AI brief of an SEC Form 8-K · CoreWeave (CRWV)

CoreWeave completes $2.59 billion convertible notes offering due 2031

Neutral Impact 4 of 5 financing Written later

On December 11, 2025, CoreWeave completed a private offering of $2,587,500,000 in 1.75% convertible senior notes due December 1, 2031, including the full exercise of the initial purchasers' $337.5 million option. The notes are convertible into cash, Class A common stock, or a mix at CoreWeave's election, with an initial conversion price of about $107.80 per share, a 25% premium to the $86.24 closing price on December 8, 2025, which means the notes could add dilution to existing shareholders if converted into shares.

Key points

  • Principal: $2,587,500,000, including the $337,500,000 option exercised in full; net proceeds about $2,542.2 million before offering expenses.
  • Initial conversion price about $107.80 per share; maximum of 30,003,356 shares could be issued on conversion at the maximum conversion rate.
  • Capped call transactions were funded from proceeds; remaining proceeds are for general corporate purposes.
  • Notes can be redeemed by CoreWeave on or after December 5, 2028 under specified stock price conditions; interest is payable June 1 and December 1, beginning June 1, 2026.

The filing

CompanyCoreWeave (CRWV)
Form8-K, current report
Filed with the SECDec 11, 2025, 5:10 PM ET
Accession number0001769628-25-000105

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 1:10 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on December 11, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.