CoreWeave Inc. (NASDAQ: CRWV) plans to sell $3 billion in convertible senior notes due 2033 in a private placement, the company said on Sept. 17, 2026.
The issuer intends to grant initial purchasers an option to buy up to an additional $500 million in notes, exercisable within 13 days of the initial closing, potentially expanding the offering to $3.5 billion.
The notes will mature on April 1, 2033, unless earlier repurchased, redeemed or converted. They will accrue interest payable semi-annually in cash, with the exact coupon rate and initial conversion rate to be set at pricing.
The securities will be general senior, unsecured obligations of CoreWeave and will be guaranteed by the company’s wholly owned subsidiaries that already guarantee its existing senior and convertible notes. Noteholders will hold conversion rights under certain circumstances and during specified periods, and CoreWeave may settle conversions in cash, shares of Class A common stock, or a combination of both.
A portion of the proceeds will fund capped-call transactions with the initial purchasers or their affiliates and other financial institutions. CoreWeave said the capped calls are designed to reduce potential dilution to its Class A common stock upon note conversions and to offset potential cash payments that could exceed the principal amount of converted notes, subject to a cap.
The remaining proceeds will be used for general corporate purposes, the company said.
Option counterparties or their affiliates are expected to enter into derivative transactions or purchase CoreWeave Class A common stock shares concurrently with or shortly after pricing, which could affect the market price of the stock or the notes.
The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The securities have not been registered under the Securities Act.
