CoreWeave convertible notes priced at $3.7 billion on 18 September 2026, upsized from the $3.0 billion the United States AI cloud company proposed a day earlier. The notes pay 2.875% a year, mature on 1 April 2033 and convert into shares at about $97.85. Settlement is set for 22 September 2026.
The Terms CoreWeave Announced
CoreWeave, the Nasdaq-listed company that rents out graphics-processing-unit computing capacity for artificial intelligence workloads, set the terms in a pricing release on 18 September 2026. The offering is private, made under Rule 144A to institutional buyers, and is not registered for sale to the public.
| Term | Detail |
|---|---|
| Principal amount | $3.7 billion, upsized from $3.0 billion |
| Additional purchase option | Up to $500 million more, within 13 days of issuance |
| Coupon | 2.875% a year, paid twice yearly from 1 April 2027 |
| Maturity | 1 April 2033 |
| Initial conversion rate | 10.2194 Class A shares per $1,000 of principal |
| Initial conversion price | About $97.85 a share |
| Premium | 22.50% over the $79.88 closing price on 17 September 2026 |
| Expected net proceeds | About $3,644.5 million, or $4,137.0 million if the option is fully taken up |
| Settlement | 22 September 2026 |
The premium and the reference price come from CoreWeave’s own pricing announcement, which states the conversion price is “approximately 22.50% over the last reported sale price of $79.88 per share” on 17 September 2026.
What a Convertible Note Is, and What the Conversion Price Means
A convertible senior note is a loan that the lender can later swap for shares instead of being repaid in cash. That optionality is why the interest rate is lower than on ordinary corporate debt.
Until conversion, holders receive the 2.875% coupon. The conversion price of about $97.85 is the level at which swapping becomes worthwhile: a holder converting $1,000 of principal receives 10.2194 shares, which are worth $1,000 only when the share price reaches roughly $97.85. On 17 September 2026 the shares closed at $79.88, so the notes were issued well out of the money.
If the share price never reaches that level, CoreWeave repays the principal in cash at maturity in 2033 and no new shares are created. If it goes well above, holders convert, the company issues shares, and existing shareholders own a smaller proportion of the business. CoreWeave may settle conversions in cash, shares or a mix, at its own election.
How This Compares With CoreWeave’s Two Earlier Convertibles
This is CoreWeave’s third convertible offering in roughly nine months, and the terms have moved against the company each time.
| Priced | Size | Coupon | Maturity | Conversion price | Reference share price |
|---|---|---|---|---|---|
| 9 December 2025 | $2.25 billion | 1.75% | 1 December 2031 | About $107.80 | $86.24 (8 December 2025) |
| April 2026 | $4.0 billion including the full option | 1.75% | 1 October 2032 | Not restated here | Not restated here |
| 18 September 2026 | $3.7 billion | 2.875% | 1 April 2033 | About $97.85 | $79.88 (17 September 2026) |
Two things changed between December 2025 and September 2026. The coupon rose from 1.75% to 2.875%, so the cash cost of the borrowing is higher: 2.875% on $3.7 billion is about $106 million a year, against 1.75% on $2.25 billion, or about $39 million. And the conversion price fell from about $107.80 to about $97.85, because the reference share price fell from $86.24 to $79.88.
Broader borrowing costs rose over the same period, with the 10-year Treasury yield reaching 5.014% on 15 September 2026, its highest since October 2023.
What the Capped Call Is For
CoreWeave said it would spend about $498.8 million of the proceeds on capped call transactions. A capped call is a separate derivative contract bought from banks, and it exists to blunt the dilution the notes could cause.
In effect, it lets CoreWeave offset shares it would have to issue on conversion, up to a ceiling. That ceiling, the cap price, is $199.70 a share, which is 150% above the $79.88 reference price. Above $199.70 the protection stops and dilution would occur as normal.
The $498.8 million is a real, immediate cash cost, and it reduces what the company keeps from the raise. Net proceeds of about $3,644.5 million therefore leave roughly $3.15 billion for other purposes once the capped calls are paid for. CoreWeave said the remainder is for general corporate purposes and did not name specific projects.
What CoreWeave Is Spending On
The raise sits against a build-out running far ahead of revenue. CoreWeave’s quarterly report for the period ended 30 June 2026, filed with the Securities and Exchange Commission, sets out the scale.
- Revenue, six months to 30 June 2026: $4.653 billion.
- Net loss, same period: $1.366 billion.
- Cash used in investing activities: $14.874 billion, against $3.875 billion in the same period of 2025.
- Total liabilities at 30 June 2026: $72.046 billion.
- Recourse debt at 30 June 2026: $6.235 billion current and $25.170 billion non-current.
Those figures are from CoreWeave’s Form 10-Q for the quarter ended 30 June 2026. Cash used in investing nearly quadrupled year on year, which is the gap the company has been filling with debt. The pattern is not unique to CoreWeave: Oracle reported quarterly capital expenditure of $28.5 billion earlier in September 2026.
Dates That Matter
- 22 September 2026: the notes settle, subject to customary closing conditions.
- Within 13 days of issuance: the window for initial purchasers to take up the extra $500 million.
- 1 April 2027: the first semi-annual interest payment falls due.
- 1 April 2033: the notes mature if they have not been converted.
CoreWeave Convertible Notes: Your Questions Answered
How Much Did CoreWeave Raise?
CoreWeave priced $3.7 billion of convertible senior notes on 18 September 2026, upsized from the $3.0 billion announced on 17 September. Initial purchasers hold an option for up to $500 million more within 13 days of issuance. Expected net proceeds are about $3,644.5 million.
What Interest Do the CoreWeave Convertible Notes Pay?
They pay 2.875% a year, in two instalments, with the first due on 1 April 2027. That is up from the 1.75% coupon on the company’s December 2025 and April 2026 convertible notes.
At What Price Do They Convert Into Shares?
The initial conversion rate is 10.2194 Class A shares per $1,000 of principal, an initial conversion price of about $97.85 a share. That is 22.50% above the $79.88 closing price on 17 September 2026.
Will This Dilute Existing Shareholders?
Only if the notes are converted, which requires the share price to rise well above $97.85, and CoreWeave may settle conversions in cash instead of shares. The company also bought capped call contracts for about $498.8 million to offset dilution up to a cap price of $199.70 a share.
Who Can Buy These Notes?
The offering is private, made under Rule 144A of the United States Securities Act to institutional buyers only. The notes are not registered and are not offered to retail investors.
