CoreWeave completed a $4.2 billion offering of 2.875% convertible notes on Sep 22, 2026

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, a cloud provider for AI work, completed a private sale to qualified institutional buyers of $4.2 billion in principal amount of 2.875% convertible senior notes due 2033 on Sep 22, 2026, it said in an 8-K, the report a US-listed company files with the SEC when a material event occurs. Convertible notes are bonds that holders can exchange for shares; when holders convert these, CoreWeave can pay in cash, shares of Class A common stock or a mix, at its election.1^,2^,3^,4

The notes pay 2.875% interest a year, semiannually from Apr 1, 2027, and mature on Apr 1, 2033. The notes are senior, unsecured obligations of CoreWeave, guaranteed by wholly owned subsidiaries that guarantee, now or later, its existing notes. The initial conversion price was about $97.85 a share, a premium of about 22.50% over the last reported sale price of $79.88 on Sep 17, 2026. At the maximum conversion rate, up to 52,578,540 Class A shares could be issued if all the notes converted, the 8-K said.5^,6^,7^,8^,9^,10

CoreWeave also bought capped calls, privately negotiated contracts with banks that, the 8-K said, were expected generally to reduce dilution of its Class A stock when notes convert, or to offset cash it owes above the principal. The cap price started at $199.70 a share, 150.0% above the last reported sale price of $79.88 on Sep 17, 2026, and the capped calls cost about $566.2 million. Net proceeds were $4,137.0 million, after the initial purchasers' discounts and before offering expenses; CoreWeave used part of that to pay for the capped calls and said it intended to use the rest for general corporate purposes.11^,12^,13^,14^,15^,16

The offering began on Sep 17, 2026, when CoreWeave announced it intended to offer $3.0 billion of the notes. On Sep 18 it priced an upsized $3.7 billion offering, and the initial purchasers exercised in full their option to buy $500 million more. On Jun 18, 2026 CoreWeave had completed an offering of $1,250 million of 9.625% dollar senior notes due 2032 and €2,000 million of 8.500% euro senior notes due 2032. The indenture and the form of note are filed with the 8-K as exhibits.17^,18^,19^,20^,21