FALSE000176962800017696282026-09-172026-09-17
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): September 17, 2026
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CoreWeave, Inc.
(Exact name of registrant as specified in its charter)
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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):
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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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 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
On September 22, 2026, CoreWeave, Inc. (“CoreWeave”) completed its previously announced upsized private offering of $4.2 billion aggregate principal amount of its 2.875% Convertible Senior Notes due 2033 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), including $500 million aggregate principal amount of Notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional Notes. The Notes were issued pursuant to an Indenture, dated September 22, 2026 (the “Indenture”), among CoreWeave, the Guarantors (as defined below) party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes are general senior, unsecured obligations of CoreWeave. The Notes will be jointly and severally, fully and unconditionally guaranteed, on a senior, unsecured basis, by CoreWeave’s wholly owned subsidiaries that currently or in the future guarantee CoreWeave’s existing 9.250% senior notes due 2030, 9.000% senior notes due 2031, 9.750% senior notes due 2031, 9.625% senior notes due 2032, 8.500% senior notes due 2032, 1.75% convertible senior notes due 2031 and 1.75% convertible senior notes due 2032, as the same may be amended, extended, renewed, restated, supplemented or otherwise modified from time to time or refinanced in the form of new capital markets indebtedness (the “Guarantors”). The Notes bear interest at a rate of 2.875% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1 ,2027. The Notes will mature on April 1, 2033 (the “maturity date”), unless earlier converted, redeemed or repurchased. The Notes are convertible into cash, shares of CoreWeave’s Class A common stock or a combination of cash and shares of CoreWeave’s Class A common stock, at CoreWeave’s election.
Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding January 3, 2033 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2026 (and only during such fiscal quarter), if the closing price of CoreWeave’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the closing price of CoreWeave’s Class A common stock and the conversion rate on each such trading day; (3) if CoreWeave calls such Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after January 3, 2033 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, regardless of the foregoing conditions. Upon conversion, CoreWeave will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at CoreWeave’s election.
The conversion rate will initially be 10.2194 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $97.85 per share of CoreWeave’s Class A common stock). The initial conversion price of the Notes represents a premium of approximately 22.50% over the last reported sale price of CoreWeave’s Class A common stock on September 17, 2026. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date, or if CoreWeave delivers a notice of redemption, CoreWeave will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called as provided in the Indenture) for redemption, as the case may be, subject to a maximum conversion rate of 12.5187 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes. A maximum of 52,578,540 shares of CoreWeave’s Class A common stock may be issued upon conversion of the Notes in full, based on this maximum conversion rate, which is subject to customary adjustments set forth in the Indenture.
CoreWeave may redeem (a “provisional redemption”) for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, on a redemption date occurring on or after April 5, 2030 and before the 26th scheduled trading day before the maturity date, but only if (i) (x) the Notes are “freely tradable” (as defined in
the Indenture) as of the date CoreWeave sends the related notice of redemption, unless a “redemption cash settlement election” (as defined in the Indenture) applies, and (y) all accrued and unpaid additional interest, if any, has been paid in full as of the most recent interest payment date occurring on or before the date CoreWeave sends such notice of redemption; and (ii) the closing price of CoreWeave’s Class A common stock has been at least 130% of the conversion price then in effect for each of at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which CoreWeave provides notice of such redemption, during the 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which CoreWeave provides notice of such redemption. CoreWeave may also redeem (a “cleanup redemption”) for cash all, but not less than all, of the Notes, at its option, at any time, but only if (i) (x) the Notes are freely tradable as of the date CoreWeave sends the related notice of redemption, unless a redemption cash settlement election applies, and (y) all accrued and unpaid additional interest, if any, has been paid in full as of the most recent interest payment date occurring on or before the date CoreWeave sends such notice of redemption; and (ii) the aggregate principal amount of the Notes outstanding at the time CoreWeave sends such notice of redemption is less than $100.0 million. The redemption price for a provisional redemption or a cleanup redemption will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
