8-KMaterial AgreementsFinancial EventsRegulation FD+1

CoreWeave, Inc. 8-K Report, Material Agreement (May 28, 2025)

Filed May 28, 2025For Securities:CRWV

Summary

CoreWeave, Inc. (CRWV) has announced the successful closing of a $2,000 million senior notes offering due in 2030, carrying a 9.250% annual interest rate. The proceeds from this offering are earmarked for general corporate purposes, which notably include the repayment of outstanding indebtedness and associated offering expenses. This significant capital infusion is a key development for investors, indicating the company's strategy to manage its debt structure and potentially fund growth initiatives. The notes are guaranteed by a subsidiary and future wholly-owned domestic restricted subsidiaries, providing an additional layer of security for bondholders. The terms of the offering include provisions for early redemption under specific conditions, including a make-whole premium before June 2027 and standard redemption thereafter. Furthermore, noteholders have a put option in the event of a change of control. The associated indenture imposes certain covenants on CoreWeave, restricting its ability to incur additional debt, pay dividends, create liens, and engage in certain other corporate actions, which are standard for this type of financing and are crucial for investors to understand the company's financial flexibility.

Key Highlights

  • 1CoreWeave closed a $2,000 million senior notes offering with a 9.250% interest rate, maturing in 2030.
  • 2Proceeds will be used for general corporate purposes, including debt repayment and offering costs.
  • 3The notes are guaranteed by a subsidiary and future restricted subsidiaries.
  • 4Early redemption options are available, with specific terms for make-whole premiums and standard redemption dates.
  • 5Noteholders have a repurchase right in the event of a change of control.
  • 6The indenture includes covenants that limit the company's ability to incur additional debt, pay dividends, and make restricted payments.
  • 7The offering was announced via a press release filed on May 28, 2025.

Frequently Asked Questions

The primary purpose of the offering is to raise $2,000 million for general corporate purposes, which include the repayment of existing indebtedness and covering fees and expenses related to the offering itself. This suggests a focus on optimizing the company's capital structure.

The senior notes carry an annual interest rate of 9.250% and are due on June 1, 2030. Interest is payable semi-annually on June 1 and December 1, with the first payment due on December 1, 2025.

The notes are senior unsecured notes. They are guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC, a wholly-owned subsidiary, and by certain future direct and indirect wholly owned domestic restricted subsidiaries that already guarantee the company's existing revolving credit facility.

The indenture includes several restrictive covenants that limit CoreWeave's ability to incur additional debt or issue preferred stock, pay dividends or make other restricted payments, create liens on assets, make certain investments or asset sales, enter into affiliate transactions, and undergo mergers or consolidations without meeting specific conditions. These covenants are designed to protect the interests of noteholders.