8-KRegulation FDExhibits & Filings

CoreWeave, Inc. 8-K Report, Regulation FD Disclosure (May 19, 2025)

Filed May 19, 2025For Securities:CRWV

Summary

CoreWeave, Inc. (CRWV) announced on May 19, 2025, its intention to offer $1.5 billion in senior unsecured notes due 2030 to qualified institutional buyers and non-U.S. persons. The proceeds are earmarked for general corporate purposes, including debt repayment and offering-related expenses. This debt offering signals the company's strategy to access capital for ongoing operations and potential future investments. In addition to the notes offering, CoreWeave is in the process of securing a new delayed draw term loan facility (DDTL 3.0) expected to provide up to $2.6 billion. This facility is intended to fund the acquisition and maintenance of equipment and infrastructure for a strategic customer. While definitive documentation for the DDTL 3.0 is not yet in place, and its completion is subject to various uncertainties, it highlights the company's significant capital expenditure plans, particularly in supporting key client relationships and expanding its service capabilities.

Key Highlights

  • 1CoreWeave plans to raise $1.5 billion through a senior unsecured notes offering due 2030.
  • 2The notes will be offered to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
  • 3Proceeds from the notes offering will be used for general corporate purposes, including debt repayment.
  • 4The company is pursuing a new delayed draw term loan facility (DDTL 3.0) with a potential aggregate principal amount of up to $2.6 billion.
  • 5The DDTL 3.0 is intended to finance equipment and infrastructure for a strategic customer.
  • 6Definitive documentation for the DDTL 3.0 facility has not yet been finalized and its completion is subject to uncertainties.
  • 7Supplemental information for potential investors in connection with the notes offering is being provided.

Frequently Asked Questions

The primary purpose of the $1.5 billion senior notes offering is for general corporate purposes, which includes repaying outstanding indebtedness and covering fees, costs, and expenses associated with the offering itself.

The DDTL 3.0 Facility, potentially up to $2.6 billion, is significant as it indicates CoreWeave's intention to make substantial investments in equipment, hardware, and infrastructure. This is specifically to support services ordered by a strategic customer, highlighting the company's focus on fulfilling large-scale client demands and its operational expansion.

The senior notes will be guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC, a wholly-owned subsidiary. Information regarding guarantees for the DDTL 3.0 Facility is not detailed in this filing, but it is anticipated to involve CoreWeave's wholly-owned subsidiaries.

The company explicitly states that both the notes offering and the DDTL 3.0 Facility are subject to market conditions and the successful negotiation of definitive documentation. There is no assurance that either transaction will be completed on the terms indicated or at all. Investors should refer to the 'Risk Factors' and 'Special Note Regarding Forward-Looking Statements' sections in the company's SEC filings for a comprehensive understanding of potential risks.