Nebius Plans $4.5B Convertible Debt Raise for AI Infrastructure

Nebius targets $4.5 billion in convertible debt

Nebius Group announced plans to raise $4.5 billion through a private offering of convertible notes, marking one of the larger capital raises in the AI infrastructure sector this year. The Amsterdam-headquartered AI cloud provider will issue the debt in two tranches: $2.75 billion in notes maturing in 2030 and $1.75 billion maturing in 2034, according to details first reported by Reuters.

The company has also structured the offering to allow purchasers to exercise options for an additional $375 million of the 2030 notes and $300 million of the 2034 notes, potentially bringing the total raise to $4.875 billion.

Proceeds will fund expansion of data center capacity, development of Nebius's full-stack AI cloud platform, and acquisition of GPUs and other critical components required to support customer demand.

Heavy infrastructure spending continues

The capital raise comes as Nebius maintains an aggressive investment pace in physical infrastructure. The company ended June with $8.04 billion in cash and cash equivalents, but deployed $5.66 billion on property, equipment, and intangible assets during the second quarter alone. That spending level reflects the capital-intensive nature of building AI cloud infrastructure at scale.

Alongside the new debt offering, Nebius expects to negotiate exchanges with certain holders of its existing convertible notes due in 2029 and 2031, swapping portions of those obligations for Class A shares. This maneuver would reduce near-term debt obligations while diluting existing equity holders.

Nebius shares fell more than 7% in premarket trading following the announcement. The company noted that completion of the offering remains subject to market conditions.

Why it matters

The size of Nebius's capital raise underscores the enormous infrastructure investments required to compete in AI cloud services. With hyperscalers and specialized providers racing to secure GPU capacity and build out data centers, companies need access to billions in capital simply to maintain competitive positioning. The convertible debt structure allows Nebius to raise funds without immediate equity dilution, though conversion would eventually increase share count. For investors and competitors, the company's $5.66 billion quarterly capital expenditure—against $8 billion in starting cash—signals both the scale of opportunity in AI infrastructure and the financial intensity required to capture it.

Details of the offering were first reported by Reuters.