billion aggregate original principal amount$4.5 billionExhibit 99.1: press release on the pricing of the convertible notes offering (SEC EDGAR) ↗
- Two series: $3.0 billion of 0.50% notes due 2030 and $2.0 billion of 4.50% notes due 2034$3.0 billion; 0.50%; 2030; $2.0 billion; 4.50%; 2034Exhibit 99.1: press release on the pricing of the convertible notes offering (SEC EDGAR) ↗
- Initial conversion price of the 2030 notes and premium over the last reported sale price on Nasdaq on August 19, 2026$313.46; 40.0%; $223.90; August 19, 2026Exhibit 99.1: press release on the pricing of the convertible notes offering (SEC EDGAR) ↗
- Initial conversion price of the 2034 notes and premium over the last reported sale price$324.65; 45.0%; $223.90Exhibit 99.1: press release on the pricing of the convertible notes offering (SEC EDGAR) ↗
- Exchange agreements: $400 million of 2029 notes and $400 million of 2031 notes for approximately 15.8 million Class A shares$400 million; 2029; $400 million; 2031; 15.8 millionExhibit 99.1: press release on the pricing of the convertible notes offering (SEC EDGAR) ↗
- Estimated net proceeds of approximately $4.94 billion, or approximately $5.68 billion if the initial purchasers fully exercise their option, after the initial purchasers' discounts and commissions and estimated offering expenses$4.94 billion; $5.68 billionExhibit 99.1: press release on the pricing of the convertible notes offering (SEC EDGAR) ↗
- Dateline of the press releaseAmsterdam, August 19, 2026Exhibit 99.1: press release on the pricing of the convertible notes offering (SEC EDGAR) ↗
- Day the 6-K was filedAug 20, 2026
- Form of the filing6-K
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The record
- Company
- Nebius (CIK 1513845)
- Form
- 6-K
- Accession
- 0001104659-26-098924
- Filed
- Aug 20, 2026
- Period of report
- Aug 20, 2026
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