If CoreWeave undergoes a “fundamental change” (as defined in the Indenture) prior to the maturity date, subject to a limited exception set forth in the Indenture, holders may require CoreWeave to repurchase for cash all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The Notes will have customary provisions relating to the occurrence of “events of default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest that has accrued on the Notes, will be subject to a 30-day cure period); (ii) CoreWeave’s failure to send certain notices under the Indenture within specified periods of time; (iii) CoreWeave’s or a Guarantor’s failure to comply with certain covenants in the Indenture relating to CoreWeave’s or such Guarantor’s ability to consolidate with or merge with or into any other person, or convey, transfer, sell, lease or otherwise dispose of all or substantially all of the assets of CoreWeave’s or such Guarantor, as the case may be, to another person; (iv) a default in CoreWeave’s obligation to repurchase the Notes at the option of a holder upon a fundamental change; (v) a default by CoreWeave or any Guarantor in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by CoreWeave or any of its “significant subsidiaries” (as defined in the Indenture) (or any group of subsidiaries that, taken together, would constitute a significant subsidiary of CoreWeave) with respect to indebtedness for borrowed money of the greater of $200 million or 5% of “LTM EBITDA” (as defined in the Indenture) (subject to a 30-day cure period after notice is given in accordance with the Indenture); and (vi) certain events of bankruptcy, insolvency and reorganization involving CoreWeave, any Guarantor that is a significant subsidiary or any group of Guarantors that, taken together, would constitute a significant subsidiary of CoreWeave.
If an event of default (other than an event of default relating to specified events of bankruptcy, insolvency or reorganization of CoreWeave and not, for the avoidance of doubt, solely any subsidiary of CoreWeave) occurs and continues, the Trustee by notice to CoreWeave, or the holders of at least 30% in principal amount of the outstanding Notes by notice to CoreWeave and the Trustee, may declare the principal and accrued and unpaid interest on the outstanding Notes to be immediately due and payable. In case of specified events of bankruptcy, insolvency or reorganization involving CoreWeave, the principal and accrued and unpaid interest on the Notes will automatically become immediately due and payable. Notwithstanding the foregoing, the Indenture provides that, at CoreWeave’s option (exercised by notice to the holders prior to the occurrence of the applicable event of default), the sole remedy for an event of default relating to the failure by CoreWeave to comply with certain reporting covenants in the Indenture will, for the 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes at an annual rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day that such event of default is continuing during the first 180 days after the occurrence of such an event of default and 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such event of default.
The Indenture provides that CoreWeave may not consolidate with or merge with or into any other person or convey, transfer, sell, lease or otherwise dispose of all or substantially all of CoreWeave’s assets to another person, unless: (i) the resulting, surviving or transferee person is CoreWeave or, if not CoreWeave, is a “qualified successor entity” (as defined in the
Indenture) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the successor entity (if not CoreWeave) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of CoreWeave’s obligations under the Notes and the Indenture; (ii) immediately after giving effect to such transaction, no default under the Indenture shall have occurred and be continuing; and (iii) CoreWeave shall have delivered to the Trustee an officer’s certificate and an opinion of counsel, each stating that such transaction and such supplemental indenture (if any) comply with the Indenture.
The net proceeds from the offering were $4,137.0 million, after deducting the initial purchasers’ discounts but before deducting estimated offering expenses payable by CoreWeave. CoreWeave used a portion of the net proceeds from the offering to fund the cost of entering into the Capped Call Transactions (as defined below). CoreWeave intends to use the remainder of the net proceeds from the offering for general corporate purposes.
A copy of the Indenture and form of Note are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Capped Call Transactions
On September 17, 2026, in connection with the pricing of the offering of the Notes, CoreWeave entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with each of Barclays Bank PLC, represented by Barclays Capital Inc. as its agent, Crédit Agricole Corporate and Investment Bank, represented by Credit Agricole Securities (USA) Inc. as its agent, Citibank, N.A., Deutsche Bank AG, London Branch, through its agent Banco Santander, S.A., The Bank of Nova Scotia, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Bank USA, National Association and Wells Fargo Bank, National Association (the “Option Counterparties”). In addition, on September 18, 2026, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, CoreWeave entered into additional capped call transactions (the “Additional Capped Call Transactions” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to anti-dilution adjustments, the number of shares of CoreWeave’s Class A common stock that initially underlie the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to CoreWeave’s Class A common stock upon any conversion of the Notes and/or offset any potential cash payments CoreWeave is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $199.70 per share, which represents a premium of 150.0% over the last reported sale price of CoreWeave’s Class A common stock of $79.88 per share on September 17, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $566.2 million.
