CoreWeave Inc【CRWV】株式ニュース

CoreWeave Reports Strong First Quarter 2026 ResultsMay 7, 2026 4:07 PM
Business Wire Record First Quarter Revenue and Revenue Backlog Highlight Unprecedented Demand for CoreWeave Cloud CoreWeave, Inc. (Nasdaq: CRWV), The Essential Cloud for AI™, today reported financial results for the first quarter ended March 31, 2026. "This was the strongest bookings quarter in CoreWeave's history, with revenue backlog reaching nearly $100 billion. We surpassed 1 GW of active power and believe we are well on our way to more than 8 GW by 2030, having positioned our capital structure to scale with the opportunity ahead," said Michael Intrator, Co-founder, Chairman, and Chief Executive Officer. "AI natives and enterprise customers are choosing CoreWeave because we sit between the models and the silicon, delivering the infrastructure, software, and expertise required to build and run AI at scale. As the market moves from training to inference, that distinction matters more than ever. CoreWeave was built for exactly this." First Quarter 2026 Financial Highlights (In millions, except percentages and per share amounts) Three Months Ended March 31, 2026 2025 Revenue $ 2,078 $ 982 Operating expenses 2,222 1,009 Operating loss $ (144 ) $ (27 ) Operating loss margin (7 )% (3 )% Interest expense, net $ (536 ) $ (264 ) Net loss $ (740 ) $ (315 ) Net loss margin (36 )% (32 )% Basic net loss per share $ (1.40 ) $ (1.40 ) Diluted net loss per share $ (1.40 ) $ (1.49 ) Non-GAAP Financial Measures (In millions, except percentages) Three Months Ended March 31, 2026 2025 Adjusted EBITDA $ 1,157 $ 606 Adjusted EBITDA margin 56 % 62 % Adjusted operating income $ 21 $ 163 Adjusted operating income margin 1 % 17 % Adjusted net loss $ (589 ) $ (150 ) Adjusted net loss margin (28 )% (15 )% (See “Non-GAAP Financial Measures” and the reconciliation of GAAP to non-GAAP results table in this press release for additional information.) Additional First Quarter 2026 Financial Highlights Revenue backlog1 was $99.4 billion as of March 31, 2026. First Quarter 2026 Highlights Customer Wins across AI Labs, Hyperscalers, and Enterprises Executed multiple new agreements with Meta, including a new $21 billion commitment signed in March Signed multi-year agreement with Anthropic to support the development and deployment of Anthropic’s Claude family of AI models Expanded relationships with existing enterprise and AI native customers including Cohere, Jane Street, and Mistral Partner of choice for leading AI pioneers and enterprises including Adaption Labs, Advaita Bio, Hudson River Trading, Perplexity, and World Labs Continued Rapid Scaling of Purpose-Built AI Infrastructure Surpassed 1 GW of active power Expanded total contracted power by more than 400 MW to over 3.5 GW while further diversifying portfolio of providers Key Technology Leadership Milestones Among the first cloud providers to be named NVIDIA Exemplar Cloud for inference on NVIDIA GB200 NVL72 Announced CoreWeave Flexible Capacity Plans, including Flex Reservations and Spot, designed to allow customers to match their cloud consumption with the dynamic reality of modern AI workloads Introduced Dedicated Inference for customers moving from experimentation into sustained production, allowing them to select their GPU SKUs and runtimes while maintaining full visibility into infrastructure in production Launched CoreWeave ARENATM to allow customers to run and evaluate real workloads on CoreWeave Cloud in production-ready environments Expanded capabilities of Weights & Biases platform across W&B Weave and W&B Models to accelerate the development of agentic and robotics-based products Strengthening Financial Position Secured first-of-its-kind DDTL 4.0 Facility, an $8.5 billion non-recourse2 investment grade rated delayed draw term loan facility priced with a floating rate tranche of SOFR + 2.25% and a fixed rate tranche of approximately 5.9%3 Closed $2 billion Class A common stock investment from NVIDIA, reflecting NVIDIA’s confidence in CoreWeave’s business, team, and growth strategy Other Noteworthy Updates Expanded longstanding relationship with NVIDIA to accelerate the build-out of more than 5 GW of AI factories by 2030 Business Outlook CoreWeave will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast. Webcast and Conference Call Information CoreWeave will host an audio webcast to discuss the results for the first quarter of 2026, provide a business update, and share forward-looking guidance at 2:00 pm PT / 5:00 pm ET today. The live webcast of CoreWeave’s earnings conference call can be accessed via the CoreWeave Investor Relations website at investors.coreweave.com, along with the earnings press release and accompanying presentation. Following the call, a replay