← CoreWeave · FinancingEdit
Convertible senior notes due 2033
Sep 22, 2026 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$4.20B
Net proceeds
$4.14B
Coupon
2.875%
Issue date
Sep 22, 2026
Maturity
Apr 1, 2033 (6.5 years)
Seniority
senior unsecured
Conversion ratio
10.2194 shares / $1,000 principal
Settlement
company_election
Conversion terms
Reference stock price
$79.88 (Sep 17, 2026)
Conversion premium
22.5%
Conversion price
$97.85
Underlying shares
52,578,540calculated: principal ÷ conversion price, unless directly stated
Dilution %
9.5%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Jan 3, 2033
Early conversion trigger
130% of conversion price
Early conversion threshold
$127.205calculated: conversion price × trigger %
Redemption terms
Issuer call date
Apr 5, 2030
Issuer call condition
Redeemable for cash at CoreWeave's option on or after April 5, 2030 and before the 26th scheduled trading day before maturity if the last reported sale price is at least 130% of the then-effective conversion price for a specified period and other conditions are met; also redeemable in full if less than $100.0 million principal remains outstanding. Redemption price is 100% of principal plus accrued interest.
Holder put terms
On a fundamental change, holders may require CoreWeave to repurchase all or part of their notes at 100% of principal plus accrued and unpaid interest.
Make-whole
Conversion rate is increased for notes converted in connection with certain corporate transactions or in connection with a notice of redemption.
Capped call terms
Cost
$566.2M
Strike
$97.85= conversion price of the hedged notes
Cap price
$199.7
Cap premium over reference
150.0%
Shares covered
52,578,540
Settlement
Cost % of principal
13.48%calculated: capped call cost ÷ notes principal
Cost per share
$10.769calculated: capped call cost ÷ shares covered
Max protection per share
$101.85calculated: cap price − conversion price
Max protection value
$5.36Bcalculated: max protection per share × shares covered
Economic analysis
Effective annual cost
4.94%coupon + capped-call cost amortized straight-line over the note's life
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $97.85Notes redeemed for cash at maturity (or company's election); no dilution.
$97.85 – $199.70In the money, but the capped call offsets the dilution — net share impact ~0.
Above $199.70Capped call protection exhausted — dilution resumes above the cap.
Context
Shares outstanding (as of issue date)
551,536,602
Stock price / market cap (as of issue date)
$86.7 · $47.82 mkt cap
Use of proceeds
Approximately $566.2 million to fund the capped call transactions; the remainder for general corporate purposes.
Other financing outstanding (excl. this instrument)
Delayed Draw Term Loan Facility ("DDTL 1.0") ($2.30B), Series C preferred equity (post-money valuation $19B), Delayed Draw Term Loan Facility ("DDTL 2.0") (CoreWeave Compute Acquisition Co. IV, LLC) ($7.50B), IPO — Class A common stock, Nasdaq: CRWV ($1.50B), Revolving credit facility (JPMorgan-led, Amendment No. 3) ($1.50B), 9.250% Senior Notes due 2030 ($2.00B), 9.000% Senior Notes due 2031 ($1.75B), Delayed Draw Term Loan Facility ("DDTL 3.0") (CoreWeave Compute Acquisition Co. VII, LLC) ($2.60B), Fifth Amendment DDTL — incremental $3.0B tranche to DDTL 2.0 ($3.00B), 1.75% Convertible Senior Notes due 2031 ($2.25B), Nvidia private placement of Class A shares ($2.00B), Delayed Draw Term Loan Facility ("DDTL 4.0") (CoreWeave Compute Acquisition Co. VIII, LLC) ($8.50B), 1.75% Convertible Senior Notes due 2032 ($4.00B), 9.750% Senior Notes due 2031 ($1.75B), Jane Street private placement of Class A common stock ($1.00B), 9.750% Senior Notes due 2031 (additional notes tap) ($1.00B), Delayed Draw Term Loan Facility ("DDTL 5.0") (CoreWeave Financing DDTL V, LLC) ($3.10B), 9.625% Senior Notes due 2032 (USD, $1,250 million) ($1.25B), 8.500% Senior Notes due 2032 (EUR, EUR 2,000 million), Delayed Draw Term Loan Facility ("DDTL 5.5") ($2.60B), At-the-market equity program (up to 35 million Class A shares)
— of which existing debt
$49.60B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ProposedCoreWeave proposes $3.0 billion convertible notes due 2033
Sep 17, 2026ClosedCoreWeave closes upsized $4.2 billion convertible notes due 2033
Sep 22, 2026