Nebius Group announces closing of private offering of convertible senior notes, with aggregate gross proceeds of approximately $5.75 billion

AMSTERDAM, August 24, 2026--Nebius Group N.V. ("Nebius Group" or the "Company"; NASDAQ: NBIS), the AI cloud company, today announced the closing of its previously announced offering of convertible senior notes, in two series: 0.50% convertible notes due 2030 (the "2030 Notes") and 4.50% convertible notes due 2034 (the "2034 Notes", and together with the 2030 Notes, the "Notes"), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The initial purchasers exercised in full their options to purchase an additional $450 million aggregate original principal amount of 2030 Notes and $300 million aggregate original principal amount of 2034 Notes. Accordingly, the aggregate original principal amount of the 2030 Notes is $3.45 billion, the aggregate original principal amount of the 2034 Notes is $2.3 billion, and the total aggregate original principal amount of the Notes is $5.75 billion.

Concurrently with the pricing of the offering of the Notes, in separate, privately negotiated transactions, the Company entered into exchange agreements with a limited number of holders of the Company's 2.00% Convertible Senior Notes due 2029 (the "2029 Notes") and 3.00% Convertible Senior Notes due 2031 (the "2031 Notes" and, together with the 2029 Notes, the "Existing Notes") to exchange $400 million aggregate original principal amount of the 2029 Notes and $400 million aggregate original principal amount of the 2031 Notes for an aggregate of approximately 15.8 million of its Class A ordinary shares, par value €0.01 ("Class A shares"). The terms of each such exchange were individually negotiated with each participating holder. Holders of the Existing Notes that participated in such exchanges may sell the Class A shares in the open market and/or enter into or unwind various derivative transactions in connection with hedge positions they may have with respect to the Existing Notes. These activities could decrease (or reduce the size of any increase in) the market price of the Class A shares or the trading price of the Company's other securities.

As previously communicated, the Company intends to use the net proceeds from the offering of the Notes to finance the continuing growth of its business, including 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.