8-KRegulation FDExhibits & Filings

CoreWeave, Inc. 8-K Report, Regulation FD Disclosure (Jul 21, 2025)

Filed July 21, 2025For Securities:CRWV

Summary

CoreWeave, Inc. has announced its intention to offer $1,500 million in aggregate principal amount of senior unsecured notes due 2031. This offering, intended for qualified institutional buyers and non-U.S. persons, is a significant move to raise capital. The company plans to use the proceeds for general corporate purposes, which may include repaying existing debt and covering offering-related expenses. This announcement is accompanied by a press release and supplemental investor information, indicating a proactive approach to capital raising. Investors should note that this offering is subject to customary market conditions. The company's forward-looking statements suggest optimism but also acknowledge the inherent risks and uncertainties associated with such offerings and general market conditions, as further detailed in their SEC filings.

Key Highlights

  • 1CoreWeave intends to raise $1,500 million through a senior notes offering due 2031.
  • 2The offering is being conducted as a private placement to qualified institutional buyers and non-U.S. persons.
  • 3Proceeds are earmarked for general corporate purposes, including potential debt repayment.
  • 4The notes will be general senior unsecured obligations of the Company, guaranteed by certain subsidiaries.
  • 5The announcement was made via a press release and accompanied by supplemental investor information.
  • 6The offering is contingent upon market and other customary conditions.
  • 7The company has included cautionary notes regarding forward-looking statements and associated risks.

Frequently Asked Questions

This 8-K filing is primarily to announce CoreWeave, Inc.'s intention to offer $1,500 million in senior notes due 2031, in accordance with Regulation FD disclosure rules.

The notes are being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons pursuant to Regulation S under the Securities Act.

CoreWeave intends to use the proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness and to cover fees, costs, and expenses related to the offering.

The notes will be general senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by certain of CoreWeave's wholly-owned subsidiaries.