CoreWeave Plans $3 Billion Convertible Note Offering With $500 Million Option

CoreWeave is seeking to raise $3.0 billion through a private offering of convertible senior notes due 2033, with an option that could increase the principal amount by another $500 million. The proposed financing adds another large capital-markets raise as the AI cloud provider continues to fund rapid infrastructure expansion.

The notes have not yet been priced. CoreWeave said the offering is subject to market and other customary conditions, and its supplemental investor presentation lists an expected coupon of 2.375% to 2.875% and an expected conversion premium of 22.5% to 27.5%. Those ranges are marketing terms rather than final economics.

According to CoreWeave’s September 17 SEC filing, the notes will be offered to qualified institutional buyers under Rule 144A. The initial purchasers will have 13 days from issuance to exercise the option for up to $500 million of additional notes, which would take the aggregate principal amount to $3.5 billion if fully used.

Expected coupon is well below CoreWeave’s recent unsecured debt rates

The proposed notes are scheduled to mature on April 1, 2033 and will pay cash interest semiannually. They will be senior unsecured obligations of CoreWeave and will be guaranteed on a senior unsecured basis by certain wholly owned subsidiaries that also guarantee several of the company’s existing senior and convertible notes.

The expected coupon range stands out against CoreWeave’s recent conventional unsecured borrowing costs. In June, the company completed $1.25 billion of 9.625% senior notes due 2032 and €2.0 billion of 8.500% senior notes due 2032. Convertible debt can carry a lower cash coupon because investors receive the potential value of converting into equity if the share price rises sufficiently.

CoreWeave has used that structure before. In April, it completed a $4.0 billion offering of 1.75% convertible senior notes due 2032 after the initial purchasers fully exercised a $500 million option. The new 2033 notes would extend the company’s convertible maturity schedule by another year, although final pricing will determine how attractive the financing is relative to that earlier issuance.

CoreWeave’s presentation says the new notes are expected to be non-callable before April 5, 2030, apart from a cleanup call if fewer than $100 million of notes remain outstanding. After that date, the company expects to have a provisional call right if its stock trades at or above 130% of the conversion price for a specified period. Settlement upon conversion may be made in cash, shares or a mix, at CoreWeave’s election.

Capped calls are designed to reduce potential dilution

CoreWeave expects to use part of the net proceeds to pay for privately negotiated capped call arrangements with financial institutions. The remaining proceeds are intended for general corporate purposes. If the purchasers exercise the additional-note option, the company expects to use part of those incremental proceeds for additional capped calls and the rest for the same general purposes.

Capped calls are commonly paired with convertible notes to offset some of the potential dilution or cash payments that can arise if the notes convert. CoreWeave said the arrangements will initially cover the number of Class A shares underlying the notes, subject to customary adjustments. They do not eliminate all dilution risk because their protection is limited above a negotiated cap.

The company has not specified a project or data center that will receive the remaining proceeds. That distinction matters because CoreWeave’s filing describes the purpose broadly as general corporate use rather than earmarking the financing for a particular customer contract, GPU purchase or facility.

The investor presentation identifies Morgan Stanley, Goldman Sachs, JPMorgan and Wells Fargo as active bookrunners and lists September 17 after the market close as the expected pricing date. Until final terms are announced, the coupon, conversion price, conversion premium and ultimate size remain subject to change.

The raise comes as CoreWeave finances a capital-intensive buildout

The offering arrives against a balance sheet shaped by unusually rapid spending on AI infrastructure. CoreWeave reported $35.6 billion of total indebtedness as of June 30. Its second-quarter filing showed $5.5 billion of cash and cash equivalents and total liquidity of about $15.6 billion when available capacity under existing facilities was included.

Capital investment has also accelerated sharply. The company said cash paid for property and equipment reached $14.1 billion in the first six months of 2026, compared with $3.9 billion in the same period a year earlier. CoreWeave funds that buildout through a mix of debt, equity, delayed-draw facilities, equipment financing and cash generated by the business.

Demand has expanded alongside the capital requirements. CoreWeave reported second-quarter revenue of $2.58 billion, up from $1.21 billion a year earlier. Its second-quarter results put revenue backlog at about $104 billion as of June 30, excluding more than $25 billion of net new customer commitments added in early third quarter.

The company’s financing presentation frames the new convertibles as part of a broader effort to lower its overall borrowing cost. It shows a weighted average interest rate of 8.3% on debt at the end of the second quarter and an illustrative 7.8% rate after assuming a $3.5 billion convertible issuance at 2.625%. That is a company scenario, not the final outcome of the offering, but it illustrates why a lower-coupon convertible can be useful even as it introduces potential equity dilution.

CoreWeave also entered into a separate equity distribution agreement on September 17 that permits the sale of up to 35 million Class A shares over time through agents or related forward-sale arrangements. The filing says the company expects to agree not to sell shares under that program until at least 30 days after the purchase agreement for the convertible notes. Whether and how much stock is ultimately sold will depend on market conditions, capital needs and CoreWeave’s funding decisions.

The next concrete step is pricing. Once that occurs, investors will be able to assess the final coupon, conversion premium and size against CoreWeave’s existing debt stack and the cost of the capped call arrangements.