Priced, and upsized to $5B. ✅
$3B of 0.5% notes due 2030
Conversion price $313.46, a 40% premium
$2B of 4.5% notes due 2034
Conversion price $324.65, a 45% premium
Option for an additional $750M
If every note converts, that's 15.7M new Class A shares. Against 271.9M outstanding, 5.8% dilution, or 6.7% if the initial purchasers take the full option (likely).
The amount owed accretes on a fixed schedule: every $1,000 borrowed becomes $1,100 on the 2030s and $1,250 on the 2034s. So $5B borrowed becomes $5.8B owed at maturity. But interest is calculated only on the original principal, meaning annual cash interest is just $105M. The accretion still flows through interest expense as a non-cash charge, so reported interest expense from the deal will be roughly $250M a year while only $105M actually leaves the bank.
Important: the accretion is only paid if the notes are repaid in cash. If holders convert, they give it up. That pushes the effective breakeven conversion price at maturity to roughly $345 for the 2030s and $406 for the 2034s.
Separately, $800M of the 2029 and 2031 notes (issued back in June 2025) were exchanged for ~15.8M shares. Those notes convert at $51.45, so they stopped being debt long ago and have been sitting in the diluted count for a year. At that conversion rate, $800M was always going to become ~15.5M shares. The cost is the gap, roughly 250k shares, or about $56M, in return for holders giving up the paper years early. For that, Nebius kills $20M a year of coupons, kills the accretion drag running through interest expense, and removes the tail risk of that principal ever coming due in cash. That's a good trade.
Dilution has never been the open question here. The real question is how that capital gets deployed, and the latest earnings only reinforced the continued improvement in unit economics.
Overall, I'm happy with the terms.
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$NBIS announces proposed private offering of $4.5B of convertible senior notes.
• $2.75B of notes due 2030
• $1.75B of notes due 2034
• Potential for an additional $675M
Key terms, including the interest rates and conversion prices, will be determined at pricing.
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