CoreWeave plans $3B convertible senior notes issuance to fuel AI infrastructure expansion

CoreWeave is heading back to the debt buffet. The AI-focused cloud computing company announced plans for a $3 billion private offering of convertible senior notes due 2033, with an option for initial purchasers to scoop up an additional $500 million.

This is CoreWeave’s second major convertible note offering in roughly five months. The company closed a $4 billion issuance back in April 2026, which itself was upsized from an initial $3 billion target.

The deal structure

The new convertible senior notes will be secured by certain CoreWeave subsidiaries and pay cash interest on a semi-annual basis. Upon conversion, the company retains flexibility to settle in cash, shares of Class A common stock, or a combination of both.

Part of the net proceeds will go toward capped call transactions, a hedging strategy designed to limit the dilutive impact when notes eventually convert into equity. The rest will fund general corporate purposes.

The April 2026 offering carried a 1.75% interest rate. Conversion terms on those earlier notes worked out to roughly 8.3612 shares per $1,000 in principal amount, translating to an approximate conversion price of $119.60 per share. A dilution cap was set at $230.00, giving investors a defined ceiling on how much upside they could capture through conversion.

Why CoreWeave keeps raising

The company has added more than $25 billion in net new customer commitments as of mid-August 2026. CoreWeave also increased its contracted power capacity from 3.7 to 4.2 gigawatts within just a few months, reflecting the physical scale required to run multi-rack Nvidia GPU deployments for enterprise AI workloads.

The leverage question

CoreWeave remains unprofitable while stacking debt at a significant pace. Convertible notes offer some cushion compared to traditional debt because they can convert into equity, reducing the cash repayment burden. The capped call transactions also help manage dilution, essentially creating a corridor where CoreWeave benefits from stock appreciation without immediately flooding the market with new shares.

Disclosure: This article was edited by Editorial Team. For more information on how we create and review content, see our Editorial Policy.