CoreWeave prices upsized $3.7 billion convertible notes due 2033
CoreWeave said it priced a private offering of $3.7 billion aggregate principal amount of 2.875% convertible senior notes due 2033, upsized from the $3.0 billion it proposed on September 17. Settlement is scheduled for September 22, 2026, subject to customary closing conditions. Initial purchasers have a 13-day option for up to an additional $500 million. The notes are senior unsecured obligations, jointly and severally guaranteed by the same wholly owned subsidiaries that guarantee CoreWeave’s existing senior and convertible notes, with interest payable semiannually beginning April 1, 2027. Maturity is April 1, 2033, unless earlier repurchased, redeemed, or converted. The initial conversion rate is 10.2194 Class A shares per $1,000 principal (about $97.85 per share), a roughly 22.50% premium to the September 17 Nasdaq close of $79.88. CoreWeave estimates net proceeds of about $3,644.5 million (about $4,137.0 million if the option is exercised in full), before offering expenses; about $498.8 million is earmarked for capped call transactions (initial cap price $199.70 per share, a 150% premium to the same $79.88 close), with the remainder for general corporate purposes. The notes were offered to qualified institutional buyers under Rule 144A.
Why it matters
Pricing locks coupon, size, and conversion terms one day after the proposed deal. The upsize and 22.5% conversion premium are the new facts versus the September 17 proposed $3.0 billion card; cash does not hit until settlement.
Companies
- CoreWeave
Risks
- Closing is not guaranteed.
- Capped-call and purchaser hedging can move the stock around pricing and settlement.
- The separate ATM for up to 35 million Class A shares remains a later equity overhang.