CoreWeave, Inc. 8-K
Debt financing
Proposed $3.5B dollar/euro senior unsecured notes due 2032 would fund AI cloud expansion and repay debt.
Filed 2026-06-11 06:03 ET
- 7.01 Regulation FD Disclosure
Summary
CoreWeave announced a proposed $3.5B offering of dollar- and euro-denominated senior unsecured notes due 2032, guaranteed by certain wholly owned subsidiaries. Proceeds are intended for general corporate purposes, including capital expenditures, repayment of outstanding debt, and offering expenses. The accompanying investor presentation emphasizes financing the expansion of its purpose-built AI cloud platform, serving AI labs, hyperscalers and AI enterprises.
Key Figures
- The proposed notes are private-placement securities; their currency mix may cause the final U.S.-dollar equivalent to differ from $3.5B. The presentation lists a six-year term and pricing as TBD.
- Revenue Backlog was $98.8B as of 3/31/2026, comprising $98.8B of remaining performance obligations plus other estimated future revenue under committed contracts, conditional on delivery and service availability.
- As of 3/31/2026, total debt was $25.1B and total net debt was $22.9B; reported cash and cash equivalents were $2.24B. The presentation’s pro forma “as adjusted” figures were $38.5B total debt and $25.7B total net debt.
- CoreWeave describes its platform as spanning AI model and agent development, runtime acceleration, infrastructure orchestration, storage and data centers. It cited top-ranked Platinum status in each of SemiAnalysis’ GPU Cloud ClusterMAX ratings in March and November 2025.
Guidance
| Metric | Period | Guidance | Prior | Direction |
|---|---|---|---|---|
| Run-Rate Adjusted EBITDA (non-GAAP) | LTM run-rate; new contracts within 24 months | $18.758B | — | — |
| Run-rate profits from new contracts (pre-tax) | LTM run-rate; new contracts within 24 months | $15.114B | — | — |
| Total secured debt | Projected capitalization | $51.868B | — | — |
| Total net secured debt | Projected capitalization | $41.707B | — | — |
| Total debt | Projected capitalization | $68.456B | — | — |
| Total net debt | Projected capitalization | $58.294B | — | — |
The presentation labels these figures projections subject to risks and uncertainties, not predictions of future results. Its run-rate EBITDA calculation includes estimated profits from new contracts; it also projects $30.767B of secured debt to service contracts included in that calculation.
Investor Takeaways
- Watch for completion of the notes offering and the final currency split and pricing; the announced proceeds are intended in part to fund capital expenditures and repay debt.
- Whether contracted demand converts into recognized revenue will test the presentation’s backlog and run-rate case, including the $98.8B Revenue Backlog and projected $18.758B Run-Rate Adjusted EBITDA.
The summary is written by an AI model reading the filing.
Model 005 · prompt v111 · 2026-10-26 11:33:39Z