How much debt did CoreWeave issue, and what is its cost?

CoreWeave issued $4.2 billion of 2.875% convertible senior notes due 2033, with interest paid semiannually on April 1 and October 1, starting April 1, 2027. The lower coupon reflects the conversion feature, which gives holders equity upside in exchange for a lower yield.

How could this offering dilute existing shareholders?

Dilution depends on the stock price relative to the $97.85 conversion price. At the maximum conversion rate, up to about 52.6 million Class A shares could be issued. The capped call transactions, with a $199.70 cap, are expected to offset dilution up to that price, though dilution would still occur above the cap. CoreWeave can also elect to settle conversions in cash, which limits share issuance.

Can CoreWeave redeem the notes early?

Yes, but only under specific conditions. CoreWeave may redeem for cash on or after April 5, 2030, if the stock has traded at or above 130% of the conversion price for 20 of 30 trading days, and the notes are freely tradable. A cleanup redemption is available when outstanding principal is below $100.0 million. The redemption price is 100% of principal plus accrued interest.

What happens if CoreWeave undergoes a change of control?

Upon a fundamental change, holders may require CoreWeave to repurchase their notes in cash at 100% of principal plus accrued interest. For certain corporate events or redemption notices, CoreWeave may increase the conversion rate, subject to a maximum of 12.5187 shares per $1,000 principal.

What are the main risks associated with this debt issuance?

The notes are unsecured and rank alongside CoreWeave's other senior unsecured debt, and they are guaranteed by subsidiaries that guarantee existing notes. Events of default include cross-acceleration from indebtedness above the greater of $200 million or 5% of LTM EBITDA. The filing does not specify the general corporate use of the remaining proceeds, so the impact on leverage and future capital needs should be monitored.

CRWV 8-K: Material Agreements & Securities & Listing

01—Abstract

Summary

Summary of the 8-K filed September 22, 2026. Cited figures are marked; the original filing is the authoritative source.

CoreWeave, Inc. (CRWV) completed a private offering on September 22, 2026 of $4.2 billion^a aggregate principal amount of 2.875% Convertible Senior Notes due April 1, 2033, including the $500 million over-allotment option exercised in full.

The notes are general senior unsecured obligations, guaranteed by CoreWeave's wholly owned subsidiaries that guarantee its existing senior and convertible notes. Net proceeds were $4,137.0 million^b before estimated offering expenses. The company intends to use part of the proceeds to fund capped call transactions (about $566.2 million total cost) and the remainder for general corporate purposes.

The initial conversion price is approximately $97.85^c per share, a 22.50% premium to the $79.88 closing price on September 17, 2026. Conversion settlement is at CoreWeave's election in cash, shares, or a combination. The maximum share issuance is 52,578,540 shares at the maximum conversion rate of 12.5187 shares per $1,000 principal.

The capped calls, with a cap price of $199.70^d per share (150% premium), are designed to reduce dilution up to that level. Investors should note that the notes can be redeemed for cash after April 5, 2030 under a 130% stock price trigger, and that holders have a put right at par plus accrued interest upon a fundamental change.

For investors, the key considerations are the scale of the new debt load, which is layered on top of several existing high-yield and convertible issues, and the dilution profile above the conversion price, which is partly mitigated by the capped call structure. The filing does not disclose how the company plans to deploy the general corporate proceeds, so the use of capital will be an important item to track in future filings.

02—Key points

Key Highlights

Upsized 2.875% convertible senior notes offering of $4.2 billion due April 1, 2033, closed September 22, 2026, including the full $500 million option exercise.
Net proceeds of approximately $4,137.0 million before offering expenses; approximately $498.8 million was earmarked for the base capped call transactions, with total capped call cost of about $566.2 million.
Initial conversion price of approximately $97.85 per share, a 22.50% premium over the $79.88 reference price on September 17, 2026, with a conversion rate of 10.2194 shares per $1,000 principal.
Maximum potential issuance of 52,578,540 Class A shares at the maximum conversion rate of 12.5187 shares per $1,000 principal, subject to adjustments.
Capped calls with a cap price of $199.70 per share (150% premium) aim to offset dilution and potential cash settlement excess up to that price.
CoreWeave may redeem for cash on or after April 5, 2030 if the stock trades at or above 130% of the conversion price, and may force a cleanup redemption when outstanding principal falls below $100.0 million.
Notes are senior unsecured and guaranteed by subsidiaries that guarantee CoreWeave's existing high-yield and convertible notes; events of default include cross-acceleration above the greater of $200 million or 5% of LTM EBITDA.

03—Questions

Frequently Asked Questions

How much debt did CoreWeave issue, and what is its cost?
CoreWeave issued $4.2 billion of 2.875% convertible senior notes due 2033, with interest paid semiannually on April 1 and October 1, starting April 1, 2027. The lower coupon reflects the conversion feature, which gives holders equity upside in exchange for a lower yield.
How could this offering dilute existing shareholders?
Dilution depends on the stock price relative to the $97.85 conversion price. At the maximum conversion rate, up to about 52.6 million Class A shares could be issued. The capped call transactions, with a $199.70 cap, are expected to offset dilution up to that price, though dilution would still occur above the cap. CoreWeave can also elect to settle conversions in cash, which limits share issuance.
Can CoreWeave redeem the notes early?
Yes, but only under specific conditions. CoreWeave may redeem for cash on or after April 5, 2030, if the stock has traded at or above 130% of the conversion price for 20 of 30 trading days, and the notes are freely tradable. A cleanup redemption is available when outstanding principal is below $100.0 million. The redemption price is 100% of principal plus accrued interest.
What happens if CoreWeave undergoes a change of control?
Upon a fundamental change, holders may require CoreWeave to repurchase their notes in cash at 100% of principal plus accrued interest. For certain corporate events or redemption notices, CoreWeave may increase the conversion rate, subject to a maximum of 12.5187 shares per $1,000 principal.
What are the main risks associated with this debt issuance?
The notes are unsecured and rank alongside CoreWeave's other senior unsecured debt, and they are guaranteed by subsidiaries that guarantee existing notes. Events of default include cross-acceleration from indebtedness above the greater of $200 million or 5% of LTM EBITDA. The filing does not specify the general corporate use of the remaining proceeds, so the impact on leverage and future capital needs should be monitored.

04—Continue

← View all 8-K filings