CoreWeave Seeks Up to $3.5 Billion in New Debt as AI Compute Prices Hit Record High, Shares Slide

CoreWeave announced Thursday, September 17, it intends to raise $3 billion through a private offering of convertible senior notes due 2033, with initial buyers given an option to purchase up to an additional $500 million, according to a company release filed through Business Wire. That could push the total raise to $3.5 billion.

The Nvidia-backed cloud provider is also launching a separate at-the-market stock program allowing it to sell up to 35 million shares of Class A common stock, which could raise about $2.92 billion at Wednesday's closing price, according to CNBC. CoreWeave said it will decide whether to actually sell shares based on market conditions, and it does not expect to sell any until at least 30 days after the convertible notes purchase agreement is signed, according to Quartz.

The notes mature April 1, 2033 unless repurchased, redeemed, or converted earlier, and CoreWeave can settle conversions in cash, stock, or a mix, at its own discretion, according to the company's filing. Part of the proceeds will fund capped call transactions, a hedge meant to blunt dilution to existing shareholders if the notes convert to stock. The rest goes to general corporate purposes, the company said.

A Growing Debt Pile

This is not CoreWeave's first trip to the debt markets. The new notes will be guaranteed by the same subsidiaries backing a stack of existing CoreWeave debt carrying interest rates of 9.25%, 9%, 9.75%, 9.625%, and 8.5%, plus two existing convertible note series at 1.75%, according to the company's own release. American Bazaar Online also noted CoreWeave secured an $8.5 billion loan for AI infrastructure expansion in March 2026. CoreWeave says the goal of the new offering, along with the stock program, is to move the company toward an investment-grade credit profile, according to Morningstar, which would let it borrow more cheaply going forward.

Wall Street's initial reaction was skeptical. Shares fell more than 2% in premarket trading Thursday, according to CNBC and American Bazaar, and BigGo Finance reported the stock dropped as much as 5%, briefly trading under $80, before paring losses. The stock is still up more than 16% year-to-date through Wednesday's close.

Issuing convertible debt and simultaneously opening a 35-million-share sale window means existing shareholders could see their stakes diluted if CoreWeave converts notes to equity or sells a large chunk of the ATM allotment. That's why CoreWeave is paying for capped calls in the first place.

The Demand Story Behind the Raise

CoreWeave is framing the borrowing as fuel for a business that can't keep up with orders. The company said it signed short-term customer contracts in the third quarter, spanning three to six months, at roughly $40 million per megawatt on an annualized basis, according to CNBC and confirmed by CoreWeave's own Tuesday press release cited by American Bazaar. That's calculated as annualized revenue divided by the power required to run the associated compute clusters, and the company says it has kept contracting new capacity at even higher prices since June 30.

Total contracted power reached about 4.2 gigawatts as of August 11, up from 3.7 gigawatts at the end of the second quarter, according to Morningstar. CoreWeave reported a $104.2 billion revenue backlog for the second quarter in August, then disclosed more than $25 billion in additional customer commitments signed early in the third quarter that weren't part of that backlog figure, according to CNBC.

The company's biggest disclosed customer relationship is with Meta, which committed $21 billion to AI cloud infrastructure from CoreWeave in April 2026, on top of an existing pledge to pay CoreWeave roughly $14.2 billion through December 2031, with an option to extend into 2032, according to American Bazaar. BigGo Finance also reported that peer Nebius Group, which closed its own convertible debt raise in August, saw its shares jump as much as 9% on the read-through that AI compute pricing power is strengthening across the sector.

Is There an Appetite for This Debt?

One open question is whether institutional buyers will show up for another round of CoreWeave paper on top of its already leveraged balance sheet. Here the broader bond market backdrop matters. Treasury data released this week, cited by Breitbart, shows foreign investors bought a net $452 billion in U.S. corporate bonds over the 12 months through July, part of a broader surge in foreign appetite for private-sector American securities rather than government debt. That doesn't guarantee buyers for CoreWeave specifically, whose debt sits well below investment grade today, but the pool of capital chasing corporate bonds generally has grown.

What remains unresolved is simple: does $104 billion in backlog and record per-megawatt pricing justify piling roughly $3.5 billion more in debt on top of notes already carrying interest rates as high as 9.75%. The company is betting the AI buildout outruns the bill. The bond market and CoreWeave's own stock price will register the verdict as the notes get priced in the coming days.