CoreWeave Upsizes Convertible Note Offering to $4.2 Billion

CoreWeave, Inc. has completed the upsizing of its private offering of convertible senior notes. The company finalized the sale of $4.2 billion in aggregate principal amount of its 2.875% Convertible Senior Notes due 2033. This amount includes $500 million from the full exercise of an option granted to initial purchasers to buy additional notes. The offering was made to qualified institutional buyers under Rule 144A.

The notes are general senior, unsecured obligations of CoreWeave and are jointly and severally guaranteed by the company's wholly owned subsidiaries. These subsidiaries currently guarantee CoreWeave's existing senior notes maturing between 2030 and 2032. Interest on the notes is payable semiannually at a rate of 2.875% per year, with the first payment due on April 1, 2027. The notes mature on April 1, 2033, unless earlier converted, redeemed, or repurchased.

CoreWeave estimates that the net proceeds from the offering will be approximately $3,644.5 million, or approximately $4,137.0 million if the initial purchasers exercise their option in full. The company intends to use approximately $498.8 million of the proceeds to fund the cost of entering into capped call transactions. The remaining proceeds are intended for general corporate purposes.

The notes are convertible into CoreWeave’s Class A common stock at an initial rate of 10.2194 shares per $1,000 principal amount, which corresponds to an initial conversion price of approximately $97.85 per share. This price represents a premium of approximately 22.50% over the last reported sale price of $79.88 per share on September 17, 2026. Holders may convert the notes under specific conditions prior to January 3, 2033, and at any time thereafter until the maturity date.

In connection with the offering, CoreWeave entered into capped call transactions with certain financial institutions. These transactions are designed to reduce potential dilution and offset potential cash payments upon conversion. The cap price for these transactions is initially set at $199.70 per share.