CoreWeave (Nasdaq: CRWV) plans $3.5B 2032 senior notes for corporate uses
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CoreWeave, Inc. plans, subject to market and other customary conditions, to offer $3.5 billion (or euro equivalents) of dollar- and euro-denominated senior unsecured notes due 2032 in a private offering to qualified institutional buyers and certain non-U.S. investors. The notes will be guaranteed on a senior unsecured basis by certain wholly owned subsidiaries. CoreWeave expects to use the proceeds for general corporate purposes, including repayment of outstanding indebtedness and to pay fees, costs and expenses related to the transaction. Supplemental materials provided to investors highlight a large revenue backlog, substantial existing secured and unsecured debt, and non-GAAP metrics such as Adjusted EBITDA and Run-Rate Adjusted EBITDA.
Positive
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Negative
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Insights
CoreWeave adds sizeable unsecured debt while emphasizing forward-looking cash generation.
CoreWeave is marketing $3.5 billion of senior unsecured notes due 2032, adding to an already large mix of revolving credit, term loans, convertibles and existing senior notes. The new notes are general unsecured obligations with subsidiary guarantees, sitting behind substantial secured borrowings.
The supplemental data show total debt of $25,149 million and LTM Adjusted EBITDA of $3,644 million, alongside LTM Run-Rate Adjusted EBITDA of $18,758 million based on projected contract profits. Revenue backlog as of March 31, 2026 includes remaining performance obligations of $98.8 billion, underscoring management’s growth assumptions.
On a projected basis, total debt could rise to $68,456 million, with enterprise value of $146,506 million and Run-Rate Adjusted EBITDA of $30,767 million. Actual leverage and serviceability will depend on converting backlog and projected contracts into realized EBITDA; these figures are explicitly described as forward-looking and subject to risk factors in recent filings.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Planned notes offering size: $3.5 billion aggregate principal
Total debt current: $25,149 million
Total debt projected: $68,456 million
+5 more
8 metrics
Planned notes offering size
$3.5 billion aggregate principal
Dollar- and euro-denominated senior notes due 2032
Total debt current
$25,149 million
Total debt as shown in capitalization table
Total debt projected
$68,456 million
Projected total debt in capitalization analysis
Cash and cash equivalents
$2,244 million
As of March 31, 2026, excluding restricted cash
LTM Adjusted EBITDA
$3,644 million
Last twelve months ended Q1 2026
LTM Run-Rate Adjusted EBITDA
$18,758 million
Includes projected run-rate profits from new contracts
Revenue backlog RPO
$98.8 billion
Remaining performance obligations as of March 31, 2026
Enterprise value projected
$146,506 million
Enterprise value in the projected capitalization table
Key Terms
senior notes, qualified institutional buyers, Rule 144A, Regulation S, +2 more
6 terms
senior notes financial
"offer $3.5 billion ... of dollar-denominated and euro-denominated senior notes due 2032"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
qualified institutional buyers regulatory
"in a private offering ... to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"or to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Run-Rate Adjusted EBITDA financial
"We define Run-Rate Adjusted EBITDA as adjusted EBITDA plus reasonably estimated identifiable “run-rate” profits"
Revenue Backlog financial
"Revenue Backlog as of March 31, 2026 includes remaining performance obligations of $98.8 billion"
Revenue backlog is the total value of confirmed sales, contracts, or orders that a company has committed to deliver but has not yet recognized as revenue; think of it as a queue of future income the business has already promised to customers. Investors care because backlog shows near-term sales visibility and growth potential—like knowing how many jobs are already scheduled—and it helps assess whether reported results are likely to continue, slow, or be at risk from cancellations or delays.
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): June 11, 2026
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of registrant's principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: ( | ||||||||
___________________________________
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 | ||||||
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 7.01 Regulation FD Disclosure.
Notes Offering
On June 11, 2026, CoreWeave, Inc. (the “Company”) announced that it intends to offer, subject to market and other customary conditions, $3.5 billion (or euro equivalents) in aggregate principle amount of dollar-denominated and euro-denominated senior notes due 2032 (collectively, the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will be general senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries of the Company. The Company intends to use the proceeds from the Notes Offering for general corporate purposes, including, without limitation, repayment of outstanding indebtedness, and to pay fees, costs and expenses in connection with the Notes Offering.
