Coreweave, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.000005 — hich registered Class A Common Stock, $0.000005 par value per share CRWV The Nasdaq Sto
• $2,587,500,000 — reviously announced private offering of $2,587,500,000 aggregate principal amount of its 1.75%
• $337,500,000 — option to purchase up to an additional $337,500,000 aggregate principal amount of the Notes
• $1,000 — rice" (as defined in the Indenture) per $1,000 principal amount of Notes for each trad
• $107.80 — itial conversion price of approximately $107.80 per share of CoreWeave's Class A common
• $200 million — ss for borrowed money of the greater of $200 million or 5% of "LTM EBITDA" (as defined in th
• $2,542.2 m — ds from the offering were approximately $2,542.2 million, after deducting the initial purc
• $215.60 — e Capped Call Transactions is initially $215.60 per share, which represents a premium o
• $86.24 — the CoreWeave's Class A common stock of $86.24 per share on December 8, 2025, and is s
• $340.0 million — ped Call Transactions was approximately $340.0 million. The Capped Call Transactions are sep

Filing Documents

• crwv-20251208.htm (8-K) — 53KB
• exhibit41-indenture.htm (EX-4.1) — 1004KB
• exhibit101projecttransform.htm (EX-10.1) — 254KB
• exhibit102projecttransform.htm (EX-10.2) — 255KB
• exhibit991pressrelease.htm (EX-99.1) — 13KB
• exhibit992pressrelease.htm (EX-99.2) — 18KB
• image_0.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 1KB
• image_3.jpg (GRAPHIC) — 1KB
• image_4.jpg (GRAPHIC) — 1KB
• image_5.jpg (GRAPHIC) — 2KB
• 0001769628-25-000105.txt ( ) — 1986KB
• crwv-20251208.xsd (EX-101.SCH) — 2KB
• crwv-20251208_lab.xml (EX-101.LAB) — 22KB
• crwv-20251208_pre.xml (EX-101.PRE) — 13KB
• crwv-20251208_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On December 11, 2025, CoreWeave, Inc. ("CoreWeave") completed its previously announced private offering of $2,587,500,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2031 (the "Notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") including the exercise in full of the initial purchasers' option to purchase up to an additional $337,500,000 aggregate principal amount of the Notes. The Notes were issued pursuant to an Indenture, dated December 11, 2025 (the "Indenture"), among CoreWeave, the Guarantors (as defined below) party thereto and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes are general senior, unsecured obligations of CoreWeave. The Notes will be jointly and severally, fully and unconditionally guaranteed, on a senior, unsecured basis, by CoreWeave's wholly owned subsidiaries that currently or in the future guarantee CoreWeave's existing 9.250% Senior Notes due 2030 and 9.000% Senior Notes due 2031, as the same may be amended, extended, renewed, restated, supplemented or otherwise modified from time to time or refinanced in the form of new capital markets indebtedness (the "Guarantors"). The Notes bear interest at a rate of 1.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Notes will mature on December 1, 2031 (the "maturity date"), unless earlier converted, redeemed or repurchased. The Notes are convertible into cash, shares of CoreWeave's Class A common stock or a combination of cash and shares of CoreWeave's Class A common stock, at CoreWeave's election. Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2031 only under the following circumsta

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. See Item 1.01 above, which is incorporated by reference herein. The Notes were offered and sold to the initial purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and the Notes were resold to qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act. The offer and sale of the Notes, the guarantees of the Notes and the shares of CoreWeave's Class A common stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

01 Other Events

Item 8.01 Other Events. On December 8, 2025, CoreWeave issued a press release announcing the launch of the offering of the Notes. On December 9, 2025, CoreWeave issued a press release announcing the pricing of the offering of the Notes. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements concerning the offering, the expected use of proceeds from the offering, the Capped Call Transactions and the potential impact of the foregoing or related transactions on dilution to holders of CoreWeave's Class A common stock or the market price of CoreWeave's Class A common stock or the Notes. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "could," "enables," "estimates," "expects," "intends," "may," "plans," "potential," "will," or similar expressions and derivative forms and/or the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that CoreWeave expects. These risks and uncertainties include market risks, trends and conditions. These risks and uncertainties are more fully described in CoreWeave's filings with the Securities and Exchange Commission, including in the section titled "Risk Factors" in CoreWeave's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and subsequent reports that CoreWeave files with the Securities and Exchange Commission. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent CoreWeave's beliefs and assumptions only as of the date of this Current Report on Form 8-K. CoreWeave disclaims any obligation to update forward-looking statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of December 11, 2025, by and among CoreWeave, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 1.75% Convertible Senior Note due 2031 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Base Capped Call Confirmation 10.2 Form of Additional Capped Call Confirmation 99.1 Press Release issued by CoreWeave, Inc. on December 8, 2025. 99.2 Press Release issued by CoreWeave, Inc. on December 9, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 11, 2025 COREWEAVE, INC. By: /s/ Michael Intrator Name: Michael Intrator Title: Chief Executive Officer

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