The Capped Call Transactions are separate transactions, each between CoreWeave and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The above description of the Capped Call Transactions is a summary and is not complete. A copy of the Form of Base Capped Call Confirmation is filed as Exhibit 10.1 to this Current Report on Form 8-K, and a copy of the Form of Additional Capped Call Confirmation is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the terms of the Form of Base Capped Call Confirmation and Form of Additional Capped Call Confirmation set forth in such exhibits.
Item 3.02 Unregistered Sale of Equity Securities.
See Item 1.01 above, which is incorporated by reference herein.
The Notes were offered and sold to the initial purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and the Notes were resold to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act. The offer and sale of the Notes, the guarantees of the Notes and the shares of CoreWeave’s Class A common stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 8.01 Other Events.
On September 18, 2026, CoreWeave issued a press release announcing the pricing of the upsized offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements concerning the offering, the expected use of proceeds from the offering, the Capped Call Transactions and the potential impact of the foregoing or related transactions on dilution to holders of CoreWeave’s Class A common stock or the market price of CoreWeave’s Class A common stock or the Notes. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “enables,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “will” or similar expressions and derivative forms and/or the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that CoreWeave expects. These risks and uncertainties include market risks, trends and conditions. These risks and uncertainties are more fully described in CoreWeave’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in CoreWeave’s Quarterly Report on Form 10-Q for the fiscal year ended June 30, 2026, and subsequent reports that CoreWeave files with the Securities and Exchange Commission. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent CoreWeave’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. CoreWeave disclaims any obligation to update forward-looking statements.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. | | Description |
4.1 | | Indenture, dated as of September 22, 2026, by and among CoreWeave, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. |
4.2 | | Form of 2.875% Convertible Senior Note due 2033 (included as Exhibit A to Exhibit 4.1). |
10.1 | | Form of Base Capped Call Confirmation. |
10.2 | | Form of Additional Capped Call Confirmation. |
99.1 | | Press Release issued by CoreWeave, Inc. on September 18, 2026. |
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: September 22, 2026
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COREWEAVE, INC. |
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By: | /s/ Michael Intrator |
Name: | Michael Intrator |
Title: | Chief Executive Officer |
EXHIBIT 99.1
CoreWeave Prices Upsized $3.7 Billion Convertible Senior Notes Offering
September 18, 2026
LIVINGSTON, N.J. — CoreWeave, Inc. (Nasdaq: CRWV) (“CoreWeave”) announced today the pricing of its private offering of $3.7 billion aggregate principal amount of its 2.875% convertible senior notes due 2033 (the “Notes”). The offering was upsized from the previously announced offering of $3.0 billion aggregate principal amount of Notes. The issuance and sale of the Notes are scheduled to settle on September 22, 2026, subject to customary closing conditions. CoreWeave also granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $500 million aggregate principal amount of Notes.
The Notes will be jointly and severally, fully and unconditionally guaranteed by CoreWeave’s wholly owned subsidiaries that guarantee its existing 9.250% senior notes due 2030, 9.000% senior notes due 2031, 9.750% senior notes due 2031, 9.625% senior notes due 2032, 8.500% senior notes due 2032, 1.75% convertible senior notes due 2031 and 1.75% convertible senior notes due 2032, and will accrue interest payable semiannually in cash in arrears on April 1 and October 1 of each year, beginning on April 1, 2027, at a rate of 2.875% per year. The Notes will mature on April 1, 2033, unless earlier repurchased, redeemed or converted. The Notes and the subsidiary guarantees will be the general senior, unsecured obligations of CoreWeave and the guarantors.
