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Nebius: US$4bn convertible notes (2026)

Convertible notes for Nebius, US$4bn, 18 March 2026.

Key terms

Borrower or issuer
Nebius
Date
18 March 2026
Structure
Convertible notes
Amount
US$4bn
Pricing
1.25%
Tenor
15 March 2031 and 15 March 2033

What’s notable

US$4bn of unsecured convertible notes at 1.25%, split between 2031 and 2033 maturities, to fund data centre construction and GPUs. It is one of the largest neocloud convertibles and shows equity-linked debt being used to fund capex at scale.

Recorded terms

Lender type
Bonds and securitisationsStructure: convertible
Tenor
15 March 2031 and 15 March 2033
Security
unsecured

Parties

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Filed documents and legal terms

The documents behind this financing that are filed on SEC EDGAR, with the governing law each states. Read any document in full before relying on it; filers may redact commercial terms.

Filed documents
1
Governing law
New York law
Quoted in the clause and contract libraries
0
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or an

From the Convertible Note Purchase Agreement (EX-10.1), filed with the SEC.

Filed documentDatedGoverning lawIn InfraCompute
Convertible Note Purchase Agreement (EX-10.1)24 June 2024New York law–

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Sources

  1. Nebius pricing of upsized $4.0bn convertible notesSource date: 18 March 2026
  2. Nebius closing of convertible notes with approximately$4.3bn proceedsSource date: 20 March 2026

About this record

Compiled from the sources above. Terms are as announced and may have changed since. Methodology · Send a correction.

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