CoreWeave closes $4.2B 2.875% convertible notes due 2033, upsized from $3.0B

CoreWeave, Inc.

$4.2B aggregate principal of 2.875% convertible senior notes due 2033 issued; initial conversion price $97.85/share, a 22.5% premium over $79.88 close.
Net proceeds ~$4.137B after discounts; $566.2M used for capped call transactions; remainder for general corporate purposes.
Capped calls with cap price $199.70/share (150% premium) entered with Barclays, Citi, Deutsche Bank, Goldman Sachs, and others to reduce conversion dilution.
Initial purchasers' $500M option exercised in full, increasing offering from $3.0B originally announced; notes mature April 1, 2033.
Notes are senior unsecured, guaranteed by CoreWeave subsidiaries, and convertible into cash, stock, or a mix at CoreWeave's election.

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