CoreWeave, the U.S. artificial intelligence compute infrastructure provider listed on Nasdaq as CRWV, said it has priced a private offering of $3.7 billion of 2.875% convertible senior notes due 2033. The offering was increased from the originally planned $3 billion and is expected to close on Sept. 22, 2026, subject to customary closing conditions. The company also granted the initial purchasers an option to buy up to an additional $500 million of notes within 13 days.
Terms of the notes
The notes are fully and unconditionally guaranteed by CoreWeave’s wholly owned subsidiaries and rank as senior unsecured debt. They carry an annual interest rate of 2.875%, with interest payments scheduled every six months beginning on April 1, 2027.
The initial conversion rate was set at 10.2194 shares of Class A common stock for each $1,000 principal amount of notes. That implies an initial conversion price of about $97.85 per share, representing a 22.50% premium to CoreWeave’s Sept. 17, 2026 closing price of $79.88. CoreWeave said it may settle conversions in cash, shares, or a combination of both.
Use of proceeds and capped call transactions
After deducting underwriting discounts and commissions, CoreWeave expects net proceeds of about $3.6445 billion. The company plans to use about $498.8 million of that amount to pay the cost of capped call transactions, with the remainder allocated to general corporate purposes.
The capped call transactions carry an initial cap price of $199.70 per share, equal to a 150% premium. CoreWeave said the structure is intended to reduce potential dilution to its common stock and lower potential cash outlays if the notes are converted in the future.
Hedging activity and offering structure
Financial institutions involved in the capped call transactions, along with their affiliates, are expected to enter hedging transactions during the pricing process and in later market activity. Those transactions may involve derivatives or direct purchases and sales of CoreWeave Class A common stock in the open market, and the company said such activity could affect the market price of the shares.
The offering is being made under Rule 144A of the U.S. Securities Act of 1933 and is limited to qualified institutional buyers. The notes have not been registered in a public offering. CoreWeave said the issuance and sale of the notes are expected to settle on Sept. 22, 2026, subject to customary closing conditions.
Key figures from the deal
- Offering size: $3.7 billion in convertible senior notes due 2033.
- Coupon: 2.875% annually.
- Upsized from an originally planned $3 billion.
- Additional purchase option: up to $500 million within 13 days.
- Initial conversion price: about $97.85 per share.
- Premium to Sept. 17, 2026 closing price of $79.88: 22.50%.
- Expected net proceeds: about $3.6445 billion.
- Amount allocated to capped call transactions: about $498.8 million.
- Initial cap price for the capped call: $199.70 per share.