CoreWeave prices upsized $3.5B convertible senior note offering

CoreWeave (CRWV) announced the pricing of its private offering of $3.5B aggregate principal amount of its 1.75% convertible senior notes due 2032. The offering was upsized from the previously announced offering of $3B aggregate principal amount of Notes. The issuance and sale of the Notes are scheduled to settle on April 14, subject to customary closing conditions. CoreWeave also granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $500M aggregate principal amount of Notes. 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, 9.000% Senior Notes due 2031 and 1.75% Convertible Senior Notes due 2031, and will accrue interest payable semiannually in cash in arrears on April 1 and October 1 of each year, beginning on October 1, 2026, at a rate of 1.75% per year. The Notes will mature on October 1, 2032, unless earlier repurchased, redeemed or converted. The Notes and the subsidiary guarantees will be the general senior, unsecured obligations of CoreWeave and the guarantors. Prior to July 1, 2032, the Notes will be convertible at the option of the noteholders only upon the occurrence of specific events and during specified periods. On or after July 1, 2032, noteholders may convert their Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. CoreWeave will settle conversions of the Notes in cash, shares of CoreWeave’s Class A common stock or a combination of cash and shares of CoreWeave’s Class A common stock, at CoreWeave’s election. The initial conversion rate will be 8.3612 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $119.60 per share. The initial conversion price represents a premium of approximately 30.0% over the last reported sale price of $92.00 per share of CoreWeave’s Class A common stock on the Nasdaq Global Select Market on April 9. The conversion rate will be subject to adjustment upon the occurrence of certain events.

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