CoreWeave files 8-K: entry into a material agreement, creation of a material debt / off-balance-sheet obligation, unregistered sale of equity
Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes Indenture and Senior Notes
On April 14, 2026, CoreWeave, Inc. (“CoreWeave”) completed its previously announced private offering of $1,750,000 aggregate principal amount of its 9.750% Senior Notes due 2031 (the “Senior 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”). The Senior Notes were issued pursuant to an indenture, dated as of April 14, 2026 (the “Senior Notes Indenture”), by and among CoreWeave, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
CoreWeave intends to use the proceeds from the offering of the Senior Notes for general corporate purposes, including, without limitation, repayment of outstanding indebtedness, and to pay fees, costs and expenses in connection with the offering of the Senior Notes.
The Senior Notes will mature on October 1, 2031 and bear interest at a rate of 9.750% per annum, payable semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on October 1, 2026. Interest on the Senior Notes will accrue from April 14, 2026.
The Senior Notes are guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries of CoreWeave and certain of CoreWeave’s future direct and indirect wholly owned domestic restricted subsidiaries that guarantee CoreWeave’s existing revolving credit facility.
CoreWeave may redeem all or a portion of the Senior Notes at any time prior to October 1, 2028 at a redemption price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. CoreWeave may redeem all or a portion of the Senior Notes at any time on or after October 1, 2028 at the redemption prices set forth in the Senior Notes Indenture. At any time prior to October 1, 2028, up to 40% of the aggregate principal amount of the Senior Notes may be redeemed with the net cash proceeds from certain equity offerings, at the redemption price specified in the Senior Notes Indenture.
Upon the occurrence of specified kinds of change of control triggering events, holders of the Senior Notes will have the right to require CoreWeave to repurchase the Senior Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Senior Notes Indenture limits, among other things, the ability of CoreWeave and its restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; (ii) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (iii) create liens on certain assets to secure indebtedness; (iv) make certain investments; (v) sell certain assets; (vi) enter into certain transactions with CoreWeave’s affiliates; (vii) merge or consolidate with other persons or sell or otherwise dispose of all or substantially all of CoreWeave’s assets; and (viii) designate CoreWeave’s restricted subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions that are set forth in the Senior Notes Indenture. The Senior Notes Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods).
The foregoing summary of the Senior Notes Indenture and the Senior Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Senior Notes Indenture and the Senior Notes, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and incorporated by reference into this Item 1.01.
Convertible Notes Indenture and Convertible Notes
On April 14, 2026, CoreWeave completed its previously announced private offering of $4,000,000,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2032 (the “Convertible Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, including the exercise in full of the initial purchasers’ option to purchase up to an additional $500,000,000 aggregate principal amount of the Convertible Notes. The Convertible Notes were issued pursuant to an Indenture, dated April 14, 2026 (the “Convertible Notes Indenture”), among CoreWeave, the Guarantors (as defined below) party thereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Convertible Notes Trustee”).
The Convertible Notes are general senior, unsecured obligations of CoreWeave. The Convertible 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 and 1.75% Convertible 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 April 1 and October 1 of each year, beginning on October 1, 2026. The Convertible Notes will mature on October 1, 2032 (the “maturity date”), unless earlier converted, redeemed or repurchased. The Convertible 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 Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2032 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 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 Convertible Notes Indenture) per $1,000 principal amount of Convertible 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 Convertible 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 Convertible Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events.
On or after July 1, 2032 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 Convertible 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 8.3612 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $119.60 per share of CoreWeave’s Class A common stock). The initial conversion price of the Convertible Notes represents a premium of approximately 30.0% over the last reported sale price of CoreWeave’s Class A common stock on April 9, 2026. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Convertible Notes Indenture.