CoreWeave Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
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Computer Software: Prepackaged Software
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 8, 2025
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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 circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on March 31, 2026 (and only during such fiscal quarter), if the closing price of CoreWeave’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the closing price of CoreWeave’s Class A common stock and the conversion rate on each such trading day; (3) if CoreWeave calls such Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after September 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, regardless of the foregoing conditions. Upon conversion, CoreWeave will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at CoreWeave’s election.
The conversion rate will initially be 9.2764 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $107.80 per share of CoreWeave’s Class A common stock). The initial conversion price of the Notes represents a premium of approximately 25% over the last reported sale price of CoreWeave’s Class A common stock on December 8, 2025. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date, or if CoreWeave delivers a notice of redemption, CoreWeave will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called as provided in the Indenture) for redemption, as the case may be, subject to a maximum conversion rate of 11.5955 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes. A maximum of 30,003,356 shares of CoreWeave’s Class A common stock may be issued upon conversion of the Notes in full, based on this maximum conversion rate, which is subject to customary adjustments set forth in the Indenture.
CoreWeave may not redeem the Notes prior to December 5, 2028. CoreWeave may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, on a redemption date occurring on or after December 5, 2028 and before the 26th scheduled trading day before the maturity date, but only if (i) the Notes are “freely tradable” (as defined in the Indenture) as of the date CoreWeave sends the related notice of redemption, unless a “redemption cash settlement election” (as defined in the Indenture) applies, and all accrued and unpaid additional interest, if any, has been paid in full as of the most recent interest payment date occurring on or before the date CoreWeave sends such notice of redemption; and (ii) the last reported sale price of CoreWeave’s Class A common stock has been at least 130% of the conversion price then in effect for each of at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which CoreWeave provides notice of such redemption, during the 30 consecutive trading
days ending on, and including, the trading day immediately preceding the date on which CoreWeave provides notice of such redemption. The redemption price will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
If CoreWeave undergoes a “fundamental change” (as defined in the Indenture), subject to a limited exception set forth in the Indenture, holders may require CoreWeave to repurchase for cash all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The Notes will have customary provisions relating to the occurrence of “events of default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest that has accrued on the Notes, will be subject to a 30-day cure period); (ii) CoreWeave’s failure to send certain notices under the Indenture within specified periods of time; (iii) CoreWeave’s or a Guarantor’s failure to comply with certain covenants in the Indenture relating to CoreWeave’s or such Guarantor’s ability to consolidate with or merge with or into any other person, or convey, transfer, sell, lease or otherwise dispose of all or substantially all of the assets of CoreWeave’s or such Guarantor, as the case may be, to another person; (iv) a default in CoreWeave’s obligation to repurchase the Notes at the option of a holder upon a fundamental change; (v) a default by CoreWeave or any Guarantor in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by CoreWeave or any of its “significant subsidiaries” (as defined in the Indenture) (or any group of significant subsidiaries that, taken together, would constitute a significant subsidiary of CoreWeave) with respect to indebtedness for borrowed money of the greater of $200 million or 5% of “LTM EBITDA” (as defined in the Indenture) (subject to a 30-day cure period after notice is given in accordance with the Indenture); and (vi) certain events of bankruptcy, insolvency and reorganization involving CoreWeave, any Guarantor that is a significant subsidiary or any group of Guarantors that, taken together, would constitute a significant subsidiary of CoreWeave.
If an event of default (other than an event of default relating to specified events of bankruptcy, insolvency or reorganization of CoreWeave and not, for the avoidance of doubt, solely any subsidiary of CoreWeave) occurs and continues, the Trustee by notice to CoreWeave, or the holders of at least 30% in principal amount of the outstanding Notes by notice to CoreWeave and the Trustee, may declare the principal and accrued and unpaid interest on the outstanding Notes to be immediately due and payable. In case of specified events of bankruptcy, insolvency or reorganization involving CoreWeave, the principal and accrued and unpaid interest on the Notes will automatically become immediately due and payable. Notwithstanding the foregoing, the Indenture provides that, at CoreWeave’s option (exercised by notice to the holders prior to the occurrence of applicable event of default), the sole remedy for an event of default relating to the failure by CoreWeave to comply with certain reporting covenants in the Indenture will, for the 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes at an annual rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day that such event of default is continuing during the first 180 days after the occurrence of such an event of default and 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such event of default.
The Indenture provides that CoreWeave may not consolidate with or merge with or into any other person or convey, transfer, sell, lease or otherwise dispose of all or substantially all of CoreWeave’s assets to another person, unless: (i) the resulting, surviving or transferee person is CoreWeave or, if not CoreWeave, is a “qualified successor entity” (as defined in the Indenture) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the successor entity (if not CoreWeave) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of CoreWeave’s obligations under the Notes and the Indenture; (ii) immediately after giving effect to such transaction, no default under the Indenture shall have occurred and be continuing; and (iii) CoreWeave shall have delivered to the Trustee an officer’s certificate and an opinion of counsel, each stating that such transaction and such supplemental indenture (if any) comply with the Indenture.
The net proceeds from the offering were approximately $2,542.2 million, after deducting the initial purchasers’ discounts but before deducting estimated offering expenses payable by CoreWeave. CoreWeave used a portion of the net proceeds from the offering to fund the cost of entering into the Capped Call Transactions (as defined below). CoreWeave intends to use the remainder of the net proceeds from the offering for general corporate purposes.
A copy of the Indenture and form of Note are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Capped Call Transactions
On December 8, 2025, in connection with the pricing of the offering of the Notes, CoreWeave entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with Wells Fargo Bank, National Association, Citibank, N.A., Barclays Bank PLC (with Barclays Capital Inc. acting as agent), Morgan Stanley & Co. LLC, Société Générale, through its agent SG Americas Securities, LLC, The Toronto-Dominion Bank, represented by TD Securities (USA) LLC as its agent and Goldman Sachs & Co. LLC (the “Option Counterparties”). In addition, on December 9, 2025, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, CoreWeave entered into additional capped call transactions (the “Additional Capped Call Transactions” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to anti-dilution adjustments, the number of shares of CoreWeave’s Class A common stock that initially underlie the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to CoreWeave’s Class A common stock upon any conversion of the Notes and/or offset any potential cash payments CoreWeave is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $215.60 per share, which represents a premium of 150% over the last reported sale price of the CoreWeave’s Class A common stock of $86.24 per share on December 8, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $340.0 million.
The Capped Call Transactions are separate transactions, each between CoreWeave and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The above description of the Capped Call Transactions is a summary and is not complete. A copy of the Form of Capped Call Confirmation is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the terms of the Form of Capped Call Confirmation set forth in such exhibit.
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.
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
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
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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 | ||||