NVIDIA invests $2 billion in CoreWeave (NASDAQ: CRWV) AI buildout

Rhea-AI Filing Summary

CoreWeave, Inc. disclosed that it sold 22,935,780 shares of its Class A common stock to NVIDIA Corporation in a private placement. The shares were issued on January 23, 2026 at $87.20 per share, resulting in $2 billion in cash proceeds to CoreWeave.

The company and NVIDIA also entered into a collaboration framework aimed at expanding their long-standing relationship to advance AI adoption at global scale. As part of this plan, CoreWeave expects to accelerate the buildout of more than 5 gigawatts of artificial intelligence factories by 2030 using NVIDIA’s computing platform technology.

Positive

• $2 billion cash infusion from the private placement with NVIDIA strengthens CoreWeave’s capital base for AI infrastructure buildout.
• Expanded collaboration framework with NVIDIA aligns CoreWeave’s plan to build more than 5 gigawatts of AI factories by 2030 with a leading AI computing platform provider.

Negative

• Issuance of 22,935,780 new shares to NVIDIA increases CoreWeave’s share count, which can dilute existing stockholders’ ownership percentages.

Insights

Equity & strategic transactions analyst

CoreWeave raises $2 billion from NVIDIA and deepens an AI infrastructure partnership.

CoreWeave completed a private placement of 22,935,780 Class A shares at $87.20 each to NVIDIA, bringing in $2 billion in cash. The issuance relied on a Section 4(a)(2) exemption, indicating a non-public, negotiated transaction with a single strategic buyer rather than a broad market offering.

In parallel, the companies agreed on a collaboration framework to expand their relationship and advance AI adoption at global scale. The framework is tied to CoreWeave’s plan to accelerate construction of more than 5 gigawatts of AI factories by 2030 using NVIDIA’s computing platform. The filing notes that outcomes depend on future definitive agreements and conditions, so the actual scope and timing of deployments will be determined as those agreements are executed.

For shareholders, this event combines substantial new equity capital with a closer strategic link to a major AI technology provider. The share issuance increases CoreWeave’s equity base, while the collaboration is positioned around long-term infrastructure buildout through 2030, with details to be fleshed out in subsequent agreements and regulatory filings.

8-K Event Classification

4 items: 3.02, 7.01, 8.01, 9.01

4 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000176962800017696282026-01-232026-01-23

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): January 23, 2026

___________________________________

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 3.02 Unregistered Sales of Equity Securities.

On January 23, 2026, CoreWeave, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with NVIDIA Corporation (“NVIDIA”). On January 23, 2026, the Company completed the issuance and sale of 22,935,780 shares of the Company’s Class A common stock, par value $0.000005 per share (the “Shares”), pursuant to the Purchase Agreement, at a price of $87.20 per share for an aggregate purchase price of $2 billion in cash. The Shares were issued and sold to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.

Item 7.01 Regulation FD Disclosure.

The joint press release issued by the Company and NVIDIA, dated January 26, 2026, announcing, among other things, the private placement pursuant to the Purchase Agreement and a collaboration framework to expand their long-standing complementary relationship to advance AI adoption at global scale is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 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 Events.

The Company and NVIDIA entered into a collaboration framework to expand their long-standing complementary relationship to advance AI adoption at global scale and to accelerate the Company's buildout of more than 5 gigawatts of artificial intelligence factories by 2030 developed and operated by the Company using NVIDIA's computing platform technology.

Forward-looking Statements

This Current Report on Form 8-K contains certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the following statements: the expansion of the relationship between the Company and NVIDIA; potential impacts on the Company’s business related to the expanded relationship (including the acceleration of the Company's buildout of more than 5 gigawatts of AI factories by 2030), and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. Such statements are subject to the terms and conditions of the collaboration framework and future execution of additional agreements and/or order forms and the satisfaction of certain conditions relating to matters described herein. Such agreements may not be completed or may contain different terms than those currently contemplated. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions due to a variety of factors. Many actual events and circumstances are beyond the control of the Company. The risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s most recent Quarterly Report on Form 10-Q filed with the SEC for the quarter ended September 30, 2025. Any forward-looking statements contained herein are based on assumptions that the Company believes to be reasonable as of the date of they were made. The Company undertakes no 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						Joint Press Release issued by CoreWeave, Inc. and NVIDIA Corporation, dated January 26, 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: January 26, 2026

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

FAQ

What major transaction did CoreWeave (CRWV) announce with NVIDIA?

CoreWeave entered into a Securities Purchase Agreement with NVIDIA Corporation and issued 22,935,780 shares of Class A common stock to NVIDIA in a private placement.

How much capital did CoreWeave (CRWV) raise from NVIDIA and at what price?

CoreWeave raised $2 billion in cash by selling shares to NVIDIA at $87.20 per share for 22,935,780 shares of Class A common stock.

What exemption did CoreWeave (CRWV) use for the NVIDIA share sale?

The shares were issued and sold to NVIDIA in a private placement relying on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.

What is the new collaboration framework between CoreWeave (CRWV) and NVIDIA?

CoreWeave and NVIDIA entered into a collaboration framework to expand their long-standing complementary relationship to advance AI adoption at global scale and support CoreWeave’s AI infrastructure plans.

How much AI infrastructure does CoreWeave (CRWV) plan to build with NVIDIA’s technology?

CoreWeave plans to accelerate its buildout of more than 5 gigawatts of artificial intelligence factories by 2030, developed and operated using NVIDIA’s computing platform technology.

Is the CoreWeave (CRWV) collaboration with NVIDIA fully finalized?

The filing states that results are subject to the terms and conditions of the collaboration framework and the future execution of additional agreements and order forms, which may not be completed or may differ from current expectations.