{"filing":{"accession_number":"0001769628-26-000432","cik":"0001769628","ticker":"CRWV","company_name":"CoreWeave, Inc.","form":"8-K","filing_date":"2026-09-22","report_date":"2026-09-17","primary_document":"crwv-20260917.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1769628/000176962826000432/crwv-20260917.htm"},"events":[{"id":34328,"run_id":31592,"accession_number":"0001769628-26-000432","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"CoreWeave completed a $3.7 billion offering of 2.875% Convertible Senior Notes due 2033 on September 22, 2026, pursuant to an Indenture with U.S. Bank Trust Company as trustee. The notes were issued in a private offering to qualified institutional buyers under Rule 144A and Section 4(a)(2), with shares of Class A common stock issuable upon conversion at approximately $97.85 per share. The offering also included capped call transactions intended to offset conversion dilution.","company_name":"CoreWeave, Inc.","ticker":"CRWV","filing_date":"2026-09-22","form":"8-K","submitted_at":null,"items":[{"id":38023,"accession_number":"0001769628-26-000432","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"CoreWeave completed a $4.2 billion offering of 2.875% Convertible Senior Notes due 2033 on September 22, 2026, pursuant to an Indenture with U.S. Bank Trust Company as trustee. This is a material creation of direct financial obligations—a convertible debt issuance—disclosed under Item 1.01 (Entry into a Material Definitive Agreement). The size, terms, and guarantees by wholly owned subsidiaries are consistent with a major capital markets debt transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-22T20:20:11.109836+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38024,"accession_number":"0001769628-26-000432","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"CoreWeave issued $3.7 billion of convertible senior notes in a private offering to qualified institutional buyers under Rule 144A and Section 4(a)(2), with shares of Class A common stock issuable upon conversion. The filing explicitly states the securities \"have not been and will not be registered under the Securities Act\" and describes the conversion mechanics (10.2194 shares per $1,000 principal at ~$97.85 conversion price). This is a classic dilutive convertible issuance creating potential equity dilution, supported by the capped call transactions intended to offset conversion dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-22T20:20:11.109836+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38025,"accession_number":"0001769628-26-000432","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"CoreWeave announced the pricing and upsized offering of $3.7 billion aggregate principal amount of 2.875% convertible senior notes due 2033, scheduled to settle on September 22, 2026. This is a material creation of a new direct financial obligation through debt issuance. While the notes are convertible, the primary event disclosed is the issuance of debt securities, making debt_issuance the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-22T20:20:11.109836+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38023,"accession_number":"0001769628-26-000432","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"CoreWeave completed a $4.2 billion offering of 2.875% Convertible Senior Notes due 2033 on September 22, 2026, pursuant to an Indenture with U.S. Bank Trust Company as trustee. This is a material creation of direct financial obligations—a convertible debt issuance—disclosed under Item 1.01 (Entry into a Material Definitive Agreement). The size, terms, and guarantees by wholly owned subsidiaries are consistent with a major capital markets debt transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-22T20:20:11.109836+00:00","company_name":"CoreWeave, Inc.","ticker":"CRWV","filing_date":"2026-09-22"},{"id":38024,"accession_number":"0001769628-26-000432","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"CoreWeave issued $3.7 billion of convertible senior notes in a private offering to qualified institutional buyers under Rule 144A and Section 4(a)(2), with shares of Class A common stock issuable upon conversion. The filing explicitly states the securities \"have not been and will not be registered under the Securities Act\" and describes the conversion mechanics (10.2194 shares per $1,000 principal at ~$97.85 conversion price). This is a classic dilutive convertible issuance creating potential equity dilution, supported by the capped call transactions intended to offset conversion dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-22T20:20:11.109836+00:00","company_name":"CoreWeave, Inc.","ticker":"CRWV","filing_date":"2026-09-22"},{"id":38025,"accession_number":"0001769628-26-000432","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"CoreWeave announced the pricing and upsized offering of $3.7 billion aggregate principal amount of 2.875% convertible senior notes due 2033, scheduled to settle on September 22, 2026. This is a material creation of a new direct financial obligation through debt issuance. While the notes are convertible, the primary event disclosed is the issuance of debt securities, making debt_issuance the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-22T20:20:11.109836+00:00","company_name":"CoreWeave, Inc.","ticker":"CRWV","filing_date":"2026-09-22"}]}