December 9, 2025 — Leads & Copy —
CoreWeave, Inc. (Nasdaq: CRWV) has announced the pricing of its private offering of $2.25 billion aggregate principal amount of its 1.75% convertible senior notes due 2031 (the “Notes”). The offering, initially set at $2 billion, was upsized.
The issuance and sale of the Notes are scheduled to settle on December 11, 2025, pending customary closing conditions. CoreWeave has also granted the initial purchasers an option to purchase up to an additional $337.5 million aggregate principal amount of Notes, for settlement within a 13-day period after the Notes are first issued.
The Notes will be jointly and severally, fully and unconditionally guaranteed by CoreWeave’s wholly owned subsidiaries that guarantee its existing 9.250% Senior Notes due 2030 and 9.000% Senior Notes due 2031. Interest will accrue semiannually in arrears on June 1 and December 1 of each year, starting June 1, 2026, at a rate of 1.75% per year. Unless earlier repurchased, redeemed, or converted, the Notes will mature on December 1, 2031. The Notes and subsidiary guarantees are general senior, unsecured obligations of CoreWeave and the guarantors.
Prior to September 1, 2031, the Notes can be converted at the noteholders’ option only upon specific events and during specified periods. After September 1, 2031, noteholders can convert their Notes anytime until the close of business on the second scheduled trading day before the maturity date. CoreWeave will settle conversions in cash, shares of CoreWeave’s Class A common stock, or a combination of both, at its election. The initial conversion rate is set at 9.2764 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes, representing an initial conversion price of approximately $107.80 per share. This conversion price is about 25% above the last reported sale price of CoreWeave’s Class A common stock, which was $86.24 per share on the Nasdaq Global Select Market on December 8, 2025. The conversion rate is subject to adjustment upon certain events.
CoreWeave has the option to redeem all or part of the Notes for cash, subject to limitations, from December 5, 2028, until the 26th scheduled trading day before maturity. This is contingent upon CoreWeave’s Class A common stock being at least 130% of the Notes’ conversion price for a specified time, among other conditions. The redemption price will equal 100% of the Notes’ principal amount, plus accrued and unpaid interest, excluding the redemption date.
Noteholders can require CoreWeave to repurchase their Notes if a “Fundamental Change” occurs, as defined in the indenture governing the Notes, subject to conditions and exceptions. The repurchase price will be 100% of the Notes’ principal amount, plus accrued and unpaid interest, excluding the fundamental change repurchase date.
If certain corporate transactions occur before the maturity date, or if CoreWeave issues a redemption notice, the company will increase the conversion rate for Notes converted in connection with such transactions or called for redemption and converted, where applicable.
CoreWeave estimates net proceeds from the offering at approximately $2,210.6 million, or $2,542.2 million if the initial purchasers fully exercise their option. This is after deducting discounts and commissions but before deducting estimated offering expenses. CoreWeave plans to use $295.7 million to fund capped call transactions. The remaining proceeds will be used for general corporate purposes.
In connection with the Notes’ pricing, CoreWeave has entered into privately negotiated capped call transactions with the Notes’ initial purchasers or their affiliates and other financial institutions. These transactions cover the number of CoreWeave’s Class A common stock underlying the Notes, subject to certain adjustments. The cap price is initially $215.60 per share, a 150% premium over the December 8, 2025, sale price, subject to adjustments.
The capped call transactions are expected to reduce potential dilution of CoreWeave’s Class A common stock upon Notes conversion and offset potential cash payments exceeding the converted Notes’ principal amount. However, if the market price of CoreWeave’s Class A common stock exceeds the cap price, there may still be dilution or a lack of offset.
The option counterparties may enter into derivative transactions or purchase shares of CoreWeave’s Class A common stock to hedge the capped call transactions, which may affect the market price of CoreWeave’s stock or the Notes. These counterparties may also modify their hedge positions by entering into or unwinding various derivatives or purchasing or selling CoreWeave’s Class A common stock or other securities, potentially affecting a noteholder’s ability to convert Notes and the consideration received upon conversion.
The Notes and related guarantees are offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and have not been registered under the Securities Act or other jurisdictions’ securities laws. They cannot be offered or sold in the United States without an exemption from registration requirements.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation to buy any securities.
Source: CoreWeave
