CoreWeave has priced an upsized $3.7 billion private offering of 2.875% convertible senior notes due 2033, increasing the deal from the previously announced $3 billion as the AI cloud infrastructure company continues raising capital to support its expansion.
The offering is expected to settle on September 22, 2026, subject to customary closing conditions. CoreWeave has also granted the initial purchasers an option to buy up to an additional $500 million of notes, potentially increasing the total offering to $4.2 billion.
The notes will carry a 2.875% annual interest rate, payable semiannually beginning April 1, 2027, and will mature on April 1, 2033 unless they are repurchased, redeemed or converted earlier.
The securities will be senior unsecured obligations of CoreWeave and will be guaranteed by wholly owned subsidiaries that also guarantee several of the company’s existing senior and convertible notes.
CoreWeave expects net proceeds of approximately $3.64 billion after initial purchaser discounts and commissions but before estimated offering expenses.
If purchasers exercise their additional $500 million option in full, net proceeds could increase to approximately $4.14 billion.
Approximately $498.8 million of the proceeds will be used to fund capped call transactions designed to reduce potential dilution or offset certain cash payments if the notes are converted.
The remaining proceeds are expected to be used for general corporate purposes.
The notes initially convert at a rate of 10.2194 shares of CoreWeave Class A common stock per $1,000 principal amount, corresponding to an initial conversion price of approximately $97.85 per share.
That represents a premium of approximately 22.5% over CoreWeave’s $79.88 closing price on September 17.
CoreWeave will have the option to settle conversions using cash, shares or a combination of both.
The company may also redeem some or all of the notes beginning in April 2030 if its stock trades at specified levels above the conversion price for a required period and certain other conditions are met.
The capped call structure is particularly important because convertible debt can ultimately create dilution for existing shareholders if holders convert their securities into stock.
CoreWeave’s capped calls cover the number of shares initially underlying the notes and are intended to reduce that potential dilution or offset cash payments associated with conversions.
The initial cap price is $199.70 per share, representing a 150% premium to CoreWeave’s September 17 closing price.
The financing represents another large capital raise for CoreWeave as the company invests heavily in the computing infrastructure required to support increasingly demanding AI workloads.
CoreWeave provides cloud infrastructure optimized for artificial intelligence, giving AI labs, startups and large enterprises access to computing resources and technical infrastructure for training and deploying AI models.
The company was founded in 2017 and completed its Nasdaq listing under the CRWV ticker in March 2025.
The scale of the new convertible offering reflects the capital intensity of the AI infrastructure market, where operators need substantial funding for GPUs, data centers, networking equipment, power infrastructure and related technology.
Convertible debt can allow companies to raise large amounts of capital at lower cash interest rates than conventional unsecured debt while offering investors potential upside if the issuer’s stock rises substantially.
For CoreWeave, the 2.875% coupon compares with materially higher interest rates attached to several of its existing traditional senior notes.
The company currently has outstanding senior notes carrying coupons ranging from 8.5% to 9.75%, along with 1.75% convertible senior notes due in 2031 and 2032.
The latest offering therefore provides CoreWeave with another source of long-duration capital as it scales an AI cloud platform designed for some of the industry’s most compute-intensive customers.
