Nebius Raises $3.7B via Stock and Convertible Offerings on Microsoft Deal Momentum

Lock in a major customer, then raise capital to build for them.
Nebius used the Microsoft contract as proof of demand to justify a $3.7 billion capital raise.
Mark

Why did Nebius need to raise $3.7 billion right after signing the Microsoft deal? Wouldn't the Microsoft contract itself generate the cash they need?

Mimi

The Microsoft contract generates revenue, but it doesn't generate cash upfront. Building a data center requires spending billions before you see a dime of that revenue. Nebius needed the capital raise to fund the construction and hardware acquisition in real time.

Mark

So the Microsoft deal is the confidence builder, not the funding source.

Mimi

Exactly. The deal proves to investors that Nebius has a customer willing to pay $17.4 billion over five years. That visibility allows them to go to the market and say, "We have a guaranteed revenue stream. Lend us money and buy our stock." Without the Microsoft deal, this capital raise would have been much harder to execute.

Mark

What's the difference between the stock offering and the convertible notes? Why both?

Mimi

The stock offering is straightforward equity—Nebius is selling ownership. The convertible notes are debt that can be converted into stock later. They appeal to different investors. Some want pure equity exposure; others want the downside protection of debt with the upside of conversion. It also lets Nebius manage its capital structure more flexibly.

Mark

The notes have very low interest rates—1% and 2.75%. Is that unusual?

Mimi

It's low because investors are willing to accept lower interest in exchange for the conversion option and the belief that Nebius stock will appreciate. If the stock price rises, the notes become more valuable. The low rates also reflect the strong demand for AI infrastructure exposure right now.

Mark

What happens if Nebius doesn't deliver on the Microsoft contract or the data center expansion?

Mimi

Then the stock price likely falls, the convertible notes lose value, and the company faces pressure to service its debt while managing disappointed investors. But right now, the market is betting that won't happen. The Microsoft deal is real, the capital is real, and the need for GPU infrastructure is real.

  • Demand for GPU capacity has so outpaced supply that a single five-year Microsoft contract — worth up to $19.4 billion — was enough to unlock nearly $3.7 billion in fresh investor capital almost immediately.
  • Nebius priced shares at $92.50 and sold convertible notes across two maturities, with buyers exercising options for hundreds of millions more — a sign that appetite for AI infrastructure exposure is running well ahead of available opportunities.
  • The company must now execute at speed: acquiring land with reliable power, expanding data center footprint, and stacking compute hardware before the phased Microsoft rollout through 2026 demands it.
  • Markets responded with confidence — shares climbed over 2% in premarket trading — signaling that investors believe the Microsoft contract provides enough revenue visibility to justify the scale of the bet.

In the accelerating race to build the physical backbone of artificial intelligence, Nebius Group has secured $3.7 billion from global investors — a capital raise made possible by a $17.4 billion GPU infrastructure contract with Microsoft. The Amsterdam-based data center operator is translating one landmark agreement into the financial fuel needed to construct the very infrastructure that agreement demands. It is a story as old as industrial ambition: a single transformative contract becoming the lever that moves far larger forces.

Nebius Group moved swiftly to turn investor enthusiasm into capital following its landmark Microsoft deal. On Thursday, the Amsterdam-based data center operator priced a $1 billion stock offering at $92.50 per share — with underwriters holding a 30-day option for $150 million more — while simultaneously selling $2.75 billion in convertible senior notes split across 2030 and 2032 maturities. Purchasers were offered the option to acquire an additional $412.5 million in combined notes, reflecting strong appetite for the securities. Total proceeds are expected to reach nearly $3.7 billion, with the stock offering closing September 15.

The timing is deliberate. Weeks earlier, Nebius had announced a five-year, $17.4 billion contract with Microsoft to supply GPU infrastructure from a new data center in Vineland, New Jersey — a deal that could reach $19.4 billion if options are exercised. The phased rollout runs through 2026, and Nebius has positioned the contract's predictable cash flows as the foundation justifying this level of capital deployment.

The funds will be directed toward expanding data center capacity, securing land with access to reliable power, and acquiring additional compute hardware. The strategy is straightforward in design but consequential in scale: use the revenue certainty of a major customer commitment to raise capital, then build the infrastructure that commitment requires. Markets appeared to endorse the logic — shares rose more than 2% in premarket trading, and the oversubscription of the convertible notes suggested investors see durable value in what Nebius is building. Execution now becomes everything.

Nebius Group, the Amsterdam-based data center operator, moved quickly to capitalize on investor enthusiasm following its landmark deal with Microsoft. On Thursday, the company priced a $1 billion stock offering at $92.50 per share, with underwriters granted a 30-day option to purchase an additional $150 million in shares. Simultaneously, Nebius sold $2.75 billion in convertible senior notes split across two maturity dates—$1.375 billion due in 2030 at 1.00% interest, and another $1.375 billion due in 2032 at 2.75% interest. Purchasers were given the option to buy up to $412.5 million more in combined notes, a sign of robust appetite for the securities. Together, these offerings are expected to bring in nearly $3.7 billion in total proceeds, with stock closing scheduled for September 15.

The timing of the capital raise is no accident. Just weeks earlier, Nebius had announced a transformative five-year contract with Microsoft worth $17.4 billion to supply GPU infrastructure capacity from a new data center in Vineland, New Jersey. The agreement includes options that could push the total value to $19.4 billion. The phased rollout of the Microsoft deal runs through 2026, and the company has framed the contract as a source of steady cash flow to fund the massive capital expenditures required to build out the necessary infrastructure.

Nebius plans to deploy the freshly raised capital toward three primary objectives: expanding data center capacity, securing land with access to reliable power supplies, and acquiring additional compute hardware. Any remaining funds will be directed toward general corporate purposes. The company is positioning itself as a critical infrastructure partner for large-scale artificial intelligence projects, a role that has become increasingly valuable as demand for GPU capacity has outpaced supply.

The market responded positively to the offerings. By Thursday's premarket trading, Nebius shares were up 2.01% to $95.27, reflecting investor confidence in both the capital raise and the underlying Microsoft partnership. The strong demand for the convertible notes—evidenced by the option for purchasers to buy an additional $412.5 million—suggests that investors see genuine long-term value in the company's expansion plans.

What Nebius is executing is a straightforward but consequential strategy: lock in a major customer contract, use that contract's cash flow visibility to justify a large capital raise, then deploy that capital to build the infrastructure the customer needs. The Microsoft deal provides both the revenue certainty and the growth narrative that investors want to see. For Nebius, the next phase is execution—turning the capital into functioning data centers and fulfilling the obligations to Microsoft through 2026 and beyond.

The agreement will generate cash flow to help fund related capital expenditures, positioning the company as a critical infrastructure partner for large-scale AI projects.
— Nebius Group statement
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