CoreWeave Plans $3B Debt Sale, Opens 35 Million-Share ATM Program

CoreWeave (NASDAQ: CRWV) plans to raise $3 billion through convertible debt and has established a program to sell as many as 35 million shares, expanding its financing options as the AI neocloud signs short-term computing contracts at higher prices.

The proposed notes mature in April 2033, and initial purchasers would have an option to buy another $500 million. The interest rate and conversion terms have yet to be set, CoreWeave said in its financing announcement. Proceeds would fund general corporate purposes and capped-call transactions designed to limit potential dilution or offset certain cash payments upon conversion.

Separately, the at-the-market program would allow CoreWeave to sell Class A shares over time through banks including Deutsche Bank, Goldman Sachs, JPMorgan and Morgan Stanley. It also permits sales of borrowed shares through specified banks under a collared forward sale agreement.

CoreWeave said the equity program would provide financing flexibility and support its objective of moving its credit profile toward investment grade. The full 35 million-share authorization would be worth about $3 billion at CoreWeave’s price of $86.30 on Sept. 17, putting the combined potential financing at roughly $6 billion before fees, excluding the additional $500 million debt option. Actual equity proceeds would depend on whether and when shares are sold and the prices obtained.

The financing plans accompany a separate update on computing demand. CoreWeave said it signed contracts lasting approximately three to six months during the third quarter at pricing equivalent to about $40 million in annualized revenue per megawatt of power needed to serve the associated server clusters.

That measure annualizes revenue from the contracts; it does not mean customers have committed to pay $40 million per megawatt over their shorter terms. The company said it continued to contract new capacity at higher prices after June 30, without specifying the percentage increase or the volume covered by the latest agreements.

CoreWeave also reiterated that it added more than $25 billion in net new customer commitments early in the third quarter. Those commitments, first disclosed on its Aug. 11 earnings call, were excluded from its approximately $104 billion revenue backlog at June 30. Contracted power reached about 4.2 gigawatts by Aug. 11, compared with 3.7 gigawatts at the end of June.

The expansion comes with a growing financing burden. Second-quarter revenue more than doubled to $2.58 billion, while net interest expense rose to $640 million from $267 million a year earlier. CoreWeave reported a net loss of $626 million, compared with $290 million a year earlier. Its backlog remains subject to delivery and service-availability requirements.

The company has also broadened its borrowing arrangements. In August, it closed a $2.6 billion loan facility with an approximately five-year maturity backed by customer contracts averaging about three years, leaving lenders exposed to the need to renew or replace those contracts before the debt matures.