CoreWeave Inc. priced a private offering of $3.7 billion in convertible senior notes due 2033, increasing the size of the offering from a previously announced $3.0 billion. The Livingston, N.J.-based cloud infrastructure company said the offering will settle on Sept. 22, subject to customary closing conditions.
The notes carry a 2.875% annual interest rate, payable semiannually in arrears beginning April 1, 2027. Initial purchasers have an option to buy up to an additional $500 million in notes within 13 days of issuance. The company estimated net proceeds of approximately $3.6 billion after deducting discounts and commissions, or about $4.1 billion if the option is exercised in full.
CoreWeave plans to allocate approximately $498.8 million of the proceeds to enter into capped call transactions. The cap price on those options is $199.70 per share, representing a 150% premium over the company’s Sept. 17 closing price. Any remaining proceeds will be used for general corporate purposes.
The convertible notes will initially convert at a rate of 10.2194 shares of CoreWeave’s Class A common stock per $1,000 principal amount, implying an initial conversion price of approximately $97.85 per share. That price carries a 22.50% premium over the stock’s last reported sale price of $79.88 on Sept. 17, 2026.
Noteholders may convert the notes at their option upon the occurrence of specific events prior to Jan. 3, 2033, and thereafter at any time until two trading days before maturity. CoreWeave may settle conversions in cash, shares, or a combination of both. The company also retains the right to redeem all or part of the notes for cash beginning April 5, 2030, if certain conditions are met, including the stock price reaching at least 130% of the conversion price for a specified period.
Shares of CoreWeave traded on the NASDAQ under the ticker CRWV.
