CoreWeave proposes $3.0 billion convertible notes due 2033 and an at-the-market equity program
In a Form 8-K (a current report companies file with the U.S. Securities and Exchange Commission for material events), CoreWeave said it intends to offer, subject to market conditions, $3.0 billion aggregate principal amount of convertible senior notes due 2033 in a private Rule 144A placement, with an option for initial purchasers to take up to an additional $500 million. Maturity is April 1, 2033; interest rate and conversion terms were not yet set at announcement. The company expects to buy capped-call hedges and use remaining proceeds for general corporate purposes. Separately, it entered an Equity Distribution Agreement allowing sales of up to 35,000,000 Class A shares from time to time — an at-the-market (ATM) program. CoreWeave expects no ATM sales until at least 30 days after the convertible purchase agreement date.
Why it matters
Same-morning convert plus ATM is a large capital stack alongside the higher-pricing disclosure.
Companies
- CoreWeave
Risks
- Offerings may not price or may price on weaker terms.
- Equity ATM is dilutive if used.
Sources
- https://www.sec.gov/Archives/edgar/data/1769628/000176962826000429/crwv-20260917.htm
- https://investors.coreweave.com/news/news-details/2026/CoreWeave-Announces-Proposed-3-0-Billion-Convertible-Senior-Notes-Offering-c9f5439b9/default.aspx
- https://investors.coreweave.com/news/news-details/2026/CoreWeave-Announces-At-the-Market-Offering-Program/default.aspx