CoreWeave proposes $3.0B convertible notes due 2033, plus $500M option and 35M-share ATM

CoreWeave, Inc.

Proposes $3.0B aggregate principal of convertible senior notes due 2033, with option for up to $500M additional.
Notes are senior unsecured, guaranteed by subsidiaries that guarantee existing senior notes; terms set at pricing.
Capped call transactions expected to reduce dilution from conversion; proceeds for general corporate purposes.
Also enters Equity Distribution Agreement to sell up to 35M shares of Class A common stock via ATM.
No ATM sales until at least 30 days after pricing of the convertible notes offering.

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