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Nebius Group N.V., a leading AI infrastructure company, has closed its underwritten public offering of 10,810,811 Class A ordinary shares priced at $92.50 per share. The underwriters hold a 30-day option to purchase up to an additional 1,621,621 shares at the offering price, less discounts and commissions. Concurrently, the company closed its private offering of convertible senior notes, comprising 1.00% notes due 2030 and 2.75% notes due 2032, with an aggregate principal amount of approximately $3.16 billion after the initial purchasers exercised their option for additional notes.
The Class A shares were offered pursuant to an effective shelf registration statement on Form F-3ASR filed with the SEC on May 2, 2025. Goldman Sachs & Co. LLC served as the lead book-running manager, with Morgan Stanley, BofA Securities, and Citigroup as additional book-running managers. The final prospectus supplement and accompanying prospectus are available on the SEC's website at http://www.sec.gov or through the managers' offices.
The notes were sold in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Details on the terms are outlined in the company's Report on Form 6-K filed with the SEC on September 11, 2025. The initial purchasers' exercise of the additional notes option resulted in the $3.16 billion total principal.
Nebius Group expects to use the proceeds, along with future financing secured against its Microsoft AI infrastructure agreement, to fund capital expenditures for business growth. This includes acquiring additional compute power and hardware, securing strategic land plots, expanding data center footprints, and general corporate purposes. The financing reflects the credit quality of the Microsoft contract, supporting Nebius Group's role in providing AI infrastructure.
This closing underscores Nebius Group's position in the high-growth AI sector, with its AI-native cloud platform designed for intensive workloads, including proprietary software and hardware for model building and deployment. The company also operates Avride (autonomous driving), TripleTen (edtech), and holds stakes in ClickHouse and Toloka.
On September 16, 2025, Nebius Group's stock (NBIS) closed at $91.41, reflecting strong market interest amid the offerings and its AI focus.
Nebius Group is a technology company building full-stack infrastructure to service the high-growth global AI industry. Headquartered in Amsterdam and listed on Nasdaq, Nebius Group has a global footprint with R&D hubs across Europe, North America and Israel.
Nebius Group’s AI-native cloud platform has been built for intensive AI workloads. With a full stack of purposefully designed and tuned proprietary software and hardware designed in-house, Nebius Group gives AI builders the compute, storage, managed services and tools they need to build, tune and run their models and applications.
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