CoreWeave files 8-K: entry into a material agreement, unregistered sale of equity, other material event

Item 1.01 Entry into a Material Definitive Agreement.

Indenture and Notes On September 22, 2026, CoreWeave, Inc. (“CoreWeave”) completed its previously announced upsized private offering of $4.2 billion aggregate principal amount of its 2.875% Convertible Senior Notes due 2033 (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 $500 million aggregate principal amount of Notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional Notes. The Notes were issued pursuant to an Indenture, dated September 22, 2026 (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, 9.000% senior notes due 2031, 9.750% senior notes due 2031, 9.625% senior notes due 2032, 8.500% senior notes due 2032, 1.75% convertible senior notes due 2031 and 1.75% convertible senior notes due 2032, 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 2.875% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1 ,2027. The Notes will mature on April 1, 2033 (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 January 3, 2033 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 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 January 3, 2033 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 10.2194 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $97.85 per share of CoreWeave’s Class A common stock). The initial conversion price of the Notes represents a premium of approximately 22.50% over the last reported sale price of CoreWeave’s Class A common stock on September 17, 2026. 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 12.5187 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes. A maximum of 52,578,540 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 redeem (a “provisional redemption”) 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 April 5, 2030 and before the 26th scheduled trading day before the maturity date, but only if (i) (x) 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 (y) 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 closing 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.

CoreWeave may also redeem (a “cleanup redemption”) for cash all, but not less than all, of the Notes, at its option, at any time, but only if (i) (x) the Notes are freely tradable as of the date CoreWeave sends the related notice of redemption, unless a redemption cash settlement election applies, and (y) 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 aggregate principal amount of the Notes outstanding at the time CoreWeave sends such notice of redemption is less than $100.0 million. The redemption price for a provisional redemption or a cleanup redemption 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) prior to the maturity date, 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.