Nebius enters $3.5 billion secured bridge facility with Citi

Facility size and structure: $3.5 billion senior secured term loan bridge facility, entered into on October 17, 2026 and announced via Form 6-K on October 22, 2026.

Pricing: Initial rate of Term SOFR plus 2.75% per annum, with the margin stepping up by 0.25% for each 90-day period after October 17, 2026, up to a maximum of 3.50% per annum.

Maturity: October 16, 2027 (364-day tenor), with voluntary prepayment permitted without premium or penalty.

Use of proceeds: Data center development, GPU procurement and infrastructure buildout, and general corporate purposes, intended to complement customer prepayments and operating cash flows.

Security and covenants: Obligations are secured by substantially all borrower assets, including the equity of Nebius Inc. and Nebius B.V. held by Nebius Group N.V., subject to standard excluded-asset and permitted-lien exceptions; the facility includes a minimum liquidity covenant and other customary covenants.

Arrangers and agents: Citi acted as mandated lead arranger, agent, and security agent; Citibank, N.A. acted as lender.

Strategic rationale: Per the filing, the facility supports the global GPU infrastructure capacity buildout, diversifies and sequences external financing, and provides flexibility over the timing and structure of longer-term financing for growth in 2027 and beyond.