Before the open on 17 September, CoreWeave launched $3.0 billion of convertible notes due 2033 and signed its first at-the-market programme, for up to 35,000,000 Class A shares. Marketed at a 22.5% to 27.5% conversion premium, the notes are expected to price after tonight's close. On the $83.35 last sale of 16 September that puts the strike near $102 to $106, below both of CoreWeave's earlier converts. Until the pricing release, every 2033 strike here is indicative.
We said CoreWeave had published one mark. It had published five.
Our 27 August piece, Nebius Sold Stock at $223.60 and Its Newest Converts Strike From $313.46, said CoreWeave's $40.00 listing price was "still the only per-share mark CoreWeave has ever published", and that the company had disclosed "no price" for its raises. Both were wrong by that piece's own four kinds of mark, and every mark below was filed before it ran:
- $107.80, the conversion price of $2,587.5 million of 1.75% notes due 2031, set in December 2025 at a 25% premium over $86.24.
- $87.20, what NVIDIA paid on 23 January 2026 for 22,935,780 shares, $2.0 billion. A strategic block.
- $119.60, the conversion price of $4.0 billion of 1.75% notes due 2032, set in April at a 30% premium over $92.00.
- $109.00, what Jane Street paid on 15 April for 9,174,311 shares, $1.0 billion. Shares sold for cash, the kind the August piece called the only real raise price.
The Jane Street sale is the $997 million June-quarter placement that piece said carried no price, and the June-quarter 10-Q prints both prices. Its watch item, "whether CoreWeave ever discloses a placement price", had been answered twice before it ran.
At $83.35 the stock sits under every mark struck since the listing
The table above puts the stock 22.7% under the 2031 conversion price, 30.3% under the 2032 one, 23.5% under Jane Street's $109.00 and 4.4% under NVIDIA's $87.20. Only the $40.00 listing is lower. The two cash sales raised $3.0 billion gross for 32,110,091 shares, an average of $93.43, and the stock is 10.8% below that.
The ATM will report shares and proceeds, not a price
- 35,000,000 shares is 6.35% of the 551,536,602 shares outstanding on 31 July, 7.63% of the Class A. At $83.35 that is $2.92 billion of capacity, not proceeds; CoreWeave need not sell any.
- Nothing sells for about a month. CoreWeave expects to agree with the convert's buyers to sell nothing until at least 30 days after their purchase agreement. That undertaking is expected, not signed, and neither offering depends on the other.
- Some of it may be forwards. Banks can sell borrowed shares under collared forwards. CoreWeave gets no cash that day and settles later between a floor below and a cap above the banks' selling price, less up to 2.0%. The banks can bring settlement forward; CoreWeave cannot.
- Reporting is quarterly. The prospectus supplement commits CoreWeave to report at least quarterly the shares sold, borrowed shares sold under forwards, net proceeds and agents' pay. An average price is a division left to the reader, and forward proceeds arrive only at settlement.
Shares sold at market go at the tape, and today the tape is below every price CoreWeave has struck since listing.
The third strike steps down while the coupon steps up
CoreWeave's investor presentation markets the 2033 notes at a 2.375% to 2.875% coupon and the 22.5% to 27.5% premium.
- At the low end: $83.35 × 1.225 = $102.10, 5.3% under $107.80.
- At the high end: $83.35 × 1.275 = $106.27, 1.4% under $107.80.
Both earlier converts paid 1.75%, so on the marketed terms the third pays 0.6 to 1.1 points more for a lower strike. The alternative is the five series of CoreWeave senior notes, carrying 8.5% to 9.75%, that the same subsidiaries guarantee (we have compared those rates before). A convert holder accepts the lower coupon for a right to shares above the strike, so a lower strike sells that right more cheaply.
The strongest objection is the capped calls. On both earlier deals CoreWeave bought calls offsetting conversion dilution up to $215.60 and $230.00 a share, expects to buy more with these proceeds, and may settle conversions in cash. A lower strike alone does not mean more shares. But the calls cost $340 million and $492 million, 13.1% and 12.3% of principal, paid from the proceeds at closing.
What would make this wrong is tonight's reference price. The strike is set on the last sale at pricing, not on $83.35. A reference above $84.55 at the top of the premium range, or above $88.00 at the bottom, puts the 2033 strike over $107.80, and the ladder does not step down.
The 2033 notes, their marketed terms, the equity distribution agreement, the collared forwards and the reporting commitment are from CoreWeave's 17 September 8-K, its furnished investor presentation, the same-day prospectus supplement (whose cover carries the $83.35 last sale) and the Business Wire release. The 2031 and 2032 note terms and capped calls are from the 8-Ks of December 2025 and April 2026 that closed them. The NVIDIA and Jane Street sales are from the 8-Ks of 26 January and 15 April 2026 and the June-quarter 10-Q, which also carries the 31 July share count. Quotations are verbatim from our 27 August piece. The 2033 notes were unpriced at writing, so every 2033 strike and break-even price is our arithmetic on the marketed range, as are the gaps to $83.35, the average sale price and the percentages of shares. A live quote will differ.
