CRWV 8-K: Termination of put converts redeemable shares, adds $1.2B equity

Rhea-AI Filing Summary

CoreWeave, Inc. reports that, following a Termination Event that ended a shareholder put right, shares previously classified as redeemable mezzanine equity were reclassified into Class A common stock inside stockholders' equity. This reclassification increased stockholders' equity by $1.2 billion, reflecting the removal of the shares' redeemable status that had kept them outside regular equity. The filing notes the put shares had been treated as mezzanine because they were redeemable outside the company's control prior to the termination.

Positive

• Stockholders' equity increased by $1.2 billion due to reclassification
• Removal of redeemable status simplifies equity presentation on the balance sheet

Negative

• None.

Insights

Corporate Finance Analyst

Reclassification lifts reported equity by $1.2 billion.

The termination of the put right changed the accounting treatment: quantities previously presented as mezzanine equity because of external redeemability are now recorded as Class A common stock within stockholders' equity. This is an accounting reclassification that increases reported equity without indicating new cash inflows.

The primary dependency is the legal and contractual finality of the termination; if the termination is effective, the classification change is permanent for financial reporting. Watch for any additional disclosures that quantify the number of shares reclassified or describe related cash settlement obligations within the next reporting periods.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

FALSE000176962800017696282025-09-252025-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 6, 2025 (September 25, 2025)

___________________________________

CoreWeave, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-42563			82-3060021
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)
290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ						07039
(Address of registrant's principal executive offices)						(Zip Code)
Registrant's telephone number, including area code: (973) 270-9737

___________________________________

Not Applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, $0.000005 par value per share			CRWV			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Information

As previously disclosed, holders of CoreWeave, Inc.’s (the “Company”) legacy Series C convertible preferred stock (the “Put Shares”) had a “put” right on the first trading day immediately after March 31, 2027 (the “Public Sale Date”) that would require the Company to repurchase the Put Shares at a price per share of $38.95 payable in cash, representing an aggregate payment of $1.2 billion. The Put Right automatically terminates pursuant to the terms thereof in certain circumstances, including when the Company’s Class A common stock has a 20 day volume-weighted average price in any consecutive 30 trading day period of at least $68.16 at any point on or prior to March 31, 2027 during which Coatue Management, L.L.C. is not subject to a contractual lock-up agreement (the “Termination Event”). The Termination Event occurred on September 25, 2025 and, as a result, the Put Right has automatically terminated.

Accordingly, prior to the Termination Event, the Put Shares were classified as mezzanine equity due to the shares being redeemable outside of the Company’s control; however, upon the termination of the put right, the Company’s redeemable Class A common stock was reclassified into Class A common stock within stockholders’ equity (deficit), increasing stockholders’ equity by $1.2 billion.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 6, 2025

COREWEAVE, INC.
By:			/s/ Michael Intrator
Name:			Michael Intrator
Title:			Chief Executive Officer

FAQ

What change did CoreWeave (CRWV) report on the 8-K?

CoreWeave reported that a put right was terminated and previously redeemable shares were reclassified from mezzanine to Class A common stock, increasing equity by $1.2 billion.

Does the reclassification involve new cash inflows for CoreWeave?

No. The filing describes an accounting reclassification that increases stockholders' equity by $1.2 billion; it does not state any new cash received.

Why were the shares previously shown as mezzanine equity?

The shares were classified as mezzanine because they were redeemable outside the company's control, which requires presentation outside regular shareholders' equity.

What triggered the reclassification to Class A common stock?

The reclassification followed the termination of the put right, removing the redeemable feature that had required mezzanine presentation.

Will this change affect CoreWeave's reported liabilities?

The filing only describes a reclassification into equity and an increase in equity by $1.2 billion; it does not state any change to reported liabilities.