CoreWeave, Inc. 8-K

Summary

CoreWeave completed an upsized $4.2B private offering of 2.875% convertible senior notes due 2033, including the full $500M option for additional notes. The offering was increased from the initially announced $3.0B; the notes are senior unsecured obligations guaranteed by certain wholly owned subsidiaries.

Key Figures

• Notes: $4.2B aggregate principal amount; 2.875% annual cash interest, payable semiannually beginning 4/1/2027; maturity 4/1/2033. CoreWeave may settle conversions in cash, Class A shares or a combination.
• Conversion: initial rate of 10.2194 shares per $1,000 principal amount, equivalent to an approximately $97.85 conversion price—a 22.50% premium to the $79.88 share price on 9/17/2026. Up to 52,578,540 shares could be issued at the maximum adjusted conversion rate.
• Proceeds: $4.137B net of initial purchasers’ discounts and before estimated offering expenses. CoreWeave used a portion to fund capped calls costing approximately $566.2M and intends to use the remainder for general corporate purposes.
• Capped calls cover the shares initially underlying the notes and are expected to reduce potential dilution or offset cash payments above principal upon conversion, subject to an initial $199.70-per-share cap. The cap was 150% above the $79.88 share price on 9/17/2026; dilution or unoffset cash payments may remain above the cap.
• Before 1/3/2033, holders may convert only under specified conditions; thereafter, they may convert until shortly before maturity. CoreWeave may redeem notes for cash beginning 4/5/2030 if specified stock-price conditions are met, and holders may require repurchase at par plus accrued interest after a qualifying fundamental change.