CoreWeave intends a $3.0 billion convertible notes sale and an ATM for up to 35 million shares

CoreWeave, Inc. (Nasdaq: CRWV) said on September 17, 2026 that it intends to offer $3.0 billion of convertible senior notes due 2033, and that initial buyers may take up to $500 million more. The same Form 8-K signs an equity distribution agreement under which up to 35 million Class A shares may be sold over time, including in an at-the-market offering. The notes are not issued in this report, and share sales under the agreement are optional. (Form 8-K AccNo 0001769628-26-000429)

An intended note sale, with the rate still open

Item 7.01 is a Regulation FD item. CoreWeave says that item, and Exhibits 99.1 and 99.2, will not be treated as filed under the Exchange Act.

The notes would be senior unsecured obligations, offered to qualified institutional buyers under Rule 144A, and guaranteed on a senior unsecured basis by certain wholly owned subsidiaries. The press release, Exhibit 99.1, names those guarantors as the wholly owned subsidiaries that already guarantee the 9.250% senior notes due 2030, the 9.000% senior notes due 2031, the 9.750% senior notes due 2031, the 9.625% senior notes due 2032, the 8.500% senior notes due 2032, and the 1.75% convertible notes due 2031 and 2032. It sets maturity at April 1, 2033, with cash interest paid semiannually, and says conversions may be settled in cash, Class A shares, or a mix, at the company’s election.

That press release does not set the coupon or the conversion rate. It says both will be fixed at pricing. Exhibit 99.2, a furnished investor presentation marked confidential, lists an expected coupon of 2.375% to 2.875% and an expected conversion premium of 22.5% to 27.5%. The same offering summary describes a cleanup call if fewer than $100 million of notes remain, no other call before April 5, 2030, and a later provisional call if the stock is at least 130% of the conversion price for a specified period. It names an expected pricing time after the close on September 17, and lists Morgan Stanley, Goldman Sachs, J.P. Morgan and Wells Fargo as active bookrunners. Those are expected terms on a furnished page. This 8-K does not report that the offering has priced.

A portion of any net proceeds is intended to pay for capped call transactions covering, subject to adjustment, the Class A shares that would initially underlie the notes. The remainder is for general corporate purposes. The same split would apply if the extra principal is sold. The filing does not state a dollar cost for the capped calls, or a net-proceeds amount.

The share agreement is a ceiling

Item 8.01 is a signed contract, not a furnished announcement. On September 17 CoreWeave entered an equity distribution agreement with Deutsche Bank Securities, Goldman Sachs, J.P. Morgan, Jefferies, Morgan Stanley, MUFG Securities Americas, Citigroup, Credit Agricole Securities (USA), SG Americas, TD Securities (USA) and Wells Fargo Securities as sales agents. Deutsche Bank AG, London Branch, Goldman Sachs Bank USA, Morgan Stanley and Citibank, N.A. are the forward purchasers. Deutsche Bank Securities, Goldman Sachs, Morgan Stanley and Citigroup act for them as forward sellers.

Up to 35 million Class A shares may be sold through or to the agents, or as borrowed shares sold by a forward seller under a collared forward. Sales, if any, may be an at-the-market offering under Rule 415, ordinary brokerage transactions, sales to or through a market maker, negotiated prices, or privately negotiated blocks. They would be made under Form S-3 file number 333-296553, filed June 5, 2026, or a later replacement registration statement. A sales agent’s commission is up to 2% of the price of shares it sells. Whether any shares are sold is left to CoreWeave, based on market conditions, the trading price, capital needs and how it chooses to fund itself.

On a collared forward, CoreWeave would not receive cash when the borrowed shares are sold. At settlement it would deliver shares and receive a price between a floor and a cap. Item 8.01 explains that those bounds are percentages of a hedge reference price. It does not state the percentages. A forward hedge selling commission may be zero and cannot exceed 2%. The company may elect to take part of the amount above the floor in shares instead of cash.

Net proceeds from share sales or forward settlements, if any, are for general corporate purposes. The agreement says that category may include debt repayment, operating expenses, capital spending, investments in subsidiaries, acquisitions, and support for an objective of moving the enterprise credit profile toward investment grade. That last point is the company’s stated aim in the 8-K, not a rating action.

The two raises are meant to stay apart

CoreWeave says it expects to agree with the note buyers that no shares will be sold under the equity distribution agreement until at least 30 days after the date of the notes purchase agreement. That is an expectation. This report does not say the standstill has been signed, and it does not give a purchase-agreement date, because the notes have not been issued.

The distribution-agreement description is qualified by Exhibit 1.1, including the form of master forward confirmation. The practical point is narrower than the forward math. CoreWeave has opened two capital paths on one day, and this filing does not show that either path has been used.