Tue, Sep 22, 2026
CoreWeave closes upsized $4.2 billion convertible notes due 2033
Key points
- CoreWeave completed its upsized Rule 144A private offering of $4.2 billion of 2.875% convertible senior notes due April 1, 2033 on September 22, 2026, including the $500 million initial purchasers' option exercised in full.
- The notes priced on September 18, 2026 at $3.7 billion, upsized from the $3.0 billion offering announced September 17, 2026.
- Net proceeds were $4,137.0 million after initial purchasers' discounts and before offering expenses; approximately $566.2 million funded the capped call transactions and the remainder is for general corporate purposes.
- The initial conversion rate is 10.2194 shares per $1,000 principal, an initial conversion price of about $97.85 per share and a 22.5% premium to the $79.88 close on September 17, 2026; a maximum of 52,578,540 Class A shares may be issued on full conversion.
- The capped call cap price is $199.70, a 150% premium; the notes are senior unsecured and guaranteed by the subsidiaries that guarantee CoreWeave's existing senior and convertible notes.