On August 19, NEBIUS fell 6.53% in regular trading, trading at approximately $231.37 per share, with turnover of $11.6 billion. The decline was triggered by the company's announcement of a proposed $4.5 billion convertible senior notes private offering to qualified institutional buyers under Rule 144A.

The notes will be issued in two series: $2.75 billion aggregate principal due 2030 and $1.75 billion aggregate principal due 2034, with an additional greenshoe option granting initial purchasers the right to buy up to $675 million in extra notes. The company stated net proceeds will support continued growth and data center expenditures. Additionally, Nebius plans to privately negotiate with certain existing convertible note holders to exchange portions of outstanding debt for Class A ordinary shares, further restructuring its balance sheet.

The offering compounds recent bearish sentiment, as options markets had already seen a notable $18.2 million bear put spread betting on medium-term weakness, while non-executive director Charles E Ryan confirmed a roughly $12.75 million share sale on August 14. Despite Q2 AI cloud revenue surging 514% year-over-year to $575 million, the massive dilutive financing weighed heavily on shares.

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