CoreWeave completed a $4.2 billion private placement of 2.875% Convertible Senior Notes due 2033 on 22 September 2026, upsizing the offering from an initial $3 billion target announced five days earlier, TradingView reported.
Key points
- CoreWeave issued $4.2 billion of 2.875% convertible senior notes due 2033, up from an initial $3 billion announcement on 17 September
- The notes carry an initial conversion price of approximately $97.85 per share of Class A common stock
- $566.2 million in capped call transactions with nine global banks set an initial cap price of $199.70 per share
- About $4.137 billion in net proceeds will go toward the capped call transactions and general corporate purposes
- The 2.875% coupon compares with 8.5% to 9.75% on CoreWeave’s existing traditional senior notes
Upsizing and pricing
Quartz reported the initial $3 billion announcement on 17 September, Pulse2 reported the pricing of an upsized $3.7 billion offering on 18 September, and TradingView reported the final $4.2 billion completion. The notes were issued under a new Indenture with U.S. Bank Trust Company as trustee and are senior unsecured obligations guaranteed by certain subsidiaries. Interest is payable semi-annually beginning 1 April 2027, with maturity on 1 April 2033 unless repurchased, redeemed or converted earlier.
The initial conversion rate is 10.2194 shares of Class A common stock per $1,000 principal amount, corresponding to a conversion price of approximately $97.85 per share. That represented a premium of approximately 22.5% over CoreWeave’s $79.88 closing price on 17 September, Pulse2 reported. CoreWeave may settle conversions in cash, shares or a combination of both at its election.
Capped call hedge
CoreWeave entered $566.2 million in capped call transactions with a group of banks comprising Barclays, Credit Agricole, Citibank, Deutsche Bank, Santander, Scotiabank, Goldman Sachs, HSBC and Wells Fargo. The initial cap price is $199.70 per share, a 150% premium to the 17 September close. The capped call transactions cover the shares initially underlying the notes and are designed to lessen potential dilution from conversions or counter certain cash obligations if conversion occurs, up to a limit.
Capital for infrastructure
The net proceeds of about $4.137 billion will finance the capped call transactions and general corporate purposes. The 2.875% coupon is materially lower than the 8.5% to 9.75% coupons on CoreWeave’s existing traditional senior notes, providing cheaper long-duration capital. The company also has outstanding 1.75% convertible senior notes due 2031 and 2032.
CoreWeave, which listed on Nasdaq under CRWV in March 2025, reported approximately 4.2 gigawatts of contracted power as of September 2026, targeting more than 8 GW by 2030. Its second-quarter revenue backlog stood at $104.2 billion, with more than $25 billion in additional customer commitments signed in early Q3. The company deployed seven Nvidia Vera Rubin NVL72 racks as its shares rose, AI Affairs reported.