On June 11, 2026, the Company issued a press release announcing the commencement of the Notes Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Supplemental Information
The Company is herein furnishing certain supplemental information included in Exhibit 99.2 hereto and incorporated herein by reference that is being provided to potential investors in connection with the Notes Offering.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 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 or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Notes Offering and the expected use of proceeds therefrom, which statements are based on current expectations, forecasts and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including, but not limited to, the Company’s ability to complete the Notes Offering on favorable terms, if at all, and general market, political, economic and business conditions which might affect the Notes Offering. These factors, as well as others, are discussed in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026. All forward-looking statements contained herein are based on information available as of the date hereof and the Company does not assume any obligation to update these statements as a result of new information or future events.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | Press Release of the Company Relating to the Launch of the Notes Offering dated June 11, 2026. | |||||||
99.2 | Supplemental Information | |||||||
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: June 11, 2026
COREWEAVE, INC. | |||||
By: | /s/ Michael Intrator | ||||
Name: | Michael Intrator | ||||
Title: | Chief Executive Officer | ||||
EXHIBIT 99.1
CoreWeave Announces Intention to Offer $3.5 Billion of Senior Notes
LIVINGSTON, N.J., June 11, 2026 — CoreWeave, Inc. (Nasdaq: CRWV) (“CoreWeave”) announced today that it intends, subject to market and other customary conditions, to offer $3.5 billion (or euro equivalents) in aggregate principal amount of dollar-denominated and euro-denominated senior notes due 2032 (collectively, the “Notes”) in a private offering. The Notes will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries of CoreWeave.
CoreWeave intends to use the proceeds from the offering of the Notes for general corporate purposes, including, without limitation, repayment of outstanding indebtedness, and to pay fees, costs and expenses in connection with the offering of the Notes.
The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum.
About CoreWeave
CoreWeave is The Essential Cloud for AI™. Built for pioneers by pioneers, CoreWeave delivers a platform of technology, tools, and teams that enables innovators to move at the pace of innovation, building and scaling AI with confidence. Trusted by leading AI labs, startups, and global enterprises, CoreWeave serves as a force multiplier by combining superior infrastructure performance with deep technical expertise to accelerate breakthroughs. Established in 2017, CoreWeave completed its public listing on Nasdaq (CRWV) in March 2025.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Notes offering and the expected use of proceeds therefrom, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements are only predictions and may differ
materially from actual results due to a variety of factors including, but not limited to, CoreWeave’s ability to complete the offering on favorable terms, if at all, and general market, political, economic and business conditions which might affect the offering. These factors, as well as others, are discussed in CoreWeave's filings with the Securities and Exchange Commission, including the sections titled "Special Note Regarding Forward-Looking Statements" and "Risk Factors" in CoreWeave's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. All forward-looking statements contained herein are based on information available as of the date hereof and CoreWeave does not assume any obligation to update these statements as a result of new information or future events.
Media Contact press@coreweave.com
Investor Relations Contact
investor-relations@coreweave.com
This presentation is strictly confidential and is being furnished solely in reliance on applicable exemptions from the registration requirements under the U.S. Securities Act of 1933 (the “Act”). This presentation contains selected information derived from the Company's preliminary offering memorandum (the “offering memorandum”) and the portions of the documents that the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) that are incorporated by reference in the offering memorandum. The information contained in this presentation is provided as of the date of this presentation and is subject to change without notice. The notes have not been and will not be registered under the Act, or any state securities laws or the laws of any foreign jurisdiction. The notes will be offered in the U.S. only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Act and outside the U.S. in reliance on Regulation S under the Act. Accordingly, this document is being provided only to persons that are reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Act and to persons that are non-U.S. persons (as defined in Regulation S under the Securities Act) in transactions outside the United States. By accepting this presentation, you will be deemed to represent that you are a qualified institutional buyer or a non-U.S. person outside the United States. The notes have not been approved or disapproved