CoreWeave, Inc. (CRWV), a cloud platform operator, Tuesday announced that it is upsizing its private offering of Convertible Senior Notes due 2031 to $2.25 billion from the previous offering of $2 billion.
The notes are scheduled to settle on December 11.
The company estimates the net proceeds from the offering to be to the tune of around $2,210.6 million and it intends to use approximately $295.7 million of the net proceeds to fund the cost of entering into the capped call transactions and the remainder on general corporate purposes.
The company has granted the initial purchaser an option to purchase the notes for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued up to an additional $337.5 million aggregate principal amount of notes, CoreWeave said in a statement.
The 9.250 percent Senior Notes due 2030 and 9 percent Senior Notes due 2031 are guaranteed by the company's subsidiaries and will accrue interest payable semiannually in cash on June 1 and December 1, each year at 1.75 percent per year.
The Notes will mature on December 1, 2031 and prior to September 1, 2031 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 September 1, 2031, holders can convert their notes at any time until business close on the second scheduled trading day immediately preceding the maturity date.
The company will settle conversions of the notes in cash or common stock or a combination of both at its discretion.
The initial conversion rate will be 9.2764 shares of common stock per $1,000 principal amount of Notes, which represents a conversion price of around $107.80 per share. CoreWeave believes this represents a premium of around 25 percent over the last reported sale price of $86.24 per share of its common stock on the Nasdaq Global Select Market on December 8, 2025.
In pre-market activity, CRWV shares were trading at $85.16, down 1.25% on the Nasdaq.
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