will be available at the same website. A transcript of the conference call will be posted to the investors.coreweave.com website. Disclosure Information CoreWeave uses its investor relations page (investors.coreweave.com), its X account (@CoreWeave), and its LinkedIn page (linkedin.com/company/coreweave/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, investors should monitor these channels, in addition to following CoreWeave's press releases, Securities and Exchange Commission (SEC) filings, public conference calls and public webcasts. About CoreWeave CoreWeave is The Essential Cloud for AI™. Built for pioneers by pioneers, CoreWeave delivers a platform of technology, tools, and teams that enables innovators to move at the pace of innovation, building and scaling AI with confidence. Trusted by leading AI labs, startups, and global enterprises, CoreWeave serves as a force multiplier by combining superior infrastructure performance with deep technical expertise to accelerate breakthroughs. Established in 2017, CoreWeave completed its public listing on Nasdaq (CRWV) in March 2025. Learn more at www.coreweave.com. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of applicable securities laws. Such statements are based on our current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements related to our business; our strategy; our capital structure; our future growth; our technology; our projections for future active power; demand for our platform; other estimated amounts included in our revenue backlog figure; our plans to scale our platform and accelerate AI innovation; and strategic opportunities. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “outlook,” “guidance,” or the negative of these terms, where applicable, and similar expressions intended to identify forward-looking statements. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include but are not limited to our ability to execute our business strategies and manage our growth, our ability to maintain and grow our customer base, continued demand for AI infrastructure, any disruption in our strategic relationships or disruptions with our third-party providers, including our suppliers and data center partners, our ability to develop and maintain our corporate infrastructure and internal controls, our financial performance, capital requirements and ability to raise additional capital and the impact of global political and macroeconomic conditions, including the effects of global geopolitical conflicts, inflation, tariffs, interest rates, any instability in the global banking sector and foreign currency exchange rates. More information about factors that could affect our operating results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent filings with the SEC, including in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, copies of which may be obtained by visiting our Investor Relations website at https://investors.coreweave.com or the SEC's website at www.sec.gov. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Additionally, the forward-looking statements in this press release do not include the potential impact of any acquisitions that may be announced and/or completed after the date hereof. We assume no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law. Our results for the fiscal quarter ended March 31, 2026 are not necessarily indicative of our operating results for any future periods. Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use adjusted EBITDA and adjusted EBITDA margin, adjusted operating income (loss) and adjusted operating income (loss) margin, adjusted net income (loss) and adjusted net income (loss) margin, collectively, to help us evaluate our business. We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate operating performance. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. Forward-looking non-GAAP financial measures are presented on a non-GAAP basis without reconciliation due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Accordingly, a reconciliation of these forward-looking non-GAAP financial measures are not available without unreasonable effort. A reconciliation is provided below for each historical non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. CoreWeave encourages investors to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate CoreWeave’s business. ________________________________ 1 Revenue backlog includes remaining performance obligations, plus other amounts we estimate will be recognized as revenue in future periods under committed customer contracts, in each case, subject to the satisfaction of delivery and availability of service requirements. 2 The DDTL 4.0 Facility is non-recourse, except for limited guarantees related to customary non-recourse carve-out obligations. 