Nebius Shareholders Hand Management a Full Capital Toolkit as $5.75B Convertible Reshapes the Balance Sheet

Nebius shareholders back 20% share issuance and buyback, as $5.75B convertible closes for AI infrastructure expansion.

The machinery of corporate governance rarely moves markets. But when Nebius Group convened its annual general meeting on Tuesday, the votes cast were about far more than routine housekeeping — they handed management a sprawling set of capital-market instruments that, taken together, reveal the contours of a company racing to build AI infrastructure at a pace that demands every financing lever be kept within reach.

All 16 agenda items passed. Arkady Volozh and Ophir Nave retain their executive director seats, the supervisory board was confirmed, and shareholders signed off on discharge for the board for 2025. The headline authorizations, though, were the ones that extend outward: a five-year mandate to issue up to 20 percent new Class-A shares — with the right to exclude existing shareholders' subscription rights — and an 18-month buyback authorization covering up to 20 percent of shares at market prices on the Nasdaq. In a quiet coda, 2,243,621 Class-C shares held in the company's own inventory were cancelled.

The voting arithmetic underscored Nebius's distinctive governance structure. The 238,402,543 Class-A shares each carry a single vote, while the 33,455,053 Class-B shares wield ten votes apiece. Re-elections for Volozh, Nave and John Boynton each drew support from more than 370 million votes.

The Convertible That Kept Growing

The AGM's capital authorizations arrived in the slipstream of a far bigger financial event. Nebius has now closed its upsized convertible bond placement at a final aggregate principal of $5.75 billion — a figure that blew past the original $4.5 billion target, which had already been lifted to $5 billion days earlier. Reuters characterized the deal as one of the largest of its kind across the industry.

The structure splits into two tranches: $3.45 billion in notes carrying a 0.50 percent coupon maturing in 2030, and $2.3 billion at 4.50 percent due in 2034. The company also exercised options worth $750 million. In a parallel move, Nebius exchanged $400 million each of its existing 2.00 percent and 3.00 percent bonds for roughly 15.8 million new Class-A shares.

Management framed the oversubscription as evidence of sustained demand for data-center capacity, pointing explicitly to customer relationships with Meta and Microsoft. The proceeds are earmarked for data-center expansion, GPU capacity and the company's AI cloud platform.

A Stock Caught Between Momentum and Skepticism

The market's response has been characteristically two-sided. The shares closed Wednesday at €183.82, down 3.3 percent on the day, with a 2.5 percent decline over the trailing week. Yet the monthly picture tells a different story — a 23 percent recovery — and the twelve-month gain stands at a formidable 204 percent. The gap between the current price and the 52-week high of €261.00, touched in June, remains a yawning 30 percent.

That divergence between short-term caution and long-term conviction is the defining feature of a stock that sits at the intersection of a structural AI growth narrative and persistent valuation skepticism. The additional debt load from the convertible could dilute future earnings per share if the notes convert — though the freshly granted buyback authority offers a potential counterweight, should management choose to deploy it.

Bank of America's mid-August move — raising its price target to $310 from $280 and reaffirming a buy rating after Nebius reported revenue of $582.3 million and adjusted EBITDA of $236.2 million — now reads as a snapshot from a more buoyant moment, not a reflection of current sentiment.

Flexibility as Strategy

What the AGM resolutions ultimately signal is less about operations and more about financial architecture. Nebius is constructing a capital structure designed to preserve optionality for years: further debt issuance, equity raises, buybacks — whichever combination the market and the company's capital needs dictate.

The central question hanging over the shares remains whether the breakneck pace of data-infrastructure buildout can keep up with demand from anchor customers like Meta and Microsoft. The AGM offered no answer to that. It simply supplied the legal scaffolding the management team will need to keep playing the hand — in whatever form the next quarters require.