CoreWeave Upsizes Convertible Notes Offering to $3.7 Billion Due 2033

CoreWeave priced an upsized private offering of convertible senior notes on September 18, 2026, raising $3.7 billion after lifting the deal from its originally announced size of $3.0 billion. The notes are due 2033 and carry terms that allow the company to satisfy conversions through cash, Class A common stock, or a combination of both. Initial purchasers were also granted an option to purchase up to an additional $500 million in notes, and the company said it intends to use a portion of proceeds to fund capped call transactions designed to limit dilution for existing shareholders.

The offering was announced alongside an equity distribution agreement CoreWeave entered on September 17, 2026, with a syndicate of banks including Deutsche Bank Securities, Goldman Sachs, J.P. Morgan Securities, Jefferies, Morgan Stanley, and MUFG Securities Americas, among others. Under that agreement, CoreWeave may sell up to 35 million shares of Class A common stock through an at-the-market program.

The deal marks yet another substantial debt raise for the AI cloud infrastructure company in 2026. CoreWeave's balance sheet already carried approximately $72.05 billion in total liabilities against $5.02 billion in shareholders equity at the most recent quarter end, with second-quarter interest expense reaching $640 million. Management has guided third-quarter interest expense to a range of $860 million to $940 million and full-year 2026 capital expenditures to between $35 billion and $39 billion. The company's revenue backlog stood near $104 billion as of June 30, 2026, with more than $25 billion in net new customer commitments added early in the third quarter sitting outside that figure.