
Nebius raised $5 billion in convertible notes, more than three times its annual revenue.
The deal funds data center and GPU expansion.
Shares fell 10% on dilution and cost concerns.
What happened
Nebius Group announced a $4.5 billion convertible note offering on Wednesday, which was upsized to $5.0 billion by evening. The notes are due 2030 and 2034, with conversion premiums of about 40% and 45% over the closing price. Shares fell about 10% on the news.
Why it matters
The $5.0 billion raise is more than three and a half times Nebius's trailing 12-month revenue of $1.36 billion. The real cost, including accretion, is about $258 million a year, roughly 19% of trailing revenue, not the 8% the coupons alone suggest. This highlights the heavy cost of building AI infrastructure.
What to watch
The proceeds will fund data center construction and AI cloud platform build-out, primarily for GPUs. Nebius expects to end 2026 with 5 gigawatts of contracted power, up from just over 1 gigawatt a year ago. The company also expects more than $9 billion in customer prepayments in 2026.
Ask the AI about this article →
Nebius's latest raise is part of a broader strategy to build AI infrastructure ahead of demand. The company's Q2 revenue grew 454% year over year to $582.3 million, and its AI cloud business reached an annualized run-rate of $3.0 billion. Yet, the spending is enormous relative to current revenue, with capital expenditures in Q2 at $5.7 billion, nearly 10 times revenue. The company is financing this through a mix of debt, equity, and customer prepayments, expecting $9 billion in prepayments in 2026. The real cost of the convertible notes, including accretion, is about 19% of trailing revenue, which is higher than the coupon rates suggest. This underscores the financial strain of rapid expansion. The company remains profitable on an adjusted EBITDA basis, but depreciation costs exceed that profit, raising questions about long-term profitability. The stock's valuation at about 44 times trailing revenue reflects high market expectations. While this deal may not confirm a bubble, it does indicate significant market exuberance, which could be a symptom. Investors are likely watching whether Nebius can grow into its costs and whether it will need to raise again, potentially on less favorable terms.
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