8-KMaterial AgreementsSecurities & ListingOther Events+1

CoreWeave, Inc. 8-K Report, Material Agreement (Dec 11, 2025)

Filed December 11, 2025For Securities:CRWV

Summary

CoreWeave, Inc. has announced the successful completion of a private offering of $2.5875 billion in aggregate principal amount of 1.75% Convertible Senior Notes due 2031. This offering, which included the full exercise of the initial purchasers' option to buy additional notes, was conducted through a private placement to qualified institutional buyers. The notes are general senior, unsecured obligations of CoreWeave and are jointly and severally guaranteed by certain of its wholly owned subsidiaries. The company has also entered into Capped Call Transactions designed to mitigate potential dilution and offset cash outflows associated with the conversion of these notes. These transactions are separate from the notes themselves and do not affect noteholders' rights. The net proceeds from the note offering, after accounting for discounts and estimated expenses, are intended for general corporate purposes, with a portion allocated to funding the Capped Call Transactions. This move signifies a significant capital raise for CoreWeave, likely to support its ongoing operations and growth initiatives in the technology infrastructure sector.

Key Highlights

  • 1CoreWeave completed a private offering of $2.5875 billion in 1.75% Convertible Senior Notes due 2031.
  • 2The offering was made to qualified institutional buyers under Rule 144A and included the exercise of an additional purchase option by initial purchasers.
  • 3The Notes are senior, unsecured obligations guaranteed by CoreWeave's wholly owned subsidiaries.
  • 4Interest on the Notes is 1.75% per year, payable semiannually, with a maturity date of December 1, 2031.
  • 5Notes are convertible into cash, Class A common stock, or a combination thereof, at CoreWeave's election, under specific conditions or after September 1, 2031.
  • 6CoreWeave entered into Capped Call Transactions to reduce potential dilution and offset cash payments upon conversion, with a cap price of $215.60 per share.
  • 7Net proceeds are designated for general corporate purposes, with a portion used to fund the Capped Call Transactions.

Frequently Asked Questions

CoreWeave completed an offering of $2,587,500,000 in aggregate principal amount of its 1.75% Convertible Senior Notes due 2031.

Capped Call Transactions are derivative contracts entered into by CoreWeave with option counterparties. They are designed to reduce the potential dilution to CoreWeave's Class A common stock upon conversion of the notes and/or to offset any potential cash payments CoreWeave may need to make in excess of the principal amount of converted notes. This is achieved up to a specified cap price.

Holders can convert their notes under specific conditions related to the stock price or trading price of the notes, or during specified periods leading up to maturity. The initial conversion rate is 9.2764 shares of Class A common stock per $1,000 principal amount of notes, which translates to an initial conversion price of approximately $107.80 per share. This represents a premium of about 25% over the last reported sale price of CoreWeave's Class A common stock on December 8, 2025.

The net proceeds from the offering will be used for general corporate purposes. A portion of these proceeds was used to fund the cost of entering into the Capped Call Transactions.