CoreWeave Inc. (NASDAQ: CRWV) announced its intention to offer $3 billion in convertible senior notes due 2032 in a private placement, according to a company statement.

The cloud computing company plans to grant initial purchasers an option to buy an additional $450 million of notes within 13 days of the initial issuance. The notes will be guaranteed by CoreWeave's wholly owned subsidiaries that currently guarantee the company's existing senior notes.

The convertible notes will accrue interest payable semi-annually and mature on October 1, 2032, unless converted, repurchased or redeemed earlier. Noteholders will have conversion rights under specified circumstances, with CoreWeave having the option to settle conversions in cash, Class A common stock, or a combination of both.

CoreWeave stated it will use a portion of the proceeds to fund capped call transactions and the remainder for general corporate purposes. The capped call transactions are designed to reduce potential dilution to existing shareholders upon note conversions and offset cash payments above the principal amount of converted notes.

The company noted that option counterparties may purchase shares or enter into derivative transactions in connection with hedging activities, which could affect the stock price and notes' market value.

The notes are being offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The securities have not been registered under federal securities laws.

CoreWeave provides cloud infrastructure services focused on artificial intelligence applications. The company completed its public listing on Nasdaq in March 2025.