CoreWeave prices $3.5 billion convertible notes offering

CoreWeave Inc. (NASDAQ: CRWV) announced the pricing of its private offering of $3.5 billion aggregate principal amount of 1.75% convertible senior notes due 2032. The offering was increased from the previously announced $3.0 billion aggregate principal amount.

The notes are scheduled to settle on April 14, 2026, subject to customary closing conditions. CoreWeave granted initial purchasers an option to purchase up to an additional $500 million aggregate principal amount of notes within a 13-day period beginning on the date the notes are first issued.

The notes will accrue interest at 1.75% per year, payable semiannually on April 1 and October 1, beginning October 1, 2026. They mature on October 1, 2032, unless earlier repurchased, redeemed or converted.

The initial conversion rate will be 8.3612 shares of CoreWeave's Class A common stock per $1,000 principal amount of notes, representing an initial conversion price of approximately $119.60 per share. This represents a 30% premium over the last reported sale price of $92.00 per share on April 9, 2026.

CoreWeave estimates net proceeds of $3.447.5 billion after deducting initial purchasers' discounts and commissions but before offering expenses. The company intends to use $430.5 million of proceeds to fund capped call transactions and the remainder for general corporate purposes.

CoreWeave entered into capped call transactions with certain initial purchasers and other financial institutions. The cap price is initially $230.00 per share, representing a 150% premium over the April 9, 2026 stock price of $92.00 per share.

The notes were offered only to qualified institutional buyers under Rule 144A of the Securities Act and have not been registered under the Securities Act.

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