CoreWeave, Inc. 8-K

Summary

Debt and convertible-note financing completed on 4/14/2026. CoreWeave issued $1.75B of 9.750% senior notes due 2031 and $4.0B of 1.75% convertible senior notes due 2032. It intends to use the proceeds for general corporate purposes, including repaying outstanding debt; it also spent $492M on capped calls intended to reduce potential dilution from conversion or offset certain cash payments, subject to a cap.

Key Figures

• Senior notes: $1.75B principal, senior unsecured, due 10/1/2031, with interest paid semiannually in cash. Proceeds are intended for general corporate purposes, including debt repayment and offering costs. Holders may require repurchase at 101% of principal following specified change-of-control events.
• Convertible notes: $4.0B principal, senior unsecured, due 10/1/2032, with interest paid semiannually. Net proceeds were $3.94B after initial purchasers’ discounts and before estimated offering expenses; a portion funded the capped calls, and the remainder is intended for general corporate purposes.
• Initial conversion rate is 8.36 shares per $1,000 principal, equivalent to an approximately $119.60 conversion price, a 30.0% premium to the 4/9/2026 closing share price. Up to 43.5M Class A shares may be issued at the maximum conversion rate. Holders may require repurchase at 100% of principal following a qualifying fundamental change.
• CoreWeave paid $492M for capped calls covering the shares initially underlying the convertible notes. The initial $230.00-per-share cap was 150.0% above the 4/9/2026 closing price of $92.00; the calls’ dilution reduction and cash-payment offset are subject to that cap.
• CoreWeave may not redeem the convertible notes before 10/8/2029. After that date, redemption is permitted only if the share-price condition is met: the closing price is at least 130% of the then-current conversion price on 20 of 30 consecutive trading days.

Investor Takeaways

• Class A share performance against the conversion and capped-call thresholds will determine whether conversion becomes relevant and how much dilution or cash-payment offset the capped calls provide.