3 As of the date of the initial draw; fixed interest rate of subsequent drawdowns is determined at the time of each draw by adding 2% to the margin determined using the yield of specified U.S. Treasury securities. COREWEAVE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited) Three Months Ended March 31, 2026 2025 Revenue $ 2,078 $ 982 Operating expenses: Cost of revenue 716 262 Technology and infrastructure 1,273 561 Sales and marketing 69 11 General and administrative 164 175 Total operating expenses 2,222 1,009 Operating loss (144 ) (27 ) Gain (loss) on fair value adjustments — 27 Interest expense, net (536 ) (264 ) Other income (expense), net 24 (5 ) Loss before income taxes (656 ) (269 ) Provision for income taxes 84 46 Net loss $ (740 ) $ (315 ) Net loss attributable to common stockholders, basic $ (740 ) $ (343 ) Net loss attributable to common stockholders, diluted $ (740 ) $ (370 ) Net loss per share attributable to common stockholders, basic $ (1.40 ) $ (1.40 ) Net loss per share attributable to common stockholders, diluted $ (1.40 ) $ (1.49 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic 527 246 Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted 527 249 COREWEAVE, INC. CONSOLIDATED BALANCE SHEETS (in millions) (unaudited) March 31,
2026 December 31,
2025 Assets Current assets Cash and cash equivalents $ 2,244 $ 3,127 Restricted cash and cash equivalents, current 777 819 Marketable securities 22 34 Accounts receivable, net 2,120 3,169 Prepaid expenses and other current assets 446 339 Total current assets 5,609 7,488 Restricted cash and cash equivalents, non-current 299 184 Property and equipment, net 36,424 30,557 Operating lease right-of-use assets 10,182 8,231 Intangible assets, net 224 235 Goodwill 1,101 1,101 Other non-current assets 1,734 1,506 Total assets $ 55,573 $ 49,302 Liabilities and stockholders' equity Current liabilities Accounts payable $ 3,371 $ 1,623 Accrued liabilities 2,726 5,773 Debt, current 7,547 6,708 Deferred revenue, current 2,130 1,709 Operating lease liabilities, current 487 427 Finance lease liabilities, current 23 38 Other current liabilities 1,534 162 Total current liabilities 17,818 16,440 Debt, non-current 17,312 14,665 Deferred revenue, non-current 5,393 6,476 Operating lease liabilities, non-current 9,563 7,768 Finance lease liabilities, non-current 215 216 Deferred tax liabilities, non-current 194 115 Other non-current liabilities 319 287 Total liabilities 50,814 45,967 Commitments and contingencies Stockholders' equity Preferred stock — — Class A common stock — — Class B common stock — — Class C common stock — — Treasury stock (34 ) (34 ) Additional paid-in capital 8,171 6,012 Accumulated other comprehensive income 5 — Accumulated deficit (3,383 ) (2,643 ) Total stockholders' equity 4,759 3,335 Total liabilities and stockholders' equity $ 55,573 $ 49,302 COREWEAVE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ (740 ) $ (315 ) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization 1,147 443 Amortization of debt discounts and issuance costs and accretion of redemption premiums 41 38 Stock-based compensation expense 153 184 Non-cash lease expense 167 67 Deferred income taxes 79 45 Gain on fair value adjustments — (27 ) Other non-cash reconciling items 121 23 Changes in operating assets and liabilities, net of effect of business acquisitions: Accounts receivable 1,042 (639 ) Prepaid expenses and other assets (471 ) 247 Accounts payable and accrued expenses 960 62 Deferred revenue 575 (16 ) Lease liabilities (90 ) (51 ) Net cash provided by operating activities 2,984 61 Cash flows from investing activities: Purchase of property and equipment, including capitalized internal-use software (7,695 ) (1,407 ) Maturities and sales of marketable securities 12 29 Issuance of notes receivable — (55 ) Other investing activities (25 ) — Net cash used in investing activities (7,708 ) (1,433 ) Cash flows from financing activities: Proceeds from issuance of debt, net 3,290 785 Repayments of debt (1,335 ) (271 ) Issuance of common stock in a private placement, net of issuance costs 1,985 — Proceeds from initial public offering, net of underwriting discounts and commissions — 1,423 Redeemable convertible preferred stock cash dividends paid — (26 ) Payment of tax withholdings on settlement of RSUs — (16 ) Other financing activities (26 ) (41 ) Net cash provided by financing activities $ 3,914 $ 1,854 Net increase (decrease) in cash, cash equivalents, and restricted cash $ (810 ) $ 482 Cash, cash equivalents, and restricted cash—beginning of period 4,130 2,035 Cash, cash equivalents, and restricted cash—end of period $ 3,320 $ 2,517 Reconciliation of GAAP to Non-GAAP Results Reconciliation of Net Loss to Adjusted