CoreWeave Prices $2.25B Convertible Note Offering to Fund Growth and Buy Optional Upsize

CoreWeave, Inc. (NASDAQ:CRWV) ("CoreWeave") announced today the pricing of its private offering of $2.25 billion aggregate principal amount of its 1.75% convertible senior notes due 2031 (the "Notes"). The offering was upsized from the previously announced offering of $2 billion aggregate principal amount of Notes. The issuance and sale of the Notes are scheduled to settle on December 11, 2025, 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 $337.5 million 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 and 9.000% Senior Notes due 2031, and will accrue interest payable semiannually in cash in arrears on June 1 and December 1 of each year, beginning on June 1, 2026, at a rate of 1.75% per year. The Notes will mature on December 1, 2031, 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 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, 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 9.2764 shares of CoreWeave's Class A common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $107.80 per share. The initial conversion price represents a premium of approximately 25% over the last reported sale price of $86.24 per share of CoreWeave's Class A common stock on the Nasdaq Global Select Market on December 8, 2025. The conversion rate will be subject to adjustment upon the occurrence of certain events.

CoreWeave may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after December 5, 2028 and before the 26th scheduled trading day before the maturity date if the last reported sale price of CoreWeave's Class A common stock has been at least 130% of the conversion price of the Notes then in effect for a specified period of time and certain other conditions are met. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If CoreWeave undergoes a "Fundamental Change" (as defined in the indenture that will govern the Notes), subject to certain conditions and limited exceptions, noteholders may require CoreWeave to repurchase for cash all or any portion of their Notes at a price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If certain corporate transactions occur prior to the maturity date or if CoreWeave delivers a notice of redemption, CoreWeave will, in certain circumstances, increase the conversion rate applicable to Notes that are converted in connection with such corporate transaction or Notes that are called (or deemed called) for redemption and converted in connection with such notice of redemption, as the case may be.

CoreWeave estimates that the net proceeds from the offering will be approximately $2,210.6 million (or approximately $2,542.2 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers' discounts and commissions but before deducting CoreWeave's estimated offering expenses. CoreWeave intends to use approximately $295.7 million of the net proceeds to fund the cost of entering into the capped call transactions described below. CoreWeave intends to use the remainder of the net proceeds from the offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, then CoreWeave intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below, and the remainder of any such additional net proceeds for general corporate purposes.

In connection with the pricing of the Notes, CoreWeave entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their affiliates and certain other financial institutions (the "option counterparties"). The capped call transactions cover, subject to certain customary adjustments, the number of shares of CoreWeave's class A common stock underlying the Notes. If the initial purchasers exercise their option to purchase additional Notes, then CoreWeave expects to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions will initially be $215.60 per share, which represents a premium of 150% over the last reported sale price of CoreWeave's class A common stock of $86.24 per share on December 8, 2025, and is subject to certain adjustments under the terms of the capped call transactions.