CoreWeave Inc. (NASDAQ: CRWV) announced its intention to offer $1.25 billion in senior notes due 2031 through a private placement, subject to market conditions.

The cloud computing company said it plans to use proceeds from the offering for general corporate purposes, including repaying outstanding debt and covering transaction fees and expenses. Certain wholly-owned subsidiaries of CoreWeave will guarantee the notes on a senior unsecured basis.

The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933 or to non-U.S. persons under Regulation S. The securities have not been registered under federal securities laws and cannot be sold in the United States without an exemption from registration requirements.

CoreWeave provides cloud infrastructure services focused on artificial intelligence applications. The company went public on Nasdaq in March 2025 after being established in 2017.

The offering will be conducted through a private offering memorandum. CoreWeave noted that forward-looking statements regarding the offering involve risks and uncertainties, including the company's ability to complete the transaction on favorable terms.