CoreWeave, Inc. announced on September 17, 2026, its intention to offer $3.0 billion in aggregate principal amount of convertible senior notes due 2033 in a private offering to qualified institutional buyers. The company also intends to grant the initial purchasers an option to purchase an additional $500 million in notes within 13 days of the initial issuance. The notes will be senior unsecured obligations of CoreWeave and will be jointly and severally guaranteed by the company’s wholly-owned subsidiaries, including those that guarantee its existing senior notes due between 2030 and 2032.
The notes will accrue interest payable in cash semi-annually and mature on April 1, 2033, unless earlier repurchased, redeemed, or converted. Holders will have the right to convert the notes under specified circumstances, with CoreWeave settling conversions in cash, shares of Class A common stock, or a combination of both, at the company’s election. Interest rates, conversion rates, and other terms will be determined at the time of pricing.
In connection with the offering, CoreWeave expects to enter into capped call transactions to reduce potential dilution and offset potential cash payments exceeding the principal amount of converted notes. The company intends to use a portion of the net proceeds to fund the cost of these transactions and the remainder for general corporate purposes.
Separately, CoreWeave entered into an Equity Distribution Agreement with a group of financial institutions, including Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC. Under this agreement, up to 35,000,000 shares of the company’s Class A common stock may be offered and sold from time to time. The company expects to agree with the initial purchasers that no shares will be sold pursuant to this agreement until at least 30 days after the purchase agreement for the convertible notes is executed. Sales will be made through at-the-market offerings or other permitted methods and will be subject to a commission of up to 2.0% to the sales agents.
The Equity Distribution Agreement also allows the company to enter into collared forward sale agreements with forward purchasers. These agreements involve the sale of shares of common stock with a forward floor price and a forward cap price, subject to specific percentage adjustments. The company will not initially receive proceeds from these forward sales, but will deliver shares on the settlement date and receive cash consideration based on the floor price and the difference between the cap and floor prices.
