Nebius

Seniority

Senior unsecured

Maturity

2030-02-15 — Not redeemable before 2028-02-21 except on certain tax-law changes; thereafter callable in whole or in part only if the notes are freely tradable and the share price is at least 130% of the conversion price times the then-applicable accretion ratio. No make-whole adjustment on optional or tax redemption. Redemption and fundamental-change repurchase prices are the Accreted Principal Amount plus accrued interest on the original amount.

Lenders

144A QIBs; U.S. Bank Trust Co. (trustee)

Pricing

Semi-annual Feb 15 / Aug 15 from 2027-02-15. Initial conversion rate 3.1902 Class A shares per $1,000 original principal (~$313.46), a 40.0% premium to the $223.90 close on 2026-08-19. Taking the accreted amount payable at maturity, the effective conversion price is ~$344.81, a ~54.0% effective premium.

Terms

$3.45B original principal at closing, one of two series in the offering priced 2026-08-19 at $5.0B, upsized from the $4.5B announced. The initial purchasers exercised their $450M option in full at the 2026-08-24 closing (closing 6-K, acc 0001104659-26-100347), bringing the two series to $5.75B combined original principal. Accretes on an indenture schedule to 110% of original principal ($3.795B) at maturity; the coupon accrues on the ORIGINAL amount, while redemption, fundamental-change repurchase and the conversion trigger are all measured against the ACCRETED amount.

Source: 6-K 8/20/26 EX-99.1 (pricing), acc 0001104659-26-098924; 6-K 8/24/26 (closing; indentures at Ex-4.1 and Ex-4.3), acc 0001104659-26-100347 · document

Seniority

Senior unsecured

Maturity

2034-02-15 — Not redeemable before 2028-08-21 except on certain tax-law changes. The share-price condition is 150% of the conversion price times the accretion ratio for redemptions between 2028-08-21 and 2029-08-21, and 130% thereafter. No make-whole adjustment on optional or tax redemption.

Lenders

144A QIBs; U.S. Bank Trust Co. (trustee)

Pricing

Semi-annual Feb 15 / Aug 15 from 2027-02-15. Initial conversion rate 3.0802 Class A shares per $1,000 original principal (~$324.65), a 45.0% premium to the $223.90 close on 2026-08-19. Taking the accreted amount payable at maturity, the effective conversion price is ~$405.82, a ~81.3% effective premium.

Terms

$2.30B original principal at closing, the second of two series in the $5.0B-priced offering. The initial purchasers exercised their $300M option in full at the 2026-08-24 closing (closing 6-K, acc 0001104659-26-100347). Accretes on an indenture schedule to 125% of original principal ($2.875B) at maturity, on the same original-versus-accreted mechanics as the 2030 series. Stated use of proceeds covers data-center construction and build-out, the full-stack AI cloud, footprint expansion and the procurement of key components including GPUs.

Source: 6-K 8/20/26 EX-99.1 (pricing), acc 0001104659-26-098924; 6-K 8/24/26 (closing; indentures at Ex-4.1 and Ex-4.3), acc 0001104659-26-100347 · document

Borrower

Nebius Compute II, LLC and Nebius Compute II Oy (borrowers)

Seniority

Senior secured

Maturity

2030-10-31

Collateral

Deployed GPU infrastructure and contracted cash flows from an unnamed investment-grade customer; together with those cash flows the facility covers >100% of the underlying GPU capex (per the company release); all assets plus share pledge; 1.15x DSCR plus minimum liquidity; non-recourse bad-acts guaranty (6-K).

Offtaker

Investment-grade customer (unnamed)

Lenders

MUFG (structuring agent, sole bookrunner, underwriter; MLA) · ABN AMRO · Bank of America · Deutsche Bank · HSBC · Citi (senior lead arranger) · Crédit Agricole CIB (senior lead arranger) · ING (senior lead arranger) · Morgan Stanley (senior lead arranger) · Goldman Sachs (participant)

Pricing

1-month SOFR + 2.50%, 0% floor; prepayable with breakage costs only (6-K).

Terms

Nebius's first-ever secured debt; announced 2026-07-17 (company release furnished as Form 6-K EX-99.1). Company frames it as a repeatable structure for >$40B of additional contracted revenue (IG customers such as Microsoft and Meta) Agreement entered July 10, 2026 (announcement 7/17) per the Q2 2026 financials 6-K (filed 8/12/26) subsequent-events note.

