Unregistered Sale of Equity Securities. See

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 Not…

Regulation FD Disclosure On September 17, 2026, CoreWeave, Inc. (the “Company”) announced that it intends to offer, subject to market and other customary conditions, $3.0 billion in aggregate principal amount of its convertible senior notes due 2033 (the “Convertible Notes”) in a private offering (the “Convertible Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company also intends to grant the initial pu…

Other Events. On September 17, 2026, the Company entered into an Equity Distribution Agreement (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, each acting as agent for the Company (each, a “…

Entry into a Material Definitive Agreement. On August 7, 2026, CoreWeave Financing DDTL V-V, LLC (the “Borrower”), a Delaware limited liability company and an indirect subsidiary of CoreWeave, Inc., a Delaware corporation (the “Parent”), entered into a credit agreement (the “Credit Agreement”) with, inter alios , JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent, U.S. Bank National Association, as depositary bank, JPMorgan C…

by reference. I tem 7.01 Regulation FD Disclosure. On August 10, 2026, the Parent issued a press release announcing the closing of the DDTL 5.5 Facility. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in this

Entry into a Material Definitive Agreement. Senior Notes Indentures and Senior Notes On June 18, 2026, CoreWeave, Inc. (“CoreWeave”) completed its previously announced private offering of $1,250 million in aggregate principal amount of its dollar-denominated 9.625% Senior Notes due 2032 (the “USD Notes”) and €2,000 million in aggregate principal amount of its euro-denominated 8.500% Senior Notes due 2032 (the “EUR Notes” and, together with the USD Notes, the “Senior Notes”) to persons reasona…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information described above under

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specifi…

Entry into a Material Definitive Agreement. On May 15, 2026, CoreWeave Financing DDTL V, LLC (the “Borrower”), a Delaware limited liability company and an indirect subsidiary of CoreWeave, Inc., a Delaware corporation (the “Parent”), entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent, U.S. Bank Trust Company, National Association as collateral agent, U.S. Bank National Association, as depository bank, MUFG Bank, Ltd. and…

by reference. I tem 7.01 Regulation FD Disclosure On May 18, 2026, the Parent issued a press release announcing the closing of the DDTL 5.0 Facility. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in this

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expre…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information described above under

Entry into a Material Definitive Agreement. Senior Notes Indenture and Senior Notes On April 21, 2026, CoreWeave, Inc. (“CoreWeave”) completed its previously announced private offering of $1,000,000,000 aggregate principal amount of its 9.750% Senior Notes due 2031 (the “Additional 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 Additional Notes were issued as additional…

Unregistered Sales of Equity Securities. On April 15, 2026, CoreWeave, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Jane Street Global Trading, LLC (“Jane Street”). On April 15, 2026, the Company completed the issuance and sale of 9,174,311 shares of the Company’s Class A common stock, par value $0.000005 per share (the “Shares”), pursuant to the Purchase Agreement, at a price of $109.00 per share for an aggregate purchase price of approxim…

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 am…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information described above under

Unregistered Sale of Equity Securities. See

Regulation FD Disclosure. Senior Notes Offering On April 9, 2026, CoreWeave, Inc. (the “Company”) announced that it intends to offer, subject to market and other customary conditions, $1,250 million in aggregate principal amount of senior notes due 2031 (the “Senior Notes”) in a private offering (the “Senior Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-…

Other Information The Company is herein furnishing certain supplemental information included in Exhibit 99.3 hereto and incorporated herein by reference that is being provided to potential investors in connection with the Senior Notes Offering. Cautionary Note Regarding Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information described above under

Entry into a Material Definitive Agreement. On March 30, 2026, CoreWeave Compute Acquisition Co. VIII, LLC (“CCAC VIII” or the “Borrower”), a Delaware limited liability company and an indirect subsidiary of CoreWeave, Inc., a Delaware corporation (the “Parent”), entered into a credit agreement (the “Credit Agreement”) with MUFG Bank, Ltd., as administrative agent, U.S. Bank Trust Company, National Association as collateral agent, U.S. Bank National Association, as depository bank, MUFG Bank,…

of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expre…

Unregistered Sales of Equity Securities. On January 23, 2026, CoreWeave, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with NVIDIA Corporation (“NVIDIA”). On January 23, 2026, the Company completed the issuance and sale of 22,935,780 shares of the Company’s Class A common stock, par value $0.000005 per share (the “Shares”), pursuant to the Purchase Agreement, at a price of $87.20 per share for an aggregate purchase price of $2 billion in cash. Th…

Other Events. The Company and NVIDIA entered into a collaboration framework to expand their long-standing complementary relationship to advance AI adoption at global scale and to accelerate the Company's buildout of more than 5 gigawatts of artificial intelligence factories by 2030 developed and operated by the Company using NVIDIA's computing platform technology. Forward-looking Statements This Current Report on Form 8-K contains certain statements that are not historical facts but are forwa…