8-KMaterial AgreementsFinancial EventsRegulation FD+1

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

Filed July 28, 2025For Securities:CRWV

Summary

CoreWeave, Inc. (CRWV) announced on July 28, 2025, the successful closing of a $1,750 million senior notes offering due 2031. These notes carry a 9.000% annual interest rate, payable semi-annually. The company intends to use the net proceeds for general corporate purposes, including the repayment of existing indebtedness and to cover offering-related expenses. This significant debt financing provides CoreWeave with substantial capital, potentially for expansion, operational needs, or deleveraging. The notes are senior unsecured obligations, guaranteed by certain wholly-owned subsidiaries, and are subject to covenants that restrict the company's ability to incur additional debt, make restricted payments, create liens, and engage in certain other corporate actions. Investors should note the provisions for early redemption at the company's option, with make-whole premiums applicable before February 1, 2028, and standard redemption prices thereafter. Additionally, a change of control provision allows noteholders to demand repurchase of the notes under specific triggering events.

Key Highlights

  • 1CoreWeave closed a $1.75 billion offering of 9.000% Senior Notes due 2031.
  • 2Proceeds are earmarked for general corporate purposes, including debt repayment and offering expenses.
  • 3The notes mature on February 1, 2031, with semi-annual interest payments starting February 1, 2026.
  • 4Certain wholly-owned subsidiaries provide senior unsecured guarantees for the notes.
  • 5The company has options for early redemption, including with make-whole premiums prior to February 1, 2028.
  • 6A change of control clause allows noteholders to require repurchase under specific events.
  • 7The indenture imposes covenants restricting additional indebtedness, restricted payments, and other corporate actions.

Frequently Asked Questions

CoreWeave intends to use the proceeds from this offering for general corporate purposes, which include the repayment of outstanding indebtedness and the payment of fees, costs, and expenses associated with the offering itself.

The notes have an aggregate principal amount of $1,750 million, bear an annual interest rate of 9.000%, and mature on February 1, 2031. Interest is payable semi-annually in arrears on February 1 and August 1 each year, with the first payment due on February 1, 2026. The notes are guaranteed on a senior unsecured basis by certain subsidiaries.

Noteholders benefit from provisions allowing CoreWeave to redeem the notes, with specific redemption prices and potential make-whole premiums. Crucially, if a change of control triggering event occurs, noteholders have the right to require the company to repurchase the notes at 101% of the principal amount plus accrued interest.

The indenture imposes several restrictions, including limitations on the company's ability to incur additional debt, pay dividends or make other restricted payments, create liens, sell assets, enter into affiliate transactions, and merge or consolidate without meeting specific conditions. These covenants are designed to protect the interests of the noteholders.