Source: Form 6-K EX-99.1 (acc. 0001104659-26-084452); Nebius company release 'raises $775 million in first secured debt financing' · document

Seniority

Senior unsecured

Maturity

2031-03-15 — Callable on/after 2029-03-20 subject to a 130% share-price condition; over-allotment fully exercised 2026-03-20

Lenders

144A QIBs; U.S. Bank (trustee)

Pricing

Effective 4.98%; conversion ~$183.22 (57.5% premium); cash/share-electable

Terms

Accretes to 120% ($3,105.0M payable) March 2026 two-series offering: combined net proceeds $4,293.7M, issuance costs $43.8M (Q2 2026 financials 6-K (filed 8/12/26)).

Source: Pricing 6-K 3/18/26; closing 6-K 3/20/26 (indentures) · document

Seniority

Senior unsecured

Maturity

2033-03-15 — Callable on/after 2030-03-20 subject to a 130% share-price condition; over-allotment not exercised

Lenders

144A QIBs; U.S. Bank (trustee)

Pricing

Effective 5.20%; conversion ~$180.31 (55% premium)

Terms

Accretes to 120% ($2,100.0M payable)

Source: Pricing 6-K 3/18/26; closing 6-K 3/20/26 (indentures) · document

Seniority

Senior unsecured

Maturity

2030-09-15

Lenders

144A QIBs; U.S. Bank (trustee)

Pricing

Effective 4.15%; conversion ~$138.75

Terms

Accretes to 115% ($1,818.4M payable)

Source: 424B5 9/12/25 (supplement); closing 6-K 9/15/25 · document

Seniority

Senior unsecured

Maturity

2032-09-15

Lenders

144A QIBs; U.S. Bank (trustee)

Pricing

Effective 4.88%; conversion ~$138.75

Terms

Accretes to 115% ($1,818.4M payable)

Source: 424B5 9/12/25 (supplement); closing 6-K 9/15/25 · document

Seniority

Senior unsecured

Maturity

2029-06-05

Lenders

144A QIBs; U.S. Bank Trust Co. (trustee)

Pricing

Effective 7.06%; conversion ~$51.45 (40% premium); share-settled

Terms

$487.5M outstanding (of $500M); accretes to 120% ($587.5M payable). Concurrently with the pricing of the August 2026 offering, Nebius agreed to exchange $400.0M ORIGINAL principal amount of this series, together with $400.0M original principal of the other June-2025 series, for approximately 15.8 million Class A ordinary shares in aggregate; the exchange agreement, on terms negotiated individually with each holder, is filed with the 2026-08-24 closing 6-K (acc 0001104659-26-100347), which states the exchanges were expected to settle on that date. On the original-principal basis this row uses, that leaves about $87.5M. NOT YET CONFIRMED BY A FILED BALANCE SHEET — the filings state the amount exchanged rather than the residual, so size_usd_m is held at the last filed figure. All six series were still fully outstanding at 2026-06-30 (Q2 6-K, Note 12).

Source: 6-K PR 6/2/25; FY2025 20-F Note 12 · document

Seniority

Senior unsecured

Maturity

2031-06-05

Lenders

144A QIBs; U.S. Bank Trust Co. (trustee)

Pricing

Effective 6.87%; conversion ~$51.45

Terms

$487.5M outstanding; accretes to 125% ($612.5M payable). Concurrently with the pricing of the August 2026 offering, Nebius agreed to exchange $400.0M ORIGINAL principal amount of this series, together with $400.0M original principal of the other June-2025 series, for approximately 15.8 million Class A ordinary shares in aggregate; the exchange agreement, on terms negotiated individually with each holder, is filed with the 2026-08-24 closing 6-K (acc 0001104659-26-100347), which states the exchanges were expected to settle on that date. On the original-principal basis this row uses, that leaves about $87.5M. NOT YET CONFIRMED BY A FILED BALANCE SHEET — the filings state the amount exchanged rather than the residual, so size_usd_m is held at the last filed figure. All six series were still fully outstanding at 2026-06-30 (Q2 6-K, Note 12).

Source: 6-K PR 6/2/25; FY2025 20-F Note 12 · document