Nebius Shareholders Endorse $5.75B Convertible Blitz While Sector Jitters Test the AI Infrastructure Trade

Nebius shareholders approve $5.75B convertible, but shares fall 31% from June high amid AI capex concerns and potential Decart acquisition.

The disconnect between what Nebius's owners are saying and what its share price is doing has rarely been wider. On Tuesday, shareholders waved through every resolution on the agenda at the annual meeting, including the discharge of the supervisory board for fiscal 2025 — a routine vote that carried outsized significance given what management had just pulled off. Days earlier, the company had closed a private placement of convertible bonds that ballooned from an initial $4.5 billion target to $5.75 billion, split between notes paying 0.50 percent interest due 2030 and 4.50 percent due 2034.

That the owners signed off on a financing of this magnitude, with all its dilution mechanics, reads less as a formality and more as a deliberate vote of confidence in the growth narrative. Shareholders who approve a convertible of this size understand the math. Their unanimity suggests they believe the capital will be converted into proportional growth rather than frittered away.

The market, however, has been harder to convince. Nebius shares closed Friday at €180.72, down 3.6 percent on the day and 31 percent below the 52-week high of €261.00 reached as recently as June. Yet the stock still trades 238 percent above its September 2025 low, and over the past 30 days it has gained 40 percent. That combination — a sharp pullback from recent highs layered on top of a powerful rally — points to a digestion phase rather than a fundamental loss of faith.

Friday's dip had little to do with Nebius itself. A single sentence from US cloud provider CoreWeave, which said it would more than double its 2026 capital expenditures versus 2025, sent a chill through the entire AI infrastructure complex. Investors read the announcement not as evidence of demand but as a warning about escalating spending commitments across the sector. Nebius, though not directly involved, fell as much as 13 percent intraday before closing down 3.6 percent. The episode underscored how tightly the fates of young AI infrastructure players are now intertwined — when concerns about overextended investment plans surface at one company, the whole basket gets repriced, regardless of whether individual balance sheets look sound.

The CoreWeave shock also landed at an awkward moment for Nebius, which is itself in the middle of a heavy capital-raising phase. The convertible proceeds are earmarked for data center expansion, GPU procurement, and building out the company's own AI cloud platform. In parallel, Nebius offered holders of its existing 2029 notes a limited exchange into Class A shares. Media reports suggest the company is also in talks to acquire Israeli AI startup Decart AI for an estimated $6 billion to $7 billion, competing with Nvidia, SpaceX, and Amazon for the prize. If confirmed, that would add another multibillion-dollar capital commitment on top of the fresh debt — a notable dual strategy of borrowing heavily while pursuing acquisitions at scale.

The underlying numbers give some cover for the ambition. Second-quarter revenue came in at $582.3 million, with the AI cloud segment growing 514 percent year over year. Management pointed to record customer prepayments and a broadened financing base — signals that demand for capacity is running ahead of demand for capital, not the other way around. Reuters framed the convertible upsizing as evidence of unabated appetite for AI services and data center capacity, while the share price reaction reflected concerns about dilution, leverage, and execution risk rather than doubts about the operating business itself.

Institutional investors, at least as of late June, showed no signs of flight. BlackRock increased its stake in Nebius by roughly 16 percent to over 11.5 million shares as of June 30 — a data point that is now two months old but suggests large asset managers had not yet questioned the growth story at that stage.

The annualized volatility of 172 percent tells its own story. Nebius is trading less like a steady growth position and more like a high-stakes option on the AI infrastructure boom, swinging between euphoria and capital-market anxiety within months without any fundamental change in operations. The next quarterly report on November 10 will offer the first real test of whether the freshly raised billions — and potentially a Decart acquisition — strengthen the narrative or fuel the debate over debt and capital discipline. For now, the owners have cast their vote. The market is still deliberating.