Prior to January 3, 2033, the Notes will be convertible at the option of the noteholders only upon the occurrence of specific events and during specified periods. On or after January 3, 2033, noteholders may convert their Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. CoreWeave will settle conversions of the Notes in cash, shares of CoreWeave’s Class A common stock or a combination of cash and shares of CoreWeave’s Class A common stock, at CoreWeave’s election. The initial conversion rate will be 10.2194 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $97.85 per share. The initial conversion price represents a premium of approximately 22.50% over the last reported sale price of $79.88 per share of CoreWeave’s Class A common stock on the Nasdaq Global Select Market on September 17, 2026. The conversion rate will be subject to adjustment upon the occurrence of certain events.
CoreWeave may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after April 5, 2030 and before the 26th scheduled trading day before the maturity date if the last reported sale price of CoreWeave’s Class A common stock has been at least 130% of the conversion price of the Notes then in effect for a specified period of time and certain other conditions are met. CoreWeave may also redeem for cash all, but not less than all, of the Notes, at its option, if the principal amount of the Notes then outstanding is less than $100.0 million and certain other conditions are met. The redemption price for any redemption will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If CoreWeave undergoes a “Fundamental Change” (as defined in the indenture that will govern the Notes), subject to certain conditions and limited exceptions, noteholders may require CoreWeave to repurchase for cash all or any portion of their Notes at a price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
If certain corporate transactions occur prior to the maturity date or if CoreWeave delivers a notice of redemption, CoreWeave will, in certain circumstances, increase the conversion rate applicable to Notes that are converted in connection with such corporate transaction or Notes that are called (or deemed called) for redemption and converted in connection with such notice of redemption, as the case may be.
CoreWeave estimates that the net proceeds from the offering will be approximately $3,644.5 million (or approximately $4,137.0 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions but before deducting CoreWeave’s estimated offering expenses. CoreWeave intends to use approximately $498.8 million of the net proceeds to fund the cost of entering into the capped call transactions described below. CoreWeave intends to use the remainder of the net proceeds from the offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, then CoreWeave intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below, and the remainder of any such additional net proceeds for general corporate purposes.
In connection with the pricing of the Notes, CoreWeave entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to certain customary adjustments, the number of shares of CoreWeave’s class A common stock
underlying the Notes. If the initial purchasers exercise their option to purchase additional Notes, then CoreWeave expects to enter into additional capped call transactions with the option counterparties.
The cap price of the capped call transactions will initially be $199.70 per share, which represents a premium of 150% over the last reported sale price of CoreWeave’s Class A common stock of $79.88 per share on September 17, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
The capped call transactions are expected generally to reduce the potential dilution to CoreWeave’s Class A common stock upon any conversion of Notes and/or offset any potential cash payments CoreWeave is required to make in excess of the principal amount of converted Notes, as the case may be, upon conversion of the Notes. If, however, the market price per share of CoreWeave’s Class A common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
CoreWeave has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to CoreWeave’s Class A common stock and/or purchase shares of CoreWeave’s Class A common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of CoreWeave’s Class A common stock or the Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to CoreWeave’s Class A common stock and/or purchasing or selling CoreWeave’s Class A common stock or other securities of CoreWeave in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) on each exercise date for the capped call transactions, which is in each case expected to occur on each trading day during the 25 trading day period beginning on the 26th scheduled trading day prior to the maturity date of the Notes and (y) following any early conversion of the Notes, any repurchase of the Notes by CoreWeave on any fundamental change repurchase date, any redemption date or any other date on which CoreWeave retires any Notes, in each case if CoreWeave exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of CoreWeave’s Class A common stock or the Notes, which could affect a noteholder’s ability to
convert its Notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of its Notes.
The Notes and related guarantees were 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”). The Notes and related guarantees and the shares of CoreWeave's Class A common stock, if any, issuable upon conversion 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.
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 capped call transactions, 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 the anticipated terms, if at all, the effect of the capped call transactions, the anticipated use of proceeds from the proposed offering, and the potential impact of the foregoing or related transactions on dilution to holders of its Class A common stock and the market price of its Class A common stock 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 fiscal quarter ended June 30, 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
