$CRWV · CoreWeave, Inc.
CoreWeave completed an upsized $4.2 billion private offering of 2.875% Convertible Senior Notes due 2033 on September 22, 2026, including the full $500M greenshoe. The Notes convert at an initial price of ~$97.85 per share (22.5% premium to the $79.88 last sale on September 17, 2026). Net proceeds were $4,137.0M after discounts; $566.2M was used to enter capped call transactions with a $199.70 cap price (150% premium) to reduce dilution on conversion.
- $4.2B aggregate principal of 2.875% Convertible Senior Notes due 2033, upsized from original offering with full greenshoe exercised.
- Initial conversion price of ~$97.85 per share, a 22.50% premium over the $79.88 last sale price on September 17, 2026.
- Net proceeds were $4,137.0M after discounts; $566.2M used to fund capped call transactions with a $199.70 cap price (150% premium).
- Maximum of 52,578,540 Class A shares issuable upon full conversion at the maximum conversion rate of 12.5187 shares per $1,000 principal.
- Notes are senior unsecured, guaranteed by subsidiaries backing CoreWeave's existing high-yield notes (9.250%, 9.000%, 9.750%, 9.625%, 8.500%
Stock is +1.26% since filing at $86.76 in after-hours. The low 2.875% coupon versus CoreWeave's existing 8.5%-9.75% high-yield stack signals strong institutional demand for AI-infrastructure credit, while the capped calls at a 150% premium suggest confidence the stock won't need to double for dilution protection to matter.
A $4.2B convertible raise at 2.875% — versus 8.5%-9.75% on existing notes — demonstrates the market's willingness to extend cheap capital to AI infrastructure plays in exchange for equity upside.
AI-infrastructure companies continue tapping convertible debt markets at favorable terms. CoreWeave's 2.875% coupon contrasts sharply with its existing 8.5%-9.75% high-yield notes, reflecting the equity-upside sweetener that convert buyers demand in the GPU-cloud space.
The $4.2B adds to CoreWeave's already substantial debt load alongside existing notes carrying 8.5%-9.75% coupons. If the stock fails to sustain levels above the $97.85 conversion price, the Notes remain as debt with a 2033 maturity, and the $566.2M spent on capped calls is sunk cost.
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