CoreWeave closes $4.2B of 2.875% convertible notes due 2033 after full overallotment

CoreWeave said that on September 22, 2026 it completed the sale of $4.2 billion aggregate principal amount of 2.875% Convertible Senior Notes due April 1, 2033, including $500 million from full exercise of the initial purchasers' option, with about $4.14 billion of net proceeds and about $566.2 million of capped-call hedges.

CoreWeave closed a $4.2 billion convertible notes sale, pairing a full $500 million overallotment exercise with capped-call hedges sized to the enlarged book.

$4.2 billion of 2.875% notes due 2033

On September 22, 2026, CoreWeave, Inc. (Nasdaq: CRWV) completed its previously announced upsized private offering of $4.2 billion aggregate principal amount of 2.875% Convertible Senior Notes due 2033. That total includes $500 million purchased after the initial purchasers fully exercised their option to buy additional notes. The notes were issued under an indenture dated as of September 22, 2026 among CoreWeave, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee.

The notes are general senior, unsecured obligations of CoreWeave. They are jointly and severally, fully and unconditionally guaranteed on a senior, unsecured basis by wholly owned subsidiaries that currently or in the future guarantee CoreWeave's existing 9.250% senior notes due 2030, 9.000% senior notes due 2031, 9.750% senior notes due 2031, 9.625% senior notes due 2032, 8.500% senior notes due 2032, 1.75% convertible senior notes due 2031, and 1.75% convertible senior notes due 2032, as those facilities may be amended or refinanced in capital-markets form.

CoreWeave offered and sold the notes to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act. The notes and related guarantees have not been registered under the Securities Act.

Net proceeds were $4.14 billion after deducting the initial purchasers' discounts, before estimated offering expenses. Interest accrues at 2.875% per year and is payable semiannually in arrears on April 1 and October 1, beginning April 1, 2027. The notes mature on April 1, 2033, unless earlier converted, redeemed, or repurchased.

Conversion, settlement, and holder options

The initial conversion rate is 10.2194 shares of CoreWeave Class A common stock per $1,000 principal amount of notes, equal to an initial conversion price of about $97.85 per share. That price represents a premium of about 22.50% over the last reported sale price of $79.88 per share on The Nasdaq Stock Market LLC on September 17, 2026. The conversion rate is subject to customary anti-dilution adjustments.

Upon conversion, CoreWeave will settle in cash, shares of Class A common stock, or a combination of cash and shares, at its election. Before January 3, 2033, holders may convert only if specified conditions are met, including a 130% trading-price trigger after the fiscal quarter ending December 31, 2026, a trading-price condition, a company call for redemption, or certain corporate events described in the indenture. From January 3, 2033 through the close of business on the second scheduled trading day immediately before maturity, holders may convert regardless of those conditions.

Following certain corporate events before maturity, or if CoreWeave delivers a notice of redemption, the company will in specified cases increase the conversion rate for converting holders, subject to a maximum conversion rate of 12.5187 shares per $1,000 principal amount. Based on that maximum rate, a maximum of 52,578,540 Class A shares may initially be issued on conversion in full, subject to anti-dilution adjustments.

If CoreWeave undergoes a fundamental change prior to maturity, subject to a limited indenture exception, holders may require the company to repurchase for cash all or a portion of their notes at 100% of principal plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Company redemption and capped calls

CoreWeave may redeem notes for cash (a provisional redemption) on a redemption date on or after April 5, 2030 and before the 26th scheduled trading day before maturity, but only if the notes are freely tradable as of the notice date (unless a redemption cash settlement election applies), accrued additional interest has been paid as required, and the Class A closing price has been at least 130% of the then-applicable conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the notice date. It may also redeem all outstanding notes (a cleanup redemption) if less than $100.0 million principal remains outstanding and the freely tradable conditions are met. In either case the redemption price is 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date. There is no sinking fund.

On September 17, 2026, in connection with pricing, CoreWeave entered into privately negotiated base capped call transactions with Barclays Bank PLC (Barclays Capital Inc. as agent), Crédit Agricole Corporate and Investment Bank (Credit Agricole Securities (USA) Inc. as agent), Citibank, N.A., Deutsche Bank AG, London Branch through Banco Santander, S.A. as agent, The Bank of Nova Scotia, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Bank USA, National Association, and Wells Fargo Bank, National Association. On September 18, 2026, after the initial purchasers exercised their option, CoreWeave entered into additional capped call transactions with the same counterparties. The capped calls cover, subject to anti-dilution adjustments, the number of Class A shares that initially underlie the notes. They are expected generally to reduce potential dilution and/or offset cash payments above principal on conversion, subject to a cap.

The initial cap price is $199.70 per share, a 150.0% premium to the $79.88 September 17, 2026 last sale, and is subject to adjustment. The cost of the capped call transactions was about $566.2 million. The capped calls are separate from the notes; noteholders have no rights under them.

Use of proceeds and share-issuance ceiling

CoreWeave used a portion of the net proceeds to fund the capped call transactions and intends to use the remainder for general corporate purposes. The Form 8-K does not allocate residual proceeds to named capital projects or acquisitions.

Any Class A shares issued on conversion would be unregistered sales of equity securities under Item 3.02 of the Form 8-K. Initially, a maximum of 52,578,540 shares may be issued on conversion based on the initial maximum conversion rate of 12.5187 shares per $1,000 principal amount, subject to anti-dilution adjustments.