← CoreWeave · FinancingEdit
1.75% Convertible Senior Notes due 2031
Dec 11, 2025 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$2.25B (+ $337.5M greenshoe)
Net proceeds
Coupon
1.75%
Issue date
Dec 11, 2025
Maturity
2031
Seniority
Conversion ratio
9.2764 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$107.8
Underlying shares
20,871,985calculated: principal ÷ conversion price, unless directly stated
Dilution %
4.2%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Economic analysis
Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
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 $107.80Notes redeemed for cash at maturity (or company's election); no dilution.
Above $107.80In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
498,317,512
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
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), 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), Convertible senior notes due 2033 ($4.20B), Capped call transactions ($566.2M)
— of which existing debt
$51.55B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedCoreWeave closes $2.25 billion of 1.75% Convertible Senior Notes due 2031
Dec 11, 2025