The offering closed on June 18, 2026 and generated approximately USD 3.25 billion in combined principal. The USD Notes carry an interest rate of 9.625% per annum while the EUR Notes carry 8.500% per annum, with semi-annual cash interest payments scheduled for January 15 and July 15 of each year, beginning January 15, 2027. Interest accrues from the closing date of June 18, 2026.

CoreWeave intends to deploy the proceeds for general corporate purposes, including repayment of existing indebtedness and transaction fees and expenses. Both note series are guaranteed on a senior unsecured basis by CoreWeave's wholly-owned subsidiaries and by certain of its future direct and indirect wholly-owned domestic restricted subsidiaries that also guarantee the company's existing revolving credit facility.

The notes feature early redemption rights at the company's option. Before July 15, 2029, CoreWeave may redeem the notes at 100% of principal plus a make-whole premium and accrued interest. After that date, fixed redemption prices apply as specified in the indentures. Additionally, up to 40% of each series may be redeemed using net cash proceeds from equity offerings prior to July 15, 2029.

Holders receive change of control protection, with the right to require CoreWeave to repurchase the notes at 101% of principal plus accrued interest upon specified change of control triggering events. The indentures include standard covenants restricting CoreWeave's and its restricted subsidiaries' ability to incur additional indebtedness, issue certain stock, pay dividends, create liens, make investments or affiliate transactions, sell assets, or merge without compliance, subject to customary limitations and exceptions. Both indentures provide for standard events of default with customary grace and cure periods.

U.S. Bank Trust Company, National Association serves as trustee for both series. For the EUR Notes, U.S. Bank Europe DAC acts as registrar and transfer agent, with U.S. Bank Europe DAC UK Branch serving as paying agent. The complete terms are documented in the indentures filed as exhibits to this 8-K.