CoreWeave raises $3 billion in convertible notes offering

CoreWeave raises $3 billion in convertible notes offering

Thu, September 17, 2026 at 7:56 PM GMT+3 2 min read

• CRWV +1.85%

CoreWeave announced Thursday its intention to raise $3 billion through a private offering of convertible senior notes due 2033, with initial purchasers also granted an option to buy up to an additional $500 million in notes.

The notes carry a maturity date of April 1, 2033, and are classified as senior unsecured obligations, though they may exit earlier through repurchase, redemption, or conversion, the company said. Interest will be paid in cash semi-annually. At its own discretion, CoreWeave said it may satisfy note conversions through cash payments, issuance of Class A common stock, or some mix of the two. The interest rate, initial conversion rate, and other terms will be set at pricing.

CoreWeave said it intends to direct part of the proceeds into capped call transactions, a hedging mechanism meant to limit the dilutive effect on Class A common stockholders if the notes are converted. The remainder will go toward general corporate purposes.

Alongside the debt offering, CoreWeave filed an 8-K disclosing that it entered into an equity distribution agreement with a group of banks including Deutsche Bank Securities, Goldman Sachs, J.P. Morgan Securities, and Morgan Stanley, among others. Under that agreement, CoreWeave may sell up to 35 million shares of Class A common stock through an at-the-market program. Sales agents will receive a commission of up to 2% of the sales price for shares sold through them, the company said.

CoreWeave said it expects no shares will be sold under the stock program until at least 30 days after the purchase agreement for the convertible notes offering is signed. The company said proceeds from the stock program, if any, would also be used for general corporate purposes, which may include repayment of debt, capital expenditures, and support for its goal of moving toward an investment-grade credit profile.

CoreWeave shares fell more than 2% ahead of Thursday's opening bell. As of Wednesday's close, the stock had advanced more than 16% on a year-to-date basis, according to CNBC.

During the third quarter, CoreWeave entered into short-term agreements with customers for compute capacity at an annualized rate of roughly $40 million per megawatt, and raised its contracted power to approximately 4.2 gigawatts, up from 3.7 gigawatts at the end of June, according to CNBC. Its second-quarter revenue backlog stood at $104.2 billion, and the company later disclosed more than $25 billion in further customer commitments that were signed in the early weeks of the third quarter, according to CNBC.

CoreWeave completed its public listing on Nasdaq under the ticker CRWV in March 2025, the company said.