Nebius Group prices $1 billion share offering at $92.50 per share

Nebius Group N.V. (NASDAQ: NBIS) announced the pricing of its $1 billion public offering of Class A ordinary shares at $92.50 per share. The AI infrastructure company also granted underwriters a 30-day option to purchase up to an additional $150 million of shares at the same price.

The offering is expected to close on September 15, 2025, subject to customary closing conditions. Goldman Sachs & Co. LLC serves as lead book-running manager, with Morgan Stanley, BofA Securities and Citigroup acting as additional book-running managers.

Concurrently, Nebius Group priced $2.75 billion in convertible senior notes in two series: $1.375 billion of 1.00% convertible notes due 2030 and $1.375 billion of 2.75% convertible notes due 2032. The notes offering was increased from the previously announced $2 billion. Initial purchasers received a 13-day option to purchase up to an additional $206.25 million of each series.

The company estimates net proceeds of approximately $979.5 million from the share offering, or $1.127 billion if underwriters fully exercise their option. Net proceeds from the notes offering are estimated at $2.695 billion, or $3.099 billion if options are fully exercised, after deducting discounts, commissions and estimated expenses.

Nebius Group stated it intends to use the proceeds to finance business growth, including acquiring additional compute power and hardware, securing land plots for data centers, expanding its data center footprint, and for general corporate purposes.

The shares are being offered under the company's shelf registration statement filed with the SEC on May 2, 2025. The two offerings are not contingent upon each other, according to the company's statement.

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