CoreWeave, an AI cloud computing company, announced plans on Monday, December 8, 2025, for a private offering of $2 billion in convertible senior notes due in 2031. The company also plans to grant initial purchasers the option to buy up to an additional $300 million in notes.
The company intends to use a portion of the proceeds to fund capped call transactions. These transactions are designed to reduce the potential dilution of CoreWeave's shares that could occur when the notes are converted into equity. The remaining proceeds will be used for general corporate purposes, including capital expenditures and working capital. If the option for additional notes is exercised, CoreWeave intends to allocate additional proceeds to further capped call transactions.
These notes will be senior, unsecured obligations of CoreWeave, and will be guaranteed by the company's domestic subsidiaries. The notes will mature on December 1, 2031, and interest will be paid semi-annually in cash. The interest rate and initial conversion rate, along with other pricing terms, will be determined when the offering is priced.
The announcement of the offering led to a drop in CoreWeave's stock price. In pre-market trading, shares fell as much as 7% to $82.10. The stock was already down 37% for the quarter due to revised guidance following construction delays at one of its data centers. Investors are likely reacting to the potential for increased leverage and the possibility of future share dilution.
CoreWeave went public in March and has since become a popular stock for traders seeking exposure to AI. The company, which operates from Livingston, New Jersey, works closely with Nvidia and provides computing power to clients such as OpenAI and Microsoft.
The convertible note offering comes at a time when AI spending is accelerating and capital requirements remain substantial. CoreWeave's management is issuing the notes in a private placement, with a conversion premium of 25% to 30%, suggesting a long-term expectation that the company will continue to benefit from rising demand for AI-driven infrastructure.
News of CoreWeave's offering coincided with Donald Trump's announcement on Truth Social that he intends to sign an executive order mandating a single national AI rulebook. Trump criticized state-level regulations, adding pressure to a session already tense for AI-focused companies.
While the market reacted cautiously to CoreWeave's financing announcement, the company's long-term prospects may depend on its ability to scale its infrastructure in response to the growing demand for AI compute.
