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Nebius Closes $4.34 Billion Convertible Raise to Speed AI Data-Center Buildout

Customer prepayments from Meta and Microsoft now anchor Nebius’s 2026 expansion.

Overview

  • Nebius, which closed an upsized $4.34 billion private convertible-notes sale Monday, said it is now well funded for a $16–$20 billion capital plan this year.
  • The deal came in two tranches with $2.58 billion of 1.250% notes due 2031, including a $337.5 million upsize, and $1.75 billion of 2.625% notes due 2033 with an option for another $262.5 million.
  • The notes carry conversion terms set about 90% above Friday’s $117.62 close, which limits near-term dilution since convertibles are loans that can turn into stock only if the price rises to the set level.
  • The company expects roughly 60% of expansion to be funded by customer prepayments, largely from Microsoft and Meta, with the rest from equity and debt to build data centers, buy GPUs and scale its AI cloud platform.
  • The financing caps a month that included $2 billion of Nvidia share warrants and a Meta capacity deal worth up to $27 billion, while analysts still flag GPU and power sourcing, build execution and potential dilution as key risks.