8-KMaterial AgreementsFinancial EventsOther Events+1

CoreWeave, Inc. 8-K Report, Material Agreement (Apr 21, 2026)

Filed April 21, 2026For Securities:CRWV

Summary

CoreWeave, Inc. (CRWV) has completed a private offering of $1,000,000,000 in aggregate principal amount of 9.750% Senior Notes due 2031. These Additional Notes were issued under the same indenture as a prior $1,750,000,000 issuance, bringing the total outstanding Senior Notes to $2,750,000,000. The proceeds are intended for general corporate purposes, including the repayment of outstanding indebtedness and offering-related expenses. The Notes mature on October 1, 2031, with interest paid semi-annually. They are senior unsecured obligations guaranteed by certain wholly-owned subsidiaries. The issuance represents a significant increase in CoreWeave's debt financing, providing capital for its operations and debt management. Investors should note the fixed 9.750% interest rate, the maturity date, and the covenants that restrict certain corporate actions, such as incurring additional debt, paying dividends, or making restricted payments. The company also has provisions for early redemption and repurchase rights for noteholders in the event of a change of control.

Key Highlights

  • 1Completion of a $1 billion private offering of 9.750% Senior Notes due 2031 (Additional Notes).
  • 2Total outstanding Senior Notes now stand at $2.75 billion ($1.75 billion issued April 14, 2026, plus $1 billion issued April 21, 2026).
  • 3Proceeds to be used for general corporate purposes, including repayment of existing debt and offering expenses.
  • 4Notes mature on October 1, 2031, with a 9.750% annual interest rate, paid semi-annually.
  • 5The Notes are senior unsecured obligations, guaranteed by certain wholly-owned subsidiaries.
  • 6The Indenture includes covenants limiting additional indebtedness, restricted payments, liens, and asset sales, among others.
  • 7Provisions for early redemption by CoreWeave and mandatory repurchase by CoreWeave upon a change of control event are in place.

Frequently Asked Questions

Following the issuance of the Additional Notes on April 21, 2026, the total aggregate principal amount of Senior Notes outstanding under the Indenture is $2,750,000,000.

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

The Senior Notes mature on October 1, 2031, and bear interest at a rate of 9.750% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2026. Interest accrues from April 14, 2026.

Yes, the Indenture includes covenants that limit CoreWeave and its restricted subsidiaries from incurring additional indebtedness, paying dividends or making restricted payments, creating liens, making certain investments, selling assets, engaging in affiliate transactions, merging or consolidating, and designating subsidiaries as unrestricted. The notes are also guaranteed by certain subsidiaries and have provisions for repurchase upon a change of control.