8-KRegulation FDOther EventsExhibits & Filings

CoreWeave, Inc. 8-K Report, Regulation FD Disclosure (Sep 17, 2026)

Filed September 17, 2026For Securities:CRWV

Summary

CoreWeave, Inc. (CRWV) has announced significant financing activities through a Current Report on Form 8-K filed on September 17, 2026. The company intends to raise $3.0 billion in aggregate principal amount of convertible senior notes due 2033 through a private offering to qualified institutional buyers, with an option to purchase an additional $500 million. These notes will be general senior unsecured obligations, guaranteed by certain subsidiaries. To manage the dilution from potential conversion of these notes, CoreWeave plans to enter into privately negotiated capped call transactions. The net proceeds are earmarked for funding these capped call transactions and general corporate purposes. This move signals a substantial capital infusion to support the company's growth and operational needs. In parallel, CoreWeave has also entered into an Equity Distribution Agreement with a syndicate of Sales Agents, allowing for the offering and sale of up to 35 million shares of its common stock over time. This "at-the-market" (ATM) offering, or similar methods including forward sale agreements, provides flexibility to raise capital as needed, subject to market conditions. Sales under this agreement are expected to commence at least 30 days after the purchase agreement for the convertible notes offering. The company intends to use net proceeds from these equity sales for general corporate purposes, which may include debt repayment, operating expenses, capital expenditures, investments, acquisitions, and advancing its objective of migrating its credit profile towards investment grade. Both financing strategies indicate CoreWeave's proactive approach to securing capital for future expansion and strategic initiatives.

Key Highlights

  • 1CoreWeave is seeking to raise $3.0 billion via convertible senior notes due 2033, with an option for an additional $500 million, targeting qualified institutional buyers.
  • 2The convertible notes will be general senior unsecured obligations, with guarantees from certain wholly-owned subsidiaries.
  • 3The company plans to enter into capped call transactions to mitigate potential dilution from the convertible notes.
  • 4Proceeds from the convertible note offering will fund capped call transactions and general corporate purposes.
  • 5CoreWeave has established an Equity Distribution Agreement to sell up to 35 million shares of common stock through various methods, including "at-the-market" offerings.
  • 6Sales under the equity distribution agreement are expected to commence at least 30 days after the convertible notes purchase agreement.
  • 7Net proceeds from equity sales are intended for general corporate purposes, including potential debt repayment, capital expenditures, and strategic investments.

Frequently Asked Questions

CoreWeave aims to raise up to $3.0 billion through its convertible senior notes offering, with an option for an additional $500 million. Additionally, they have the flexibility to sell up to 35 million shares of common stock under their Equity Distribution Agreement, with the actual proceeds depending on market conditions and sales volume.

The convertible notes are senior unsecured obligations. While they may eventually convert into common stock, diluting existing shareholders, CoreWeave has planned to enter into capped call transactions. These transactions are designed to hedge against potential dilution from the convertible notes, effectively capping the number of shares that would be issued upon conversion.

The capped call transactions are derivative agreements entered into with financial institutions. Their primary purpose is to offset the potential dilution to shareholders that could result from the conversion of the convertible senior notes. They help to limit the number of shares CoreWeave would have to issue if the notes are converted.

An 'at-the-market' (ATM) offering allows a company to sell shares of its stock gradually over time through a stock exchange at prevailing market prices. Forward sale agreements involve the company agreeing to sell shares at a future date, with the sale price often determined by a formula based on market prices during a valuation period, subject to a floor and a cap. Both mechanisms provide CoreWeave with flexibility to raise capital as needed.