CoreWeave (NASDAQ: CRWV) completed a $4.2 billion private offering of 2.875% Convertible Senior Notes due 2033 on September 22, 2026, according to a company statement.

The offering included $500 million in notes sold pursuant to the full exercise of the initial purchasers' option to purchase additional notes. Net proceeds totaled $4,137.0 million after deducting initial purchasers' discounts, before estimated offering expenses.

The notes bear interest at 2.875% per year, payable semiannually beginning April 1, 2027, and mature on April 1, 2033. They are convertible into cash, shares of CoreWeave's Class A common stock, or a combination of both, at CoreWeave's election. The initial conversion price is approximately $97.85 per share, representing a 22.5% premium over the stock's last reported sale price on September 17, 2026.

CoreWeave used a portion of the proceeds to fund capped call transactions with multiple financial counterparties, at a cost of approximately $566.2 million. The cap price on those transactions is $199.70 per share, representing a 150% premium over the September 17, 2026 closing price of $79.88 per share. The transactions are intended to reduce potential dilution upon conversion of the notes. The remainder of the net proceeds will be used for general corporate purposes.

The notes are senior unsecured obligations, guaranteed by CoreWeave's wholly owned subsidiaries that also guarantee its existing senior notes. CoreWeave may redeem the notes on or after April 5, 2030, subject to certain stock price and other conditions.