Nebius Capex and Debt: Guidance, Convertible Notes and Cash

Nebius expects to spend $20 billion to $25 billion on capex this year, against revenue guidance of $3.0 billion to $3.4 billion. That's about $7 of building for every $1 of sales, more than twice CoreWeave's ratio.

To pay for it, Nebius has lined up $17.7 billion of debt, mostly convertible notes with coupons averaging 2%. Counting the extra it repays at maturity, its older notes cost 4% to 7% a year. CoreWeave's bonds yield about 15%.

The convertibles come due in 2.6 to 7.3 years and the GPU-backed loan in about four. SOFR is the floating US lending rate the loans are priced over; the Citi rate can rise to SOFR plus 3.5%. Amounts are what Nebius borrowed, before the extra it repays on the convertibles at maturity.

Nebius builds with cheap, share-linked money

$20B to $25BCapex guidance for the yearAgainst $3.0B to $3.4B of revenue

$17.7BDebt lined upThree quarters of it convertible notes

2.0%Average cash coupon on the convertibles4% to 7% a year counting the extra repaid at maturity

What is Nebius's capex guidance?

Nebius guides to $20 billion to $25 billion of capital spending, or capex, the money spent on GPUs and data centers. CFO Dado Alonso reaffirmed the range on the latest earnings call, with revenue guidance of $3.0 billion to $3.4 billion.

It spent $8.1 billion in the first six months: $2.47 billion in the first quarter and $5.66 billion in the second, per its cash flow statement. That leaves $11.9 billion to $16.9 billion for the second half, or $5.9 billion to $8.4 billion a quarter.

The rest of the year needs a bigger quarter than any so far

2468$10B0

$2.5B

$5.7B

$5.9B

$8.4B

First quarterSecond quarterEach later quarter, low endEach later quarter, high end

Capex against revenue is what sets Nebius apart. At the midpoints, it plans $7.00 of capex per $1 of revenue. CoreWeave, the most indebted of the AI cloud companies, plans $2.90.

Nebius builds $7 for every $1 it sells

Nebius$7.03

CoreWeave$2.89

Midpoint of this year's capex guidance divided by the midpoint of revenue guidance.

The gap is partly timing. Most of the deals Nebius signed recently run on capacity arriving late this year, so the revenue lands mainly next year, its shareholder letter says. Its annual revenue run-rate, the last month's cloud revenue times 12, was $3.0 billion at mid-year, with $7 billion to $9 billion guided by year-end.

How much debt does Nebius have?

$17.7 billion, counting what it borrowed. That's $13.45 billion of convertible notes, a $775 million loan secured on GPUs and the new $3.5 billion Citi facility. Convertible notes pay a low coupon and let holders swap them for shares at a set conversion price. If the stock stays below that price, Nebius repays them in cash, and these notes repay more than was borrowed.

Sources: note 12 of the mid-year financial statements, the annual report, and the pricing and closing of the newest notes.

Published totals for Nebius's convertibles range from $4.3 billion to about $10 billion because each counts only some of these series. The two 2.00% and 3.00% series started at $500 million each; holders swapped $800 million of them for about 15.8 million shares when the newest notes were sold.

The two loans are secured on assets. The $775 million loan, led by MUFG, is backed by GPUs serving an investment-grade customer and runs about four years. The Citi facility matures in 364 days. It's a bridge: Nebius will have to replace it with longer-term money within a year.

Net of cash

At mid-year, before the newest notes and both loans, Nebius had $8.5 billion of debt on its balance sheet and $8.0 billion of cash, so net debt was just $0.5 billion. CoreWeave's was $29.5 billion. Nebius has also sold stock: $2.8 billion through share sales on the market at an average $223.60, and $2.0 billion to Nvidia for 21.1 million shares, about $95 each, under a deal struck earlier in the year.

Can Nebius pay for the rest of the year?

On paper, yes, with little to spare. Start with mid-year cash, add the money raised since, and take off the rest of the year's capex at the guidance midpoint:

If the Citi money is drawn, the rest of the year is funded with $3.6B left

Cash at mid-year$8.0B

Newest convertibles, after fees+$5.7B= $13.7B

GPU-backed loan+$0.8B= $14.5B

Citi facility, if fully drawn+$3.5B= $18.0B

Rest of year's capex, midpoint−$14.4B= $3.6B

Left before operating cash$3.6B

The other source is customers. Nebius asks many of them to pay upfront: 70% of the deals in its latest reported quarter included prepayments, covering 50% to 60% of the capex needed to serve them. Customers had paid $6.0 billion for service not yet delivered at mid-year, up from $1.6 billion six months earlier. Nebius expects more than $9 billion of prepayments this year.

Even so, the business burns cash. Operating cash flow was $4.5 billion in the first six months, almost all of it prepayments, and capex was $8.1 billion. That's −$3.6 billion of free cash flow. Next year, Alonso said on the call, Nebius will deploy "significantly more capacity" than this year. So it will need to keep raising money.

What it means for shareholders

The cheap debt has a cost, and shareholders pay it through dilution rather than interest.

1. Share sales. Nebius's average share count was 17.6% higher in the latest quarter than a year earlier, after the market sales and the Nvidia deal.

2. Conversions. If every convertible note turned into stock, Nebius would issue 68.6 million new shares. That's 22% more than the roughly 309 million it has now, including Nvidia's prepaid warrants. At the latest close of $158.74, only the four series with conversion prices of $51.45 and $138.75 are worth converting. They'd add 26.7 million shares, or 8.6%.

