Nebius Group N.V. - Class A Ordinary Shares (NBIS)

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Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), the AI cloud company, today announced the closing of its previously announced offering of convertible senior notes, in two series: 0.50% convertible notes due 2030 (the “2030 Notes”) and 4.50% 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 initial purchasers exercised in full their options to purchase an additional $450 million aggregate original principal amount of 2030 Notes and $300 million aggregate original principal amount of 2034 Notes. Accordingly, the aggregate original principal amount of the 2030 Notes is $3.45 billion, the aggregate original principal amount of the 2034 Notes is $2.3 billion, and the total aggregate original principal amount of the Notes is $5.75 billion.

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Nebius Group N.V. (“Nebius Group” or the “Company”; NASDAQ: NBIS), the AI cloud company, today announced the pricing of its offering of $5.0 billion aggregate original principal amount of convertible senior notes, in two series: $3.0 billion aggregate original principal amount of 0.50% convertible notes due 2030 (the “2030 Notes”) and $2.0 billion aggregate original principal amount of 4.50% 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”). The offering was upsized from the previously announced offering size of $4.5 billion aggregate original principal amount of the Notes. The issuance and sale of the Notes are expected to settle on August 24, 2026, subject to customary closing conditions. Nebius Group has also granted 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 $450 million aggregate original principal amount of 2030 Notes and up to an additional $300 million aggregate original principal amount of 2034 Notes.

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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.

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