by the SEC, or any other securities regulating body or agency, nor has any such authority, commission, or body passed on the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. The notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and applicable state securities laws pursuant to registration or exemption therefrom. Investors should be aware that they may be required to bear the financial risks of an investment in the notes for an indefinite period of time. There is no obligation on the part of any person to make a market for the notes. No action has been made or will be taken that would permit a public offering of any securities in any jurisdiction in which action for that purpose is required. No offers, sales, resales or delivery of any securities or any distribution of any offering material relating to any securities may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Company. Before you make a decision to invest in the notes, you should read the offering memorandum and the portions of the documents that the Company has filed with the SEC that are incorporated by reference in the offering memorandum for more complete information about the Company and the offering to which this presentation relates. Any statements, whether oral or written, that are not consistent with the offering memorandum are not authorized and should not be relied upon by prospective investors. This presentation does not constitute an offer to sell or a solicitation of an offer to buy the notes. The offer to sell, or the solicitation of an offer to buy, the notes is made only pursuant to the offering memorandum. This presentation and the accompanying oral commentary contain “forward-looking” statements based on the Company’s beliefs and assumptions and on information currently available to the Company. Forward-looking statements include all statements other than statements of historical fact contained in this presentation, including information or predictions concerning the future of the Company’s business or financial performance. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the Securities and Exchange Commission (the “2026 Q1 10-Q”). Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks emerge from time to time. The Company may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in these forward-looking statements. In addition, the forward-looking statements included in this presentation represent the Company’s views as of the date of this presentation. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this presentation. In addition, this presentation contains certain projected financial information with respect to the Company's future results. Such projected financial information was not prepared with a view to public disclosure or compliance with the guidelines established by the Public Company Accounting Oversight Board, published guidance or rules of the SEC or U.S. generally accepted accounting principles ("GAAP"). Such projected financial information constitutes forward-looking information, is presented for illustrative purposes only and should not be relied upon as being indicative of future results. The projected financial information is based on estimates and assumptions that the management of the Company believed to be reasonable at the time they were made and are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, that could cause actual results to differ materially from the projected financial information. In particular, the value of terms of actual contracts, interest rates and financial results and measures may vary, and the figures included in this presentation are presented for illustrative purposes only and should not be considered to be an indication of the actual contract terms or values, or the Company’s financial position or results of operations for any historical or future periods. The projected financial information also does not reflect future changes in general business or economic conditions, or any other transaction or event that may occur and that was not anticipated at the time this information was prepared and is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” in the 2026 Q1 10-Q. The inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the Company's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. This presentation includes references to Revenue Backlog. Revenue Backlog includes remaining performance obligations, plus, subject to the satisfaction of delivery and availability of service requirements, other amounts the Company estimates will be recognized as revenue in future. Revenue Backlog as of March 31, 2026 includes remaining performance obligations of $98.8 billion, plus, subject to the satisfaction of delivery and availability of service requirements, other amounts the Company estimates will be recognized as revenue in future periods under committed customer contracts. This presentation includes certain financial measures not presented in accordance with GAAP, including Adjusted Operating Income (Loss), Adjusted Operating Income (Loss) margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Loss and Adjusted Net Loss margin. Such non- GAAP measures are used by management in making operating decisions, allocating financial resources, and for internal planning and forecasting and business strategy purposes. The non-GAAP measures included in this presentation have certain limitations, and should not be construed as alternatives to financial measures determined in accordance with GAAP. The non-GAAP measures as defined by us may not be comparable to similar non-GAAP measures presented by other companies. The Company's presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company's future results will be unaffected by other unusual or non-recurring items. Please refer to the documents filed by the Company with the SEC for more information with respect to the Company's use of non-GAAP financial measures, including reconciliations thereof. Please refer to the Appendix for a reconciliation of each non-GAAP financial measure presented herein to the most directly comparable financial measure stated in accordance with GAAP. This presentation also contains estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company’s industry and estimated total addressable market. