8-KRegulation FDOther EventsExhibits & Filings

CoreWeave, Inc. 8-K Report, Regulation FD Disclosure (Apr 9, 2026)

Filed April 9, 2026For Securities:CRWV

Summary

CoreWeave, Inc. (CRWV) has announced two significant debt offerings via an 8-K filing on April 9, 2026. The company intends to raise a total of $4.25 billion through the issuance of senior notes and convertible senior notes. Specifically, CoreWeave plans to offer $1.25 billion in senior notes due 2031 and $3 billion in convertible senior notes due 2032, with an option to purchase an additional $450 million of the convertible notes. These offerings are being conducted as private placements to qualified institutional buyers and non-U.S. persons. The proceeds from these offerings are primarily earmarked for general corporate purposes, including the repayment of outstanding indebtedness and funding fees associated with the offerings. A portion of the proceeds from the convertible notes offering will also be used to enter into capped call transactions designed to hedge the conversion price. Investors should note that these offerings are subject to market and other customary conditions, and the information provided is based on forward-looking statements that carry inherent risks and uncertainties.

Key Highlights

  • 1CoreWeave Inc. is launching two debt offerings: $1.25 billion in Senior Notes due 2031 and $3 billion in Convertible Senior Notes due 2032.
  • 2The total potential capital raise across both offerings, including the potential exercise of the over-allotment option for convertible notes, could reach $4.7 billion ($1.25B Senior Notes + $3.45B Convertible Notes).
  • 3Proceeds from the Senior Notes offering are intended for general corporate purposes, including debt repayment and offering expenses.
  • 4Proceeds from the Convertible Notes offering will be used for general corporate purposes and to fund capped call transactions, which may impact the effective cost of debt and equity dilution.
  • 5Both offerings are structured as private placements to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
  • 6The notes will be senior unsecured obligations of the Company, guaranteed by certain wholly-owned subsidiaries.
  • 7The filing includes supplemental information for potential investors in Exhibit 99.3.

Frequently Asked Questions

CoreWeave intends to raise $1.25 billion from the senior notes offering and $3 billion from the convertible senior notes offering. There is also an option for initial purchasers to buy an additional $450 million of convertible senior notes, bringing the potential total to $4.7 billion.

Proceeds from the senior notes offering are designated for general corporate purposes, including repayment of existing debt and offering-related costs. For the convertible notes, a portion of the proceeds will fund capped call transactions, with the remainder for general corporate purposes. Any additional proceeds from the over-allotment option will also be used for capped call transactions and general corporate purposes.

No, these offerings are private placements. They are being made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons pursuant to Regulation S under the Securities Act. This means they are not available to the general public.

The offerings are subject to market and other customary conditions, meaning they may not be completed or may be completed on different terms. The filing contains forward-looking statements that involve risks and uncertainties which could cause actual results to differ materially from expectations. Specific risks related to the company's business and its ability to manage debt are detailed in its other SEC filings.