Monitor pricing of the convertible notes (expected coupon 2.375%-2.875%, conversion premium 22.5%-27.5%) and the 30-day ATM lockup expiration. The $104.2B revenue backlog and 59% Adj. EBITDA margin support the growth thesis, but $35.6B total debt and $(567)M adjusted net loss highlight the capital-intensive model. Watch for execution on the $25B+ of new customer commitments added in early Q3 and the pace of data center deployment.
Price Chart
Executive Summary
CoreWeave announced a $3.0 billion convertible senior notes offering (plus $500M greenshoe) and entered into an equity distribution agreement for up to 35 million shares via an ATM program and collared forward sale agreements. The company reported Q2 2026 revenue of $2.575 billion (+112% YoY), Adjusted EBITDA of $1.510 billion (59% margin), and a revenue backlog of $104.2 billion (+246% YoY). The combined capital raise supports aggressive infrastructure expansion but adds significant leverage and potential dilution.
Key Facts
- Announced $3.0 billion convertible senior notes offering due 2033, with $500 million greenshoe option
- Entered equity distribution agreement for up to 35,000,000 shares of Class A common stock via ATM and collared forward sales
- Q2 2026 revenue of $2.575 billion, up 112% YoY
- Q2 2026 Adjusted EBITDA of $1.510 billion, 59% margin
- Revenue backlog of $104.2 billion as of June 30, 2026, up 246% YoY
- Q2 2026 Adjusted Operating Income of $128 million, 5% margin
- Q2 2026 Adjusted Net Loss of $(567) million, (22)% margin
- Total debt of $35.6 billion as of June 30, 2026
- Weighted average interest rate improved to 7.8% in Q2 2026 from 14.9% in FY 2023
- Expected coupon on convertible notes: 2.375%–2.875%
- Expected conversion premium: 22.5%–27.5%
- No ATM sales for at least 30 days after convertible note pricing
- Capped call transactions expected to reduce dilution upon conversion
Financial Impact
$3.0B convertible notes offering (plus $500M greenshoe) and up to 35M share ATM/collared forward program; Q2 revenue $2.575B (+112% YoY), Adj. EBITDA $1.510B (59% margin), revenue backlog $104.2B
Risk Factors
- Massive debt load of $35.6B with ongoing capital expenditure requirements ($9.4B in Q2 alone)
- Potential dilution from up to 35M shares via ATM/collared forward and convertible note conversion
- Negative adjusted net income of $(567)M in Q2 2026 despite strong revenue growth
- Execution risk in deploying $3.5B+ in new capital while maintaining margins
- Dependence on continued AI infrastructure demand and NVIDIA GPU supply chain
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001769628-26-000429 |
| Exhibit: ex9911.htm | 0001769628-26-000429 |
| Exhibit: ex51.htm | 0001769628-26-000429 |
| Document: crwv2026convertpresentat.htm | 0001769628-26-000429 |
| Document: crwv-20260917.htm | 0001769628-26-000429 |
| Document: 0001769628-26-000429-index-headers.html | 0001769628-26-000429 |
| Document: 0001769628-26-000429-index.html | 0001769628-26-000429 |
| Document: 0001769628-26-000429.txt | 0001769628-26-000429 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 6d ago | Institutional Cluster | $55.60 | awaiting T+20 | awaiting T+20 | $59.57 (+7.14%) |
Oct 14, 2026 13d ago | Insider Cluster | $69.69 | awaiting T+20 | awaiting T+20 | $59.57 (+14.52%) |
Oct 13, 2026 14d ago | 144 | $65.78 | awaiting T+20 | awaiting T+20 | $59.57 (−9.44%) |
Oct 6, 2026 21d ago | 144 | $88.45 | awaiting T+20 | awaiting T+20 | $59.57 (−32.65%) |
Oct 2, 2026 25d ago | Insider Cluster | $87.39 | awaiting T+20 | awaiting T+20 | $59.57 (+31.83%) |
Oct 1, 2026 26d ago | Insider Cluster | $89.62 | awaiting T+20 | awaiting T+20 | $59.57 (+33.53%) |
Sep 24, 2026 4w ago | Insider Cluster | $87.59 $54.24 | ▲ +38.08% | ▲ +36.61% | $59.57 (+31.99%) |
Sep 17, 2026 5w ago | Insider Cluster | $81.36 $61.39 | ▲ +24.55% | ▲ +24.75% | $59.57 (+26.78%) |
Sep 17, 2026 5w ago | Insider Cluster | $81.36 $61.39 | ▲ +24.55% | ▲ +24.75% | $59.57 (+26.78%) |
Sep 17, 2026 5w ago | Insider Cluster | $81.36 $61.39 | ▲ +24.55% | ▲ +24.75% | $59.57 (+26.78%) |
US Market Status
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