CoreWeave files 424B5: prospectus (424B)

PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)

(To Prospectus dated June 5, 2026) Registration No. 333-296553

CoreWeave, Inc.

We may offer and, if applicable, sell up to 35,000,000 shares of our Class A common stock, $0.000005 par value per share, under an Equity Distribution Agreement, dated September 17, 2026 (the “Equity Distribution Agreement”), whether by the issuance and sale by us of shares of our Class A common stock through the Sales Agents (as defined below) or through the offer and sale of borrowed shares of our Class A common stock by one or more Forward Sellers (as defined below) pursuant to any collared forward sale agreements entered into by us with the relevant Forward Purchaser (as defined below) pursuant to the Equity Distribution Agreement.

We have entered into the Equity Distribution Agreement with Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., SG Americas Securities, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC as our agents (each, a “Sales Agent,” and, collectively, the “Sales Agents”), Deutsche Bank AG, London Branch, Goldman Sachs Bank USA, Morgan Stanley & Co. LLC and Citibank, N.A. (each, in its capacity as purchaser under any collared forward sale agreement (as described below), a “Forward Purchaser” and collectively, the “Forward Purchasers”) and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any shares of our Class A common stock hereunder from time to time in connection with a collared forward sale agreement (as described below), a “Forward Seller” and collectively, the “Forward Sellers”). This prospectus supplement, together with the accompanying prospectus, relates to shares of our Class A common stock that may be offered and sold from time to time under the Equity Distribution Agreement.

The shares of our Class A common stock will be offered at market prices prevailing at the time of sale. We will pay each Sales Agent a commission equal to up to 2.0 % of the sales price of all shares of our Class A common stock sold through it as our Sales Agent under the Equity Distribution Agreement.

The Equity Distribution Agreement provides that, in addition to the issuance and sale of shares of our Class A common stock by us through or to the Sales Agents, we may also enter into one or more collared forward sale agreements under the applicable master forward confirmation and the related supplemental confirmation between us and each of the Forward Purchasers, pursuant to which we will agree to sell to the relevant Forward Purchaser up to the number of shares of our Class A common stock underlying the particular collared forward sale agreement (subject to adjustment as set forth therein).

In connection with any collared forward sale agreement, the relevant Forward Purchaser will borrow from third parties and, through its affiliated Forward Seller, sell the number of shares of our Class A common stock underlying such collared forward sale agreement over the applicable forward hedge selling period, all subject to the terms of the Equity Distribution Agreement and such collared forward sale agreement.

We have been advised by each of the Forward Purchasers that it expects that, on the same days during such forward hedge selling period when its affiliated Forward Seller is so selling the number of shares of our Class A common stock underlying such collared forward sale agreement, such Forward Purchaser or its affiliates will be contemporaneously purchasing a substantial portion of such number of shares in the open market for its own account in a manner designed to avoid the matching or crossing of those sales and purchases, as each of the Forward Purchasers expects its initial hedge position in respect of any collared forward transaction to be less than such number of shares of our Class A common stock underlying such collared forward sale agreement.

If we and/or the selling stockholders, if applicable, use underwriters in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including:

Registration of any securities covered by this prospectus does not mean that those securities necessarily will be offered or sold.

Any public offering price, dealer purchase price, discount, commission or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Unless otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are purchased.

The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

We and/or the selling stockholders, if applicable, may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

Underwriters, dealers and agents involved in the offering of the securities may be customers of, affiliates of, engage in transactions with, or perform services for, us, our subsidiaries or other affiliates or any selling stockholders in the ordinary course of their businesses.

In order to facilitate the offering of the securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the market price of such securities or other securities that may be issued upon conversion, exchange or exercise of such securities or the prices of which may be used to determine payments on the securities. Specifically, the underwriters or agents, as the case may be, may over-allot in connection with the offering, creating a short position in such securities for their own account. In addition, to cover over-allotments or to stabilize the price of the securities or of such other securities, the underwriters or agents, as the case may be, may bid for, and purchase, such securities in the open market.