Notes worth converting now would add 8.6% more shares

Notes converting below the latest price8.6%

Every note converting22.2%

New shares from conversion against about 309 million shares now, including Nvidia's prepaid warrants and the shares issued in the note swap.

3. Repayment. The other $10.1 billion of notes have conversion prices of $180.31 to $324.65. If the stock stays below those, Nebius owes $11.9 billion in cash when they mature, $1.8 billion more than it borrowed. Across all eight series, cash coupons come to about $263 million a year. Counting the extra repaid at maturity, the older notes cost 4.2% to 7.1% a year, Nebius's filings show.

Lower share prices make the next convertible harder to sell. Nebius stock has fallen 36% from its recent high close of $249.87, as investors sold AI cloud companies after CoreWeave's bond yields jumped.

Nebius vs CoreWeave

CoreWeave figures are from our CoreWeave capex and debt page and the hyperscaler debt tracker.

Our read

Nebius's balance sheet is far lighter than CoreWeave's. It raised money through stock-linked notes and share sales while its shares were high, and customers prepay a large part of the build. At mid-year its debt barely exceeded its cash.

The risk is in the ratio. Nebius spends about $7 for every $1 of revenue and burns cash, so it depends on raising more money each year. Its newest loan is a one-year bridge, signed as lenders charge CoreWeave 15%, and its share price, the thing that made convertibles cheap, has fallen by a third.

At the next quarterly report, check three things: cash at quarter-end, whether the Citi facility was drawn, and the first capex guidance for next year.

Frequently asked questions

How much debt does Nebius have?

Nebius has lined up $17.7 billion: $13.45 billion of convertible notes across eight series, a $775 million GPU-backed loan and a $3.5 billion one-year Citi facility. At mid-year, before the last three were added, its debt was $8.5 billion against $8.0 billion of cash.

What is Nebius's capex guidance?

$20 billion to $25 billion for the year, reaffirmed on its latest earnings call. It spent $8.1 billion in the first six months.

What are Nebius's convertible notes?

Low-interest notes that holders can swap for shares at conversion prices from $51.45 to $324.65. The notes pay 0.5% to 4.5% in cash interest and repay 110% to 125% of the amount borrowed at maturity.

What is the Nebius Citi facility?

A $3.5 billion senior secured facility with a 364-day term, priced at SOFR plus 2.75%, rising to as much as 3.50%. Nebius says it will pay for data centers and GPUs while it arranges longer-term financing.

Is Nebius profitable?

Not on a net basis: it lost $190 million in its latest quarter on $582 million of revenue. It reports a positive adjusted EBITDA of $236 million, a measure that leaves out depreciation, interest and stock pay.

Limits of this data

• Debt counts amounts borrowed. The balance sheet carries the convertibles at less, and the amount repaid at maturity is more.
• Cash and net debt are at mid-year. The money raised since then is known, but what Nebius spent in the third quarter isn't until its next report.
• We assume the Citi facility is fully drawn; Nebius hasn't said how much it has used.
• Leases are left out. Nebius has signed $12.1 billion of leases that haven't started yet, mostly for data centers (see how that compares with the giants' off-balance-sheet leases), and $5.3 billion of power contracts.
• The capex guidance comes from the earnings call, not a filing.

How we built this

Financial statements are from Nebius's second-quarter 2026 6-K (period ended June 30, 2026), filed August 12, 2026: the results release, the shareholder letter and the financial statements. Capex is purchases of property, equipment and intangible assets. The capex and revenue guidance quotes are from the August 12, 2026 call; revenue guidance also appears in the May 13, 2026 shareholder letter. CoreWeave's guidance is $35 billion to $39 billion of 2026 capex on $12.4 billion to $13.2 billion of revenue.

Convertible notes, by coupon and maturity: 2.00% due June 2029 and 3.00% due June 2031 (issued June 2025, $500 million each, $400 million of each exchanged for shares on August 24, 2026); 1.00% due September 2030 and 2.75% due September 2032 (September 2025, $1.58 billion each); 1.25% due March 2031 and 2.625% due March 2033 (March 2026); 0.50% due February 15, 2030 and 4.50% due February 15, 2034 (closed August 24, 2026). Repaid-at-maturity amounts are the accreted principal in note 12 or, for the newest notes, 110% and 125% of the original principal. Conversion prices are the initial prices. Effective interest rates of 4.15% to 7.06% are for the 2025 series. The GPU-backed loan closed July 10, 2026 and matures October 31, 2030. The Citi facility was announced October 22, 2026. Years left are measured from October 24, 2026.

Net debt at June 30, 2026 is current plus non-current debt ($8,545.7 million) minus cash and cash equivalents ($8,042.1 million), leaving out $1,056.0 million of restricted cash. New shares from conversion are original principal times the initial conversion rate. The share base adds the 271.9 million shares outstanding at June 30, 2026, the 21.1 million Nvidia pre-funded warrant shares and the 15.8 million exchange shares; it leaves out shares sold on the market after June 30. Share prices are Yahoo Finance daily closes: $158.74 on October 23, 2026 and $249.87 on October 6, 2026.

Go deeper with member research

Nebius is one of the AI cloud companies that turn GPU contracts into collateral. Members get the full picture of who lends against them:

• Issue 05: NVIDIA Is Building the Credit Market for AI: how GPU capacity is becoming collateral for private credit, insurance balance sheets and securitized debt, the market Nebius's secured loans come from.
• Issue 02: The AI Capex Shock: where the next infrastructure dollar goes, who keeps the profit and what could break first.