Nebius Group Sinks 13% on $4.5B Convertible Note Offering and Share Exchange Plan

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Nebius Group shares plunged 13% to $215.52 in Wednesday morning trading after the Amsterdam-based AI cloud company announced a $4.5 billion convertible senior note offering paired with a share exchange plan tied to its existing converts. The offering consists of $2.75 billion of notes due 2030 and $1.75 billion due 2034, with initial purchasers granted options to buy up to an additional $375 million of the 2030 notes and $300 million of the 2034 notes within 13 days of first issuance. Concurrent with pricing, Nebius plans privately negotiated exchange agreements with holders of its existing 2% convertible notes due 2029 and 3% convertible notes due 2031, swapping a portion of those notes for Class A ordinary shares, and management warned that participating holders may sell those shares in the open market or unwind hedge derivatives, which could decrease the market price of the Class A shares. The company ended June with $8.04 billion in cash and cash equivalents, yet spent $5.66 billion on property, equipment, and intangible assets in Q2 2026 alone, reflecting heavy investment in data centers and GPU capacity. Nebius posted $582.3 million in Q2 revenue with the AI cloud segment growing 514% year over year, but the dilution concerns sent CoreWeave down 4% to $89.16 and Applied Digital down 6% to $26.76, while the First Trust Cloud Computing ETF slipped just 1.3% to $159.24, suggesting the move is stock-specific rather than a broad cloud selloff.

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Artificial Intelligence · 4 stocks
Nebius Group N.V.
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Announced $4.5B convertible note offering and share exchange plan causing dilution concerns.

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