[8-K] CoreWeave, Inc. Reports Material Event

Rhea-AI Filing Summary

CoreWeave, Inc. announced its financial results for the fiscal quarter ended June 30, 2025 via a press release attached as Exhibit 99.1. The Item 2.02 disclosure and the accompanying press release are incorporated by reference but are explicitly stated as not being "filed" for purposes of Section 18 of the Exchange Act.

The company disclosed that IPO lock-up agreements covering directors, officers, selling stockholders and holders of substantially all Class A common stock (and related convertible/exchangeable/exercisable securities) terminate on the earlier of (i) the close of trading on the second trading day after the public announcement of earnings for the quarter ended June 30, 2025 and (ii) 180 days after March 31, 2025. Because CoreWeave publicly announced those earnings on August 12, 2025, the Restricted Period is expected to end at the close of trading on August 14, 2025.

Positive

• Press release attached as Exhibit 99.1 notifying investors of results for the quarter ended June 30, 2025
• Clear disclosure of IPO lock-up mechanics including the two termination triggers and affected holder categories
• Specific expected termination date for the Restricted Period (expected close of trading on August 14, 2025)

Negative

• The 8-K itself does not include financial figures or tables; numeric results appear only in the referenced press release (Exhibit 99.1)
• Restricted Period ending means previously restricted shares are expected to become tradable at the close of trading on August 14, 2025, which could increase available float

Insights

Financial Analyst

TL;DR: Lock-up expected to end Aug 14, 2025; filing attaches a press release but includes no financial tables within the 8-K.

The 8-K notifies investors that CoreWeave issued a press release for the quarter ended June 30, 2025 and formally discloses the mechanics and expected timing of the IPO lock-up termination. The filing itself does not present financial statements or numeric results; instead those details are in the referenced Exhibit 99.1. The announced end of the Restricted Period creates the potential for additional shares to become tradable beginning at the close of trading on August 14, 2025, which is a relevant supply consideration for market participants.

Corporate Governance Expert

TL;DR: The company clarifies lock-up coverage and termination timing tied to the earnings announcement, improving disclosure on share transfer restrictions.

The filing identifies the classes of holders subject to IPO lock-up and explains the two alternative termination triggers, confirming that the earnings announcement on August 12, 2025, triggers the earlier termination date. This disclosure is straightforward and aligns with typical post-IPO reporting requirements; it provides transparency about when restricted holders may resume transfers but does not change governance structures or officer/director roles.

FALSE000176962800017696282025-08-122025-08-12

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): August 12, 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 2.02 Results of Operations and Financial Condition

On August 12, 2025, CoreWeave, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.

Item 8.01 Other Information

In connection with the Company’s initial public offering (“IPO”) of Class A common stock, all of the Company’s directors and officers, the selling stockholders in the IPO, and the holders of substantially all of the Company’s Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for the Company’s Class A common stock are subject to lock-up agreements with the underwriters in the IPO or market standoff agreements with the Company that, subject to certain exceptions, restrict such holder’s ability to sell or transfer the holder’s shares or otherwise engage in certain transactions related thereto. Such restrictions terminate on the earlier of (i) the close of trading on the second trading day after the date that the Company’s publicly announces earnings for the quarter ended June 30, 2025 and (ii) 180 days after March 31, 2025 (the “Restricted Period”).

On August 12, 2025, the Company’s publicly announced its earnings for the quarter ended June 30, 2025, and, as a result, the Restricted Period is expected to end at the close of trading on August 14, 2025.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by CoreWeave, Inc. dated August 12, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 12, 2025

COREWEAVE, INC.
By:			/s/ Nitin Agrawal
Name:			Nitin Agrawal
Title:			Chief Financial Officer

FAQ

When did CoreWeave (CRWV) announce results for the quarter ended June 30, 2025?

CoreWeave publicly announced its earnings for the quarter ended June 30, 2025 on August 12, 2025.

When is the IPO lock-up expected to end for CoreWeave (CRWV)?

The Restricted Period is expected to end at the close of trading on August 14, 2025, per the filing's disclosure tied to the earnings announcement.

Who is subject to the IPO lock-up described in the 8-K?

The lock-up covers the company's directors and officers, selling stockholders from the IPO, and holders of substantially all Class A common stock and securities convertible/exchangeable/exercisable into Class A shares.

Is the press release included in the 8-K considered "filed" with the SEC?

No. The filing states the press release (Item 2.02 and Exhibit 99.1) is incorporated by reference but is not deemed "filed" for purposes of Section 18 of the Exchange Act.

What exhibits are attached to this Current Report?

The filing lists Exhibit 99.1 (press release dated August 12, 2025) and Exhibit 104 (Cover Page Interactive Data File/Inline XBRL).