CoreWeave completed a $2,587,500,000 offering of 1.75% convertible notes due 2031 on Dec 11, 2025

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

CoreWeave (Nasdaq: CRWV), which calls itself the essential cloud for AI, completed a private offering of $2,587,500,000 aggregate principal amount of 1.75% convertible senior notes due 2031 on Dec 11, 2025, it said in an 8-K filed that day. An 8-K is the current report a US-listed company files after a material event; this one covered items 1.01 (a material agreement), 3.02 (an unregistered sale of securities) and 8.01 (other events). The total included the initial purchasers' full exercise of an option to buy an additional $337,500,000 of the notes, and the notes were sold to persons reasonably believed to be qualified institutional buyers under Rule 144A.1^,2^,3^,4^,5^,6^,7

The notes carried interest of 1.75% a year, paid semiannually on Jun 1 and Dec 1 from Jun 1, 2026, and were due to mature on Dec 1, 2031 unless converted, redeemed or repurchased earlier. They were general senior, unsecured obligations of CoreWeave, guaranteed by those of its wholly owned subsidiaries that guarantee its existing 9.250% Senior Notes due 2030 and 9.000% Senior Notes due 2031. Convertible notes are debt that holders can convert; these could be converted into cash, shares of Class A common stock or a combination, at CoreWeave's election. The initial conversion rate was 9.2764 shares per $1,000 of principal, an initial conversion price of approximately $107.80 a share, which CoreWeave described as a premium of approximately 25% over the last reported sale price of its Class A stock on Dec 8, 2025. Conversion in full at the maximum conversion rate could have issued at most 30,003,356 shares, and CoreWeave could not redeem the notes before Dec 5, 2028.8^,9^,10^,11^,12^,13^,14

Net proceeds were approximately $2,542.2 million after the initial purchasers' discounts and before estimated offering expenses. CoreWeave said it used a portion to pay for capped call transactions and intended to use the rest for general corporate purposes. It entered into the capped calls with banks that include Wells Fargo, Citibank and Barclays, at a cost of approximately $340.0 million. The filing said the capped calls were expected generally to reduce potential dilution of the Class A stock on conversion, or to offset cash payments above the principal of converted notes, subject to a cap. The cap price was initially $215.60 a share, a premium of 150% over the $86.24 last reported sale price of the stock on Dec 8, 2025.15^,16^,17^,18^,19^,20

CoreWeave announced the offering on Dec 8, 2025 at $2 billion, with an option for up to an additional $300 million, and priced it on Dec 9, upsized to $2.25 billion.21^,22^,23^,24

This account rests on the 8-K and its press releases; the indenture, filed as Exhibit 4.1, is not among the texts read here.25