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we are responsible for all of the disclosures contained in this presentation and we believe the third-party market position, market opportunity, and market size data included in this presentation are reliable, we have not independently verified the accuracy or completeness of this third-party data. In addition, projections, assumptions, and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any decision to purchase securities of the Company should be made solely on the basis of the information contained in a prospectus to be issued by the Company in relation to a specific offering. All third-party trademarks, including names, logos, and brands, referenced by the Company in this presentation are property of their respective owners. All references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law. Safe Harbor Disclaimer Exhibit 99.2
Cloud Platform Purpose-Built for Artificial Intelligence Delivering Unmatched Performance1 Rapidly Delivering New Generations of Infrastructure at Scale with Unparalleled Track Record of Being Among the First to Market Continuing to Invest Up and Down the Technology Stack to Deliver a Full Service AI Cloud Platform Serving Most of the World’s Leading AI Labs, Hyperscalers and AI Enterprises Systematic Approach to Financing at Scale Unique Combination of Growth at Scale with Attractive Unit Economics Note: 1. Based on MLPerf benchmark results, NVIDIA Exemplar Cloud status, and SemiAnalysis ClusterMAX rating CoreWeave - The Essential Cloud for AI
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March 2025 Ranking GPU Cloud November 2025 Ranking GPU Cloud Below Silver Status: ~200 Other Cloud Platforms Only Player to Achieve Top-Ranked Platinum Status in Each of SemiAnalysis’ GPU Cloud ClusterMAXTM Ratings CoreWeave’s AI Cloud Platform is Singular
Pro Forma Capitalization(1) Proceeds will be used for General Corporate Purposes, including to fund CapEx Sources ($M) Uses ($M) New USD / EUR Notes $3,500 General Corporate Purposes $3,500 Total Sources $3,500 Total Uses $3,500 SOURCES & USES Current (As of 3/31/26) As Adjusted Projected Debt and LTM Run-Rate Adj. EBITDA(5)(6)(8) ($M) Maturity Pricing Amount xEBITDA Amount Amount xEBITDA Cash & Cash Equivalents(2) $2,244 $12,842 $10,161 $2,500M RCF Nov-29 S+175 1,500 1,500 DDTL-1 Debt Mar-28 S+962 1,438 1,438 DDTL-2 Debt Aug-30 S+600(3) 4,425 4,425 DDTL-2.1 Debt Mar-31 S+425 3,000 3,000 DDTL-3 Debt Aug-30 S+400 1,700 1,700 DDTL-5 Debt Nov-31 S+450 - 3,100 OEM and Software License Financing Arrangements(8) - - 5,036 5,036 Total Secured Debt (At Parent or w/ Parent Guarantee)(9) $16,741 4.6x $19,841 $43,368 2.3x Total Net Secured Debt (At parent or w/ Parent Guarantee)(9) $14,497 4.0x $7,000 $33,207 1.8x DDTL-4 Debt (w/ limited Parent Guarantee) (7) Mar-32 S+225 / 5.9% 1,260 1,260 8,500 Total Secured Debt(9) $18,002 4.9x $21,102 $51,868 2.8x Total Net Secured Debt(9) $15,757 4.3x $8,260 $41,707 2.2x 9.250% Senior Unsecured Notes Jun-30 9.250% 2,000 2,000 2,000 9.000% Senior Unsecured Notes Feb-31 9.000% 1,750 1,750 1,750 9.750% Senior Unsecured Notes Oct-31 9.750% - 2,750 2,750 New USD Senior Unsecured Notes 6-year [TBD] - 3,500 3,500New EUR Senior Unsecured Notes 6-year [TBD] - 1.750% Convertible Senior Notes Dec-31 1.750% 2,588 2,588 2,588 1.750% Convertible Senior Notes Oct-32 1.750% - 4,000 4,000 Convertible Promissory Notes - - 171 171 - Magnetar Loan(8) - - 281 281 - Total Debt $25,149 6.9x $38,499 $68,456 3.6x Total Net Debt $22,905 6.3x $25,658 $58,294 3.1x Market Capitalization (As of 6/9/2026) 88,212 88,212 88,212 Enterprise Value $111,117 30.5x $113,869 $146,506 7.8x Q1’2026 LTM Adjusted EBITDA(4) $3,644 LTM Run-Rate Adjusted EBITDA(5)(6) $18,758 $30,767M of secured debt projected in good faith by the Company to be required to service new contracts included in our Run-Rate Adjusted EBITDA calculations for the period indicated Note: 1. The notes the Company is seeking to issue as part of this offering will be split between USD and EUR denominated tranches. The aggregate amount of notes issued will be ultimately determined by the split of USD and EUR denominated tranches, and as such the aggregate amount of notes may be less than or greater than $3,500MM USD as a result of currency conversion rates 2. Excludes restricted cash and cash equivalents, both current and non-current 3. As of 3/31/2026, 100% of contracts are priced at S+600; Facility pricing can be S+650 for other IG contracts and S+1300 for non-IG contracts 4. Adjusted EBITDA is a non-GAAP financial measure. Please see reconciliations from GAAP to non-GAAP measures contained in the Appendix to this presentation 5. Inclusive of projected run-rate profits from new contracts and debt projected to be required to service such new contracts. LTM Run-Rate Adjusted EBITDA, projected total secured debt, projected total net secured debt, projected total debt and projected total net debt are forward-looking statements and projections, are subject to risks and uncertainties and should not be relied upon as statements of fact or predictions of future events; see "Safe Harbor Disclaimer" 6. LTM Run-Rate Adjusted EBITDA is a non-GAAP measure. 