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Get filing alertsCoreWeave prices upsized $3.7B convertible notes at 2.875% due 2033 with capped call hedges
Filed September 22, 2026 · Period ending September 17, 2026 · ~2 min read
Key Changes
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CoreWeave priced a private offering of $3.7 billion of 2.875% convertible senior notes due 2033, upsized from the previously announced $3.0 billion.
Exhibit 99.1 view on EDGAR → -
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The notes convert at an initial price of approximately $97.85 per share, a 22.50% premium over the last reported sale price of $79.88 on September 17, 2026.
Exhibit 99.1 view on EDGAR → -
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CoreWeave entered capped call transactions with an initial cap price of $199.70 per share, a 150% premium over the September 17, 2026 closing price, to reduce potential dilution.
Exhibit 99.1 view on EDGAR → -
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Net proceeds are estimated at approximately $3,644.5 million, or $4,137.0 million if the $500 million additional purchase option is fully exercised; about $498.8 million will fund capped call transactions.
Exhibit 99.1 view on EDGAR → -
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The notes were sold in a private placement relying on Section 4(a)(2) and Rule 144A exemptions, meaning the securities were not registered with the SEC.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
Summary
CoreWeave priced an upsized $3.7 billion convertible notes offering at 2.875% due 2033, with an initial conversion price of approximately $97.85 per share, a 22.50% premium over the last reported sale price of $79.88 on September 17, 2026. The company entered capped call transactions with an initial cap price of $199.70 per share, a 150% premium, to reduce potential dilution to Class A common stock upon conversion.
Net proceeds are estimated at approximately $3,644.5 million, or $4,137.0 million if the initial purchasers' option to purchase additional notes is fully exercised. About $498.8 million of the net proceeds will fund the capped call transactions, with the remainder for general corporate purposes.
The notes are senior unsecured obligations guaranteed by CoreWeave's wholly owned subsidiaries that guarantee its existing senior notes. CoreWeave may redeem the notes for cash at its option beginning April 5, 2030 if the stock price has been at least 130% of the conversion price for a specified period. Noteholders may also require repurchase at 100% of principal upon a Fundamental Change. The notes were sold in a private placement relying on Section 4(a)(2) and Rule 144A exemptions, meaning the securities were not registered with the SEC. For retail holders, the offering increases CoreWeave's debt and potential future share count, but the capped call transactions are designed to offset dilution up to the cap price. The 22.50% conversion premium and 150% cap price suggest the company expects meaningful stock appreciation before conversion becomes dilutive. The use of proceeds for general corporate purposes provides flexibility but does not specify a particular investment.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
CoreWeave may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after April 5, 2030 and before the 26th scheduled trading day before the maturity date if the last reported sale price of CoreWeave’s Class A common stock has been at least 130% of the conversion price of the Notes then in effect for a specified period of time and certain other conditions are met.
CoreWeave may redeem the notes for cash at its option beginning April 5, 2030 if the stock price has been at least 130% of the conversion price for a specified period. Noteholders may also require repurchase at 100% of principal upon a Fundamental Change.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
CoreWeave, Inc. (“CoreWeave”) completed its previously announced upsized private offering of $4.2 billion aggregate principal amount of its 2.875% Convertible Senior Notes due 2033
CoreWeave closed a $4.2 billion convertible notes offering, upsized from the originally announced amount. The notes carry a 2.875% coupon and mature in 2033. Note: these figures were previously disclosed in the company's Sep 17, 2026 8-K.
Added in current filing · verify on EDGAR →
The cap price of the Capped Call Transactions is initially $199.70 per share, which represents a premium of 150.0% over the last reported sale price of CoreWeave’s Class A common stock of $79.88 per share on September 17, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $566.2 million.
CoreWeave entered capped call transactions with multiple counterparties to reduce potential dilution from note conversions. The cap price is $199.70 per share, a 150% premium to the $79.88 reference price, and the hedges cost approximately $566.2 million.
Added in current filing · verify on EDGAR →
The net proceeds from the offering were $4,137.0 million, after deducting the initial purchasers’ discounts but before deducting estimated offering expenses payable by CoreWeave.
CoreWeave received approximately $4.137 billion in net proceeds after underwriting discounts. A portion funded the capped call transactions, with the remainder earmarked for general corporate purposes.
Added in current filing · verify on EDGAR →
A maximum of 52,578,540 shares of CoreWeave’s Class A common stock may be issued upon conversion of the Notes in full, based on this maximum conversion rate, which is subject to customary adjustments set forth in the Indenture.
If all notes were converted at the maximum adjusted conversion rate, up to 52,578,540 Class A shares could be issued. This represents the ceiling on potential equity dilution from the notes, before considering the capped call hedges.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Notes were offered and sold to the initial purchasers in reliance on the exemption from the registration requirements provided by Section 4(a) (2) of the Securities Act and the Notes were resold to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act.
CoreWeave sold convertible notes in a private placement relying on Section 4(a)(2) and Rule 144A exemptions, meaning the securities were not registered with the SEC. The notes, their guarantees, and any Class A common stock issuable upon conversion are restricted securities that cannot be offered or sold in the U.S. without registration or an applicable exemption.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On September 18, 2026, CoreWeave issued a press release announcing the pricing of the upsized offering of the Notes.
CoreWeave disclosed that it priced an upsized offering of convertible notes. The 8-K does not state the principal amount, coupon, conversion terms, or maturity of the notes; those details are in the press release filed as Exhibit 99.1, which is not included in the body of this filing.
Added in current filing · verify on EDGAR →
statements concerning the offering, the expected use of proceeds from the offering, the Capped Call Transactions and the potential impact of the foregoing or related transactions on dilution to holders of CoreWeave’s Class A common stock or the market price of CoreWeave’s Class A common stock or the Notes.
The filing references Capped Call Transactions entered into in connection with the notes offering, which are typically used to reduce potential dilution to common stockholders upon conversion. No terms of the capped calls are disclosed in the 8-K body.
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