CRWV: Material agreement · Unregistered securities sale · Other company developments

Item 1.01 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 Notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional Notes. The Notes were issued pursuant to an Indenture, dated September 22, 2026 (the “Indenture”), among CoreWeave, the Guarantors (as defined below) party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes are general senior, unsecured obligations of CoreWeave. The Notes will be jointly and severally, fully and unconditionally guaranteed, on a senior, unsecured basis, by CoreWeave’s wholly owned subsidiaries that currently or in the future guarantee CoreWeave’s existing 9.250% senior notes due 2030, 9.000% senior notes due 2031, 9.750% senior notes due 2031, 9.625% senior notes due 2032, 8.500% senior notes due 2032, 1.75% convertible senior notes due 2031 and 1.75% convertible senior notes due 2032, as the same may be amended, extended, renewed, restated, supplemented or otherwise modified from time to time or refinanced in the form of new capital markets indebtedness (the “Guarantors”). The Notes bear interest at a rate of 2.875% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1 ,2027. The Notes will mature on April 1, 2033 (the “maturity date”), unless earlier converted, redeemed o