CoreWeave Stock Declines 6% Pre-Market Today – All About The $2 Billion Convertible Notes Offering

The company stated that it intends to use a portion of the proceeds to fund the cost of entering into capped call transactions.
In this photo illustration, a person holds a smartphone displaying the logo of CoreWeave Inc. (NASDAQ:CRWV) on August 8, 2025, in Chongqing, China.
In this photo illustration, a person holds a smartphone displaying the logo of CoreWeave Inc. (NASDAQ:CRWV) on August 8, 2025, in Chongqing, China. (Photo illustration by Cheng Xin/Getty Images)
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Rounak Jain·Stocktwits
Updated Dec 08, 2025   |   8:59 AM EST
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  • CoreWeave stated that it expects the capped call transactions to reduce the potential dilution to the CoreWeave Class A common stock as a result of the conversion of the Notes.
  • The convertible notes being offered by CoreWeave are due in 2031, and initial purchasers would have an option to buy up to an additional $300 million.
  • CoreWeave stated last week during the UBS Global Technology and AI Conference 2025 that the company is tracking “very nicely” with respect to its first-quarter guidance.

CoreWeave Inc. (CRWV) shares fell by nearly 6% pre-market on Monday after the company proposed a $2 billion convertible notes offering.

The company, which counts Microsoft Corp. (MSFT) among its largest customers, stated that it intends to use a portion of the proceeds to fund the cost of entering into capped call transactions. It added that it expects to use the remainder for general corporate purposes.

Retail sentiment on Stocktwits around CoreWeave trended in the ‘neutral’ territory at the time of writing.

Capped Call Transactions

CoreWeave stated that it expects the capped call transactions to reduce the potential dilution to the CoreWeave Class A common stock as a result of the conversion of the Notes, or offset the potential cash payments it would have to make in excess of the principal amount of the converted Notes.

The convertible notes being offered by CoreWeave are due in 2031, and initial purchasers would have an option to buy up to an additional $300 million. The company stated that the interest rate, initial conversion rate, and other terms of the proposed offering would be determined at the time of its pricing.

Q1 Tracking ‘Very Nicely’

CoreWeave stated last week during the UBS Global Technology and AI Conference 2025 that the company is tracking “very nicely” with respect to its first-quarter (Q1) guidance, according to a transcript cited by Seeking Alpha.

“The vast majority of the CapEx pushout that we experience in Q4 will be done in Q1. And as you can imagine, we're going to ramp the capacity through the course of Q1 for this,” said CoreWeave’s CFO Nitin Agrawal during a call with analysts during its third-quarter (Q3) results announced in November.

As for the supply chain issues, CoreWeave stated that it has been navigating them “artfully” for the past couple of years and that it will continue to do so.

“We've scaled out clusters that now, I think, at 41 data centers across the North America and Europe in the last several years alone. We've been doing that while working through this and we will continue to do so,” the company said, according to the report.

CRWV stock is up 126% year-to-date.

Also See: With Fed Rate Announcement Scheduled For Wednesday, Here’s How US Treasury Yields Are Behaving

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