01—Abstract
Summary
Summary of the 8-K filed June 11, 2026. Cited figures are marked; the original filing is the authoritative source.
CoreWeave (Nasdaq: CRWV) announced on June 11, 2026 its intention to offer approximately $3.5 billiona (or euro equivalents) of dollar- and euro-denominated senior unsecured notes due 2032 in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
The notes will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries. The company says proceeds will go to general corporate purposes, including repaying outstanding indebtedness and paying offering fees and expenses. The offering is subject to market conditions, and the coupon, final size, and currency split were not disclosed.
The final USD/EUR split may cause the aggregate amount to differ from $3.5 billionb because of currency conversion. The supplemental presentation (Exhibit 99.2) is the more informative part for investors. It shows total debt of $25.1 billion at March 31, 2026, rising to about $38.5 billion on an as-adjusted basis for this offering.
The presentation also projects total debt of about $68.5 billionc once contracted financings (including DDTL facilities and OEM/software financing arrangements) are included. LTM Adjusted EBITDA was $3.6 billion through Q1 2026, while LTM Run-Rate Adjusted EBITDA, which adds $15.1 billion of projected pre-tax run-rate profits from new contracts, is $18.8 billion. The company also reports remaining performance obligations of $98.8 billion as of March 31, 2026.
Investors should weigh this backlog against a leverage profile that depends heavily on forward-looking run-rate projections, which are not GAAP measures and are not audited. The company reports a GAAP net loss of $1.6 billiond on an LTM basis through Q1 2026, and the presentation shows a net debt-heavy capital structure that is expanding to fund capital expenditures.
Its market capitalization was about $88.2 billion as of June 9, 2026, cited in the presentation as the basis for the enterprise value calculation. This filing is an announcement of a proposed offering, not a completed financing, and the notes have not been registered under the Securities Act.
02—Key points
Key Highlights
- Proposed $3.5 billion (or euro equivalent) offering of senior unsecured notes due 2032, split between USD and EUR tranches, in a Rule 144A / Regulation S private placement.
- Notes to be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries; proceeds for general corporate purposes, including debt repayment and offering costs.
- Pro forma total debt rises from $25.1 billion (March 31, 2026) to about $38.5 billion as adjusted, and about $68.5 billion on a projected basis that includes contracted financings.
- LTM Adjusted EBITDA of $3.6 billion vs. LTM Run-Rate Adjusted EBITDA of $18.8 billion; the $15.1 billion run-rate uplift depends on forward-looking projections of new contract profits.
- Remaining performance obligations (revenue backlog) of $98.8 billion as of March 31, 2026, per the presentation.
- LTM GAAP net loss of $1.6 billion through Q1 2026, with D&A of $3.2 billion and net interest expense of $1.5 billion, highlighting the capital intensity of the business.
- Pricing, coupon, final size, and currency split were not disclosed; the offering is subject to market conditions and may not be completed on favorable terms, if at all.
03—Questions
Frequently Asked Questions
How much is CoreWeave trying to raise, and what kind of debt is it?
CoreWeave intends to offer about $3.5 billion (or euro equivalents) of senior unsecured notes due 2032, in both U.S. dollars and euros. The notes are offered in a private placement to qualified institutional buyers and non-U.S. persons, and they will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries. The coupon was not disclosed in the filing.
What will the proceeds be used for?
The company says the proceeds will fund general corporate purposes, including repaying outstanding indebtedness and paying fees and expenses related to the offering. The supplemental presentation's sources and uses table shows the full $3.5 billion going to general corporate purposes, which it describes as including funding capital expenditures.
How much debt will CoreWeave carry after this offering?
According to Exhibit 99.2, total debt was $25.1 billion as of March 31, 2026, and would be about $38.5 billion on an as-adjusted basis, reflecting this offering. The presentation also shows a projected total debt of about $68.5 billion once additional contracted financings are included, and about $30.8 billion of projected secured debt to service new contracts. These projections are forward-looking and not guaranteed.
Is CoreWeave profitable, and how should investors read its EBITDA figures?
The filing shows an LTM GAAP net loss of $1.6 billion through Q1 2026. Adjusted EBITDA was $3.6 billion on an LTM basis, but LTM Run-Rate Adjusted EBITDA is $18.8 billion because it adds $15.1 billion of projected pre-tax profits from new contracts over the next 24 months. Investors should treat the run-rate figure as a non-GAAP, forward-looking estimate rather than reported earnings, and should consider the gap between Adjusted EBITDA and GAAP net loss.
Are these notes registered, and is the offering certain to close?
No. The notes and guarantees have not been and will not be registered under the Securities Act or any state securities laws, and they may only be resold under an exemption from registration. The company stated that completion of the offering depends on market and other customary conditions and on its ability to complete it on favorable terms, if at all. The press release is for informational purposes only and is not an offer to sell securities.
04—Continue