01—Abstract
Summary
Summary of the 8-K filed December 11, 2025. Cited figures are marked; the original filing is the authoritative source.
On December 11, 2025, CoreWeave (CRWV) closed a private Rule 144A offering of $2.5875 billiona aggregate principal of 1.75% Convertible Senior Notes due December 1, 2031, including the full exercise of the initial purchasers' $337.5 million option.
The notes are general senior unsecured obligations, guaranteed by the same subsidiaries that guarantee its existing 9.250% Senior Notes due 2030 and 9.000% Senior Notes due 2031. Net proceeds were approximately $2,542.2 millionb before offering expenses. CoreWeave used a portion to buy capped call transactions costing about $340.0 million, and intends to use the remainder for general corporate purposes.
The notes are cash-, share-, or combination-settled at CoreWeave's election, which gives the company flexibility over dilution. The initial conversion price is approximately $107.80c per share, a 25% premium to the $86.24 closing price on December 8, 2025. The conversion rate is 9.2764 shares per $1,000 principal, and the maximum issuable shares upon full conversion, including the make-whole-type rate increase, are about 30.0 million.
The capped calls have a cap price of $215.60d (150% premium), which offsets dilution up to that level. Above the cap, dilution and cash-settlement exposure would return. Redemption is not permitted before December 5, 2028, and then only if the stock trades at or above 130% of the conversion price for a specified period.
For investors, the key takeaways are a low coupon that lowers near-term interest cost, a meaningful increase in total debt that adds to CoreWeave's already substantial leverage, and dilution that is largely mitigated by the capped calls within the stated price range. Holders have put rights on a fundamental change at par, and the notes include standard covenants and cross-default protections. The filing itself does not report operating results or cash flow, so the leverage impact should be assessed alongside CoreWeave's periodic reports.
02—Key points
Key Highlights
- Upsized offering: $2.5875 billion of 1.75% convertible senior notes due 2031, including the full $337.5 million over-allotment option, priced December 9, 2025 and closed December 11, 2025.
- Net proceeds of approximately $2,542.2 million before offering expenses, with about $340.0 million spent on capped call transactions and the remainder for general corporate purposes.
- Conversion price of approximately $107.80 per share, a roughly 25% premium to the $86.24 reference price on December 8, 2025; maximum share issuance of about 30.0 million shares.
- Capped calls with a $215.60 cap price (150% premium) are designed to reduce dilution up to that level, with no benefit to holders and no effect on note terms.
- Settlement is flexible: conversions can be settled in cash, Class A shares, or a combination, at CoreWeave's election.
- No optional redemption before December 5, 2028; thereafter redemption at par requires the stock to trade at or above 130% of the conversion price for a specified period.
- Notes are senior unsecured and guaranteed by subsidiaries that guarantee the existing 9.250% 2030 and 9.000% 2031 senior notes, adding to the company's overall debt load.
03—Questions
Frequently Asked Questions
How much debt did CoreWeave raise, and what is the coupon?
CoreWeave raised $2.5875 billion in aggregate principal of 1.75% convertible senior notes due December 1, 2031, including the full exercise of the $337.5 million option. Interest is paid semiannually on June 1 and December 1, beginning June 1, 2026.
At what price would the notes convert, and how much dilution could occur?
The initial conversion price is about $107.80 per share, a roughly 25% premium to the $86.24 close on December 8, 2025. The initial conversion rate is 9.2764 shares per $1,000 principal. Up to about 30.0 million shares could be issued at the maximum conversion rate of 11.5955 shares, subject to adjustments.
What do the capped call transactions do for shareholders?
The capped calls, costing about $340.0 million, are expected to reduce dilution from conversions and offset cash payments above principal up to a cap price of $215.60 per share, a 150% premium to the December 8, 2025 price. Above that level, dilution and cash-payment exposure would resume. Holders of the notes have no rights under the capped calls.
Can CoreWeave force conversion or redeem the notes early?
CoreWeave cannot redeem the notes before December 5, 2028. After that, it may redeem for cash at 100% of principal plus accrued interest, but only if the stock has traded at or above 130% of the conversion price for at least 20 of 30 consecutive trading days before notice is given, and other conditions are met.
What protections do noteholders have?
Holders may require repurchase at 100% of principal plus accrued interest upon a fundamental change, subject to limited exceptions. The indenture contains customary events of default, including cross-default on indebtedness of the greater of $200 million or 5% of LTM EBITDA, and restrictions on mergers and asset sales. Notes are senior unsecured and guaranteed by subsidiary guarantors.
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