7. The facility includes a floating rate tranche financed at SOFR + 2.25% and a fixed rate tranche financed at approximately 5.9% 8. Projected Debt excludes the magnetar loan and certain software arrangements. Approximately $358 million of software license financing arrangements are unsecured 9. Total Secured Debt balances exclude approximately $358 million of software license financing arrangements, which are unsecured
Notes: 1. Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fees, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction-specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business. 2. Represents adjustments related to recording our derivative liabilities at fair value at the end of each reporting period for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the fair value remeasurement of the option liability in connection with our Series B redeemable convertible preferred stock financing. Investments and Fair Value Measurements to our consolidated financial statements included in Note 3 of our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2025 for additional information 3. Reasonably estimated identifiable “run-rate” profits (calculated on a pre-tax basis) projected to be earned from new contracts entered into by the Company and/or its subsidiaries within 24 months of the entry into such new contracts 4. Run-rate profits from new contracts and Run-Rate Adjusted EBITDA are forward-looking statements and projections, are subject to risks and uncertainties and should not be relied upon as statement of facts or predictions of future events. See “Safe Harbor Disclaimer” FY 2025 LTM Q1 2026 Net loss $(1,167) $(1,592) Depreciation and amortization 2,454 3,158 Interest expense, net 1,229 1,501 Stock-based compensation 630 599 Provision for (benefit from) income taxes (48) (10) Acquisition related costs(1) 55 50 Other income, net (33) (62) (Gain) loss on fair value adjustments(2) (27) - Adjusted EBITDA (As Reported) $3,093 $3,644 Run-rate profits from new contracts(3)(4) 15,114 Run-Rate Adjusted EBITDA(3)(4) $18,758 Adjusted EBITDA and Run-Rate Adjusted EBITDA We define adjusted EBITDA as net loss, excluding (i) (gain) loss on fair value adjustments, (ii) depreciation and amortization, (iii) interest expense, net, (iv) stock-based compensation expense, (v) acquisition related costs, (vi) other income, net, and (vii) provision for (benefit from) income taxes. We define adjusted EBITDA margin as adjusted EBITDA divided by revenue. We define Run-Rate Adjusted EBITDA as adjusted EBITDA plus reasonably estimated identifiable “run-rate” profits (calculated on a pre-tax basis) projected to be earned from announced contracts and contracts included in our good faith debt estimate as of the date of this offering memorandum, in each case, within 24 months of the entry into such contracts, as permitted pursuant to the Amended Revolving Credit Facility Agreement and as will be permitted under the Indenture Reconciliation from GAAP to Non-GAAP Measures (in millions, except percentages)
FAQ
What notes offering did CoreWeave (CRWV) announce in this 8-K?
CoreWeave plans to offer $3.5 billion (or euro equivalents) of dollar- and euro-denominated senior unsecured notes due 2032. The notes will be sold privately to qualified institutional buyers and certain non-U.S. investors under Rule 144A and Regulation S.
How does CoreWeave intend to use the proceeds from the $3.5 billion notes?
CoreWeave expects to use the notes proceeds for general corporate purposes, including repayment of outstanding indebtedness. The company also plans to cover fees, costs and expenses associated with the notes offering and broader corporate needs disclosed to prospective investors.
What is CoreWeave’s reported revenue backlog as of March 31, 2026?
Revenue backlog as of March 31, 2026 includes remaining performance obligations of $98.8 billion, plus additional amounts the company estimates will be recognized as revenue under committed customer contracts, subject to delivery and service availability requirements being satisfied in future periods.
What are CoreWeave’s key EBITDA metrics highlighted to note investors?
For the LTM ended Q1 2026, CoreWeave reports Adjusted EBITDA of $3,644 million. It also presents LTM Run-Rate Adjusted EBITDA of $18,758 million, which adds projected run-rate profits from new contracts, and explains both figures are non-GAAP measures with reconciliations in its materials.
How much debt and cash does CoreWeave report before the new notes?
Current figures show total debt of $25,149 million and total net debt of $22,905 million, with cash and cash equivalents of $2,244 million, excluding restricted cash. These amounts precede the contemplated $3.5 billion senior notes and other projected debt increases discussed in the supplemental information.
Who can buy CoreWeave’s new senior notes under this transaction?
The notes and guarantees are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S. The securities are not registered and may only be resold under applicable exemptions.