CoreWeave Prices $3B Convertible Notes and Launches 35M-Share ATM
CRWV sits 40% above its 52-week low of $60.55.
Summary
CoreWeave finalized terms on a $3B convertible notes offering and launched a 35M-share ATM program, raising up to $6.5B to fund AI infrastructure expansion.
Updates
· SEC 8-K — CoreWeave closed the offering at $4.2 billion, including the full $500 million option. Net proceeds were $4.137 billion after discounts, and capped call cost was $566.2 million.
· BusinessWire — Offering upsized to $3.7 billion from $3.0 billion, coupon set at 2.875%, conversion price $97.85 (22.5% premium), capped call cap price $199.70, net proceeds estimated $3.64 billion.
· Dow Jones Newswires — Shares fell 5.3% to $78.92. Recent short-term contracts priced at about $40 million per megawatt annualized, and total contracted power capacity expanded to 4.2 gigawatts as of Aug. 11, up from 3.7 gigawatts at Q2 end.
Key Events · Financing and Capital Events · CRWV
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$3B Convertible Notes Offering Priced
CoreWeave announced a $3.0 billion convertible senior notes offering due 2033, with a $500 million greenshoe option. Expected coupon is 2.375–2.875% with a 22.5–27.5% conversion premium, priced after market close on September 17, 2026.
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35M-Share ATM Program Launched
The company entered an Equity Distribution Agreement to sell up to 35,000,000 shares of Class A common stock at market prices through 11 sales agents, with commissions up to 2.0%. The program includes collared forward sale agreements with Deutsche Bank, Goldman Sachs, Morgan Stanley, and Citibank.
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Capped Call Transactions to Reduce Dilution
CoreWeave expects to enter capped call transactions with initial purchasers to reduce potential dilution from note conversions, funded by a portion of the offering proceeds.
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$25B+ New Customer Commitments Disclosed
The investor presentation reveals more than $25 billion in net new customer commitments added in early Q3 2026, on top of the $104.2 billion revenue backlog reported as of June 30, 2026.
Analysis · CRWV · Technology
CoreWeave is raising up to $6.5 billion in combined capital — a $3.0 billion convertible notes offering (with a $500 million greenshoe) and an at-the-market program for up to 35 million shares. The convertible carries an expected coupon of 2.375–2.875% and a conversion premium of 22.5–27.5%, terms that reflect strong institutional demand for AI infrastructure exposure. The ATM adds a persistent equity overhang, though the collared forward structure defers actual share issuance. Against a backdrop of $35.6 billion in existing debt and a $626 million quarterly net loss, this financing extends runway for the company's aggressive data center buildout — but at the cost of meaningful future dilution to existing holders.
How filings like this one have moved
In the 30 days to Nov 2, 2026, 40.2% of the 1074 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.35%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CRWV was trading at $84.92 on NASDAQ in the Technology sector, with a market capitalization of approximately $46B. The 52-week trading range was $60.55 to $153.20. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.