CoreWeave issued $4 billion of 1.75% convertible notes and $1.75 billion of 9.750% senior notes on Apr 14, 2026
The convertible notes came with capped call hedges that cost $492.0 million.
On Apr 14, 2026, CoreWeave completed a private offering of $4 billion in principal amount of 1.75% convertible senior notes due 2032. Convertible notes are debt that can be turned into shares; these can be settled in cash, Class A shares or a mix, at CoreWeave's choice. The total includes the full exercise of the initial purchasers' option to buy an additional $500 million. The same day CoreWeave also completed $1.75 billion of 9.750% senior notes due 2031. CoreWeave reported both in a Form 8-K, the report a US-listed company files after a significant event, filed on Apr 14, 2026.1,2,3,4,5
The convertible notes carried interest of 1.75% a year, payable twice a year from Oct 1, 2026, with a maturity date of Oct 1, 2032. Their initial conversion price was approximately $119.60 a share, a premium of approximately 30.0% over the last reported sale price on Apr 9, 2026. The filing set a maximum of 43,478,000 shares issuable if all of them converted, at the maximum conversion rate. Net proceeds were $3,940.0 million after the initial purchasers' discounts and before offering expenses; CoreWeave used part to fund the capped calls and said it intended to use the rest for general corporate purposes.6,7,8,9,10,11
CoreWeave had entered into capped call transactions with a group of financial institutions on Apr 9, and further ones on Apr 10 after the initial purchasers exercised their option. The filing said the transactions were expected generally to reduce the potential dilution to its Class A common stock upon any conversion of the convertible notes, or to offset cash payments above the notes' principal, subject to a cap. The cap price started at $230.00 a share, 150.0% above the $92.00 last reported sale price on Apr 9, 2026, and the capped calls cost $492.0 million.12,13,14,15
The senior notes carried 9.750% interest, payable twice a year from Oct 1, 2026, with a maturity date of Oct 1, 2031. CoreWeave said it intended to use their proceeds for general corporate purposes, including repaying debt. The text of the Apr 14 filing printed the principal of the senior notes as $1,750,000; CoreWeave's 8-K filed Apr 21, 2026, gave the same Apr 14 issue as $1,750,000,000, the figure used here.16,17,18,4,19
On Jan 23, 2026, CoreWeave had sold NVIDIA 22,935,780 Class A shares at $87.20 a share for $2 billion in cash, and on Mar 30, 2026 a subsidiary signed an $8.5 billion delayed draw term loan facility. After this filing, on Apr 15, 2026, CoreWeave sold 9,174,311 Class A shares to Jane Street Global Trading at $109.00 a share for approximately $1.0 billion in cash. On Apr 21, 2026 it completed an additional $1,000,000,000 of the same senior notes, for a total of $2,750,000,000.20,21,22,23,24,25,19,26
How each figure was checked
- the convertible notes completed on Apr 14, 2026April 14, 2026; $4,000,000,000; 1.75%; 2032SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- how the convertible notes can be settledSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the initial purchasers' option exercised in full$500,000,000SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the same Apr 14 issue as the Apr 21 8-K states itApril 14, 2026; $1,750,000,000; 9.750%; 2031SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
- when the 8-K was filedApr 14, 2026
- interest and maturity of the convertible notes1.8%; October 1, 2026; October 1, 2032SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the initial conversion priceapproximately $119.60 per shareSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the conversion price premium and the reference dayapproximately 30.0%; April 9, 2026SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the maximum shares on conversion in full43,478,000 sharesSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- net proceeds of the convertible offering$3,940.0 millionSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- use of the convertible proceedsSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the first capped call transactions, their date and counterpartiesApril 9, 2026SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the additional capped call transactions and their dateApril 10, 2026SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- what the capped calls were expected to do, and that it is subject to a capSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the cap price, its premium and the cost of the capped calls$230.00 per share; 150.0%; $92.00 per share; April 9, 2026; $492.0 millionSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- interest and maturity of the senior notesOctober 1, 2031; 9.750%; October 1, 2026SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- use of the senior notes proceedsSEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the principal amount as this 8-K prints it$1,750,000SEC EDGAR, Form 8-K filed Apr 14, 2026 ↗
- the additional senior notes completed on Apr 21, 2026April 21, 2026; $1,000,000,000; 9.750%SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
- the share sale to NVIDIAJanuary 23, 2026; 22,935,780 shares; $87.20 per share; $2 billionSEC EDGAR, Form 8-K filed Jan 26, 2026 ↗
- the buyer of the sharesSEC EDGAR, Form 8-K filed Jan 26, 2026 ↗
- the delayed draw term loan facilityMarch 30, 2026SEC EDGAR, Form 8-K filed Mar 31, 2026 ↗
- the size of the facility$8.5 billionSEC EDGAR, Form 8-K filed Mar 31, 2026 ↗
- the share sale to Jane StreetApril 15, 2026; 9,174,311 shares; $109.00 per share; approximately $1.0 billionSEC EDGAR, Form 8-K filed Apr 15, 2026 ↗
- the buyer of the sharesSEC EDGAR, Form 8-K filed Apr 15, 2026 ↗
- the total of the notes under the indenture$2,750,000,000SEC EDGAR, Form 8-K filed Apr 21, 2026 ↗
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The record
- Company
- CoreWeave (CIK 1769628)
- Form
- 8-K
- Accession
- 0001769628-26-000164
- Filed
- Apr 14, 2026
- Period of report
- Apr 9, 2026
- Items
- 1.01 Material agreement, 2.03 New financial obligation, 3.02 Unregistered share sale
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