EBITDA (in millions, except percentages) Three Months Ended March 31, 2026 2025 Net loss $ (740 ) $ (315 ) Depreciation and amortization 1,147 443 Interest expense, net 536 264 Stock-based compensation 153 184 Provision for income taxes 84 46 Acquisition related costs(1) 1 6 Other (income) expense, net (24 ) 5 (Gain) loss on fair value adjustments(2) — (27 ) Adjusted EBITDA $ 1,157 $ 606 Revenue $ 2,078 $ 982 Net loss margin (36 )% (32 )% Adjusted EBITDA margin 56 % 62 % (1) Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fees, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction-specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business. (2) Represents adjustments related to recording our derivative liabilities at fair value at the end of each reporting period for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the fair value remeasurement of the option liability in connection with our Series B redeemable convertible preferred stock. Refer to Note 3. Investments and Fair Value Measurements to our consolidated financial statements included in our Quarterly Report on Form 10-Q filed or to be filed with the SEC for the quarter ended March 31, 2026 for additional information. Reconciliation of Operating Loss to Adjusted Operating Income (in millions, except percentages) Three Months Ended March 31, 2026 2025 Operating loss $ (144 ) $ (27 ) Stock-based compensation 153 184 Acquisition related costs(1) 1 6 Amortization of acquired intangibles(2) 11 — Adjusted operating income $ 21 $ 163 Revenue $ 2,078 $ 982 Operating loss margin (7 )% (3 )% Adjusted operating income margin 1 % 17 % (1) Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fees, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction-specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business. (2) In the second quarter of 2025, we began including an adjustment for the amortization of acquired intangibles in our calculation of adjusted operating loss. Prior period non-GAAP calculations for acquired intangible amortization are not being adjusted as these amounts were insignificant. Reconciliation of Net Loss to Adjusted Net Loss (in millions, except percentages) Three Months Ended March 31, 2026 2025 Net loss $ (740 ) $ (315 ) Stock-based compensation 153 184 Loss on extinguishment of debt(1) — 2 Acquisition related costs(2) 1 6 Amortization of acquired intangibles(3) 11 — (Gain) loss on fair value adjustments(4) — (27 ) Income tax, inclusive of the tax effect of the above adjustments(5) (14 ) — Adjusted net loss $ (589 ) $ (150 ) Revenue $ 2,078 $ 982 Net loss margin (36 )% (32 )% Adjusted net loss margin (28 )% (15 )% (1) Primarily relates to losses recognized upon the early extinguishment of certain OEM financing arrangements, as well as accelerated amortization of debt discount and debt issuance costs related to our 2024 Term Loan, which was repaid in connection with the IPO. (2) Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fees, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction-specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business. (3) In the second quarter of 2025, we began including an adjustment for the amortization of acquired intangibles in our calculation of adjusted net loss. Prior period non-GAAP calculations for acquired intangible amortization are not being adjusted as these amounts were insignificant. (4) Represents adjustments related to recording our derivative liabilities at fair value at the end of each reporting period for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the fair value remeasurement of the option liability in connection with our Series B redeemable convertible preferred stock. Refer to Note 3. Investments and Fair Value Measurements to our consolidated financial statements included in our Quarterly Report on Form 10-Q filed or to be filed with the SEC for the quarter ended March 31, 2026 for additional information. (5) In the second quarter of 2025, we began including an adjustment for the income tax effect related to our non-GAAP adjustments. Prior period non-GAAP calculations for the income tax effects on our non-GAAP adjustments are not being adjusted as these amounts were not material. Additionally, the third quarter of 2025 includes an adjustment for amounts related to the impact of the passage of the One Big Beautiful Bill Act on the first and second quarters of 2025, that were recorded in third quarter of 2025. View source version on businesswire.com: https://www.businesswire.com/news/home/20260507558197/en/ Investor Relations contact:
Investor-Relations@coreweave.com / https://investors.coreweave.com/ Media contact:
Press@coreweave.com / https://www.coreweave.com/about-us Original: CoreWeave Reports Strong First Quarter 2026 Results

