CoreWeave Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits
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Computer Software: Prepackaged Software
Technology
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): April 15, 2026
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Item 3.02 Unregistered Sales of Equity Securities.
On April 15, 2026, CoreWeave, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Jane Street Global Trading, LLC (“Jane Street”). On April 15, 2026, the Company completed the issuance and sale of 9,174,311 shares of the Company’s Class A common stock, par value $0.000005 per share (the “Shares”), pursuant to the Purchase Agreement, at a price of $109.00 per share for an aggregate purchase price of approximately $1.0 billion in cash. The Shares were issued and sold to Jane Street in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering. The Company provided Jane Street with certain limited piggyback registration rights with respect to the Shares.
Item 7.01 Regulation FD Disclosure.
The press release issued by the Company, dated April 15, 2026, announcing, among other things, the private placement pursuant to the Purchase Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | ||||||||
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: April 15, 2026
COREWEAVE, INC. | |||||
By: | /s/ Michael Intrator | ||||
Name: | Michael Intrator | ||||
Title: | Chief Executive Officer | ||||