CoreWeave upsizes convertible notes offering to $3.7B

CoreWeave estimates the offering will generate approximately $3.64 billion in net proceeds, rising to about $4.14 billion if the additional notes are fully purchased.

CoreWeave has priced a $3.7 billion convertible note offering, expanding the previously announced deal by $700 million and giving initial purchasers the option to acquire another $500 million.

The notes carry an initial conversion price of about $97.85 per share, a 22.5% premium to CoreWeave’s $79.88 closing price on Sept. 17. Holders will receive 10.2194 shares per $1,000 of principal if converted at the initial rate, while CoreWeave can choose to settle conversions using cash, Class A shares or a combination.

The company will also have the ability to redeem the notes for cash beginning in April 2030 if specified stock-price and other conditions are met.

CoreWeave expects to receive about $3.64 billion in net proceeds before offering expenses, or roughly $4.14 billion if the additional notes option is exercised in full.

It plans to spend approximately $498.8 million on capped call transactions and use the rest for general corporate purposes. The capped call transactions carry an initial $199.7 cap price and are intended to reduce potential dilution from conversions, while counterparties’ related hedging activity could affect CoreWeave’s stock price and the notes.

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