8-KRegulation FDExhibits & Filings

CoreWeave, Inc. 8-K Report, Regulation FD Disclosure (Jul 22, 2025)

Filed July 22, 2025For Securities:CRWV

Summary

CoreWeave, Inc. has announced the pricing of a private offering of $1,750 million aggregate principal amount of 9.000% senior notes due 2031. This represents a $250 million increase from the initially planned offering size, indicating strong investor demand or a strengthened need for capital. The offering is scheduled to close on July 25, 2025, with proceeds intended for general corporate purposes, including the repayment of outstanding debt and associated offering expenses. The notes are senior unsecured obligations, guaranteed by certain wholly-owned subsidiaries, and were offered only to qualified institutional buyers and non-U.S. persons. Investors should note the cautionary language regarding forward-looking statements, which highlights potential risks and uncertainties that could affect the company's ability to complete the offering and future performance.

Key Highlights

  • 1CoreWeave priced a $1,750 million private offering of 9.000% senior notes due 2031.
  • 2The offering size was increased by $250 million from previous indications.
  • 3The offering is expected to close on July 25, 2025, subject to customary conditions.
  • 4Proceeds will be used for general corporate purposes, including debt repayment and offering expenses.
  • 5The notes are senior unsecured obligations with guarantees from certain subsidiaries.
  • 6The offering was conducted privately to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
  • 7The filing includes a cautionary note about forward-looking statements and associated risks.

Frequently Asked Questions

CoreWeave priced a private offering of $1,750 million aggregate principal amount of 9.000% senior notes due 2031.

The filing does not explicitly state the reason for the $250 million increase in the offering size. However, an increase typically suggests strong investor interest or a greater capital requirement by the company.

CoreWeave intends to use the proceeds for general corporate purposes, which include repaying outstanding indebtedness and covering fees, costs, and expenses related to the notes offering.

The notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons pursuant to Regulation S. This indicates a private placement not available to the general public.