Nebius Group announces proposed private offering of $4.50 billion of convertible senior notes

AMSTERDAM, August 19, 2026--Nebius Group N.V. ("Nebius Group" or the "Company"; NASDAQ: NBIS), the AI cloud company, today announced its intention to offer, subject to market and other conditions, $4.50 billion aggregate original principal amount of convertible senior notes, in two series: $2.75 billion aggregate original principal amount of convertible notes due 2030 (the "2030 Notes") and $1.75 billion aggregate original principal amount of 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 "Securities Act"). Nebius Group also expects to grant the initial purchasers of the Notes an 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 $375 million aggregate original principal amount of 2030 Notes and up to an additional $300 million aggregate original principal amount of 2034 Notes.

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.

Concurrently with the pricing of the offering of the Notes, in separate, privately negotiated transactions, the Company expects to enter into exchange agreements with a limited number of holders of the Company's 2.00% Convertible Senior Notes due 2029 (the "2029 Notes") and/or 3.00% Convertible Senior Notes due 2031 (the "2031 Notes", and together with the 2029 Notes, the "Existing Notes") to exchange a portion of the outstanding Existing Notes for the Company's Class A ordinary shares, par value €0.01 ("Class A shares"). The terms of each such exchange are anticipated to be individually negotiated with each participating holder and will depend on several factors, including the market price of the Class A shares and the trading price of the respective Existing Notes at the time of each such exchange. Holders of the Existing Notes that participate in any 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 and, if conducted concurrently with the offering of the Notes, may also impact the initial conversion price of the Notes. The offering of the Notes is not contingent on the consummation of any of the proposed exchange transactions, and there can be no assurance that any such transactions will be completed or as to the aggregate principal amount, if any, of the Existing Notes that will be exchanged.