CoreWeave prices $3.7B convertible notes offering due 2033

CoreWeave, Inc. (Nasdaq: CRWV) has priced a private offering of $3.7 billion in aggregate principal amount of 2.875% convertible senior notes due 2033, according to a company statement. The offering was upsized from an initially announced $3.0 billion.

The notes are scheduled to settle on September 22, 2026, and CoreWeave has granted initial purchasers an option to buy up to an additional $500 million in aggregate principal amount within a 13-day period following issuance.

The notes will mature on April 1, 2033, and pay interest semiannually at 2.875% per year, beginning April 1, 2027. The initial conversion rate is set at 10.2194 shares of CoreWeave's Class A common stock per $1,000 principal amount, representing a conversion price of approximately $97.85 per share. That price reflects a 22.5% premium over CoreWeave's closing share price of $79.88 on September 17, 2026.

CoreWeave estimates net proceeds of approximately $3.64 billion, or roughly $4.14 billion if the additional purchase option is exercised in full, after deducting discounts and commissions but before offering expenses.

The company intends to use approximately $498.8 million of the proceeds to fund capped call transactions, which are designed to reduce potential dilution to Class A common stockholders upon note conversion. The cap price on those transactions is set at $199.70 per share, a 150% premium over the September 17 closing price. The remainder of the proceeds will be used for general corporate purposes.

CoreWeave may redeem the notes for cash on or after April 5, 2030, subject to conditions including the stock trading at least 130% of the applicable conversion price for a specified period. The notes are general senior unsecured obligations and will be guaranteed by certain CoreWeave subsidiaries.

The notes were offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and have not been registered under that act.

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