CoreWeave Prices Upsized $3.5 Billion Convertible Senior Notes OfferingApril 10, 2026 8:00 AM
Business Wire
CoreWeave, Inc. (Nasdaq: CRWV) (“CoreWeave”) announced today the pricing of its private offering of $3.5 billion aggregate principal amount of its 1.75% convertible senior notes due 2032 (the “Notes”). The offering was upsized from the previously announced offering of $3.0 billion aggregate principal amount of Notes. The issuance and sale of the Notes are scheduled to settle on April 14, 2026, subject to customary closing conditions. CoreWeave also granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $500.0 million aggregate principal amount of Notes.

The Notes will be jointly and severally, fully and unconditionally guaranteed by CoreWeave’s wholly owned subsidiaries that guarantee its existing 9.250% Senior Notes due 2030, 9.000% Senior Notes due 2031 and 1.75% Convertible Senior Notes due 2031, and will accrue interest payable semiannually in cash in arrears on April 1 and October 1 of each year, beginning on October 1, 2026, at a rate of 1.75% per year. The Notes will mature on October 1, 2032, unless earlier repurchased, redeemed or converted. The Notes and the subsidiary guarantees will be the general senior, unsecured obligations of CoreWeave and the guarantors.

Prior to July 1, 2032, the Notes will be convertible at the option of the noteholders only upon the occurrence of specific events and during specified periods. On or after July 1, 2032, noteholders may convert their Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. CoreWeave will settle conversions of the Notes in 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. The initial conversion rate will be 8.3612 shares of CoreWeave’s Class A common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $119.60 per share. The initial conversion price represents a premium of approximately 30.0% over the last reported sale price of $92.00 per share of CoreWeave’s Class A common stock on the Nasdaq Global Select Market on April 9, 2026. The conversion rate will be subject to adjustment upon the occurrence of certain events.

CoreWeave may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after October 8, 2029 and before the 26th scheduled trading day before the maturity date if the closing price of CoreWeave’s Class A common stock has been at least 130% of the conversion price of the Notes then in effect for a specified period of time and certain other conditions are met. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If CoreWeave undergoes a “Fundamental Change” (as defined in the indenture that will govern the Notes), subject to certain conditions and limited exceptions, noteholders may require CoreWeave to repurchase for cash all or any portion of their Notes at a price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If certain corporate transactions occur prior to the maturity date or if CoreWeave delivers a notice of redemption, CoreWeave will, in certain circumstances, increase the conversion rate applicable to Notes that are converted in connection with such corporate transaction or Notes that are called (or deemed called) for redemption and converted in connection with such notice of redemption, as the case may be.

CoreWeave estimates that the net proceeds from the offering will be $3,447.5 million (or $3,940.0 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions but before deducting CoreWeave’s estimated offering expenses. CoreWeave intends to use $430.5 million of the net proceeds to fund the cost of entering into the capped call transactions described below. CoreWeave intends to use the remainder of the net proceeds from the offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, then CoreWeave intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below, and the remainder of any such additional net proceeds for general corporate purposes.

In connection with the pricing of the Notes, CoreWeave entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to certain customary adjustments, the number of shares of CoreWeave’s class A common stock underlying the Notes. If the initial purchasers exercise their option to purchase additional Notes, then CoreWeave expects to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions will initially be $230.00 per share, which represents a premium of 150.0% over the last reported sale price of CoreWeave’s Class A common stock of $92.00 per share on April 9, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

The capped call transactions are expected generally to reduce the potential dilution to CoreWeave’s Class A common stock upon any conversion of 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, upon conversion of the Notes. If, however, the market price per share of CoreWeave’s Class A common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

CoreWeave has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to CoreWeave’s Class A common stock and/or purchase shares of CoreWeave’s Class A common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of CoreWeave’s Class A common stock or the Notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to CoreWeave’s Class A common stock and/or purchasing or selling CoreWeave’s Class A common stock or other securities of CoreWeave in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) on each exercise date for the capped call transactions, which is in each case expected to occur on each trading day during the 25 trading day period beginning on the 26th scheduled trading day prior to the maturity date of the Notes and (y) following any early conversion of the Notes, any repurchase of the Notes by CoreWeave on any fundamental change repurchase date, any redemption date or any other date on which CoreWeave retires any Notes, in each case if CoreWeave exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of CoreWeave’s Class A common stock or the Notes, which could affect a noteholder’s ability to convert its Notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of its Notes.

The Notes and related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CoreWeave

CoreWeave is The Essential Cloud for AI™. Built for pioneers by pioneers, CoreWeave delivers a platform of technology, tools, and teams that enables innovators to move at the pace of innovation, building and scaling AI with confidence. Trusted by leading AI labs, startups, and global enterprises, CoreWeave serves as a force multiplier by combining superior infrastructure performance with deep technical expertise to accelerate breakthroughs. Established in 2017, CoreWeave completed its public listing on Nasdaq (CRWV) in March 2025.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the capped call transactions, the Notes offering and the expected use of proceeds therefrom, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including, but not limited to, CoreWeave’s ability to complete the offering on the anticipated terms, if at all, the effect of the capped call transactions, the anticipated use of proceeds from the proposed offering, and the potential impact of the foregoing or related transactions on dilution to holders of its Class A common stock and the market price of its Class A common stock and general market, political, economic and business conditions which might affect the offering. These factors, as well as others, are discussed in CoreWeave’s filings with the Securities and Exchange Commission, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in CoreWeave’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. All forward-looking statements contained herein are based on information available as of the date hereof and CoreWeave does not assume any obligation to update these statements as a result of new information or future events.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260410972105/en/
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Original: CoreWeave Prices Upsized $3.5 Billion Convertible Senior Notes Offering