CoreWeave, Inc. 8-K

What Happened
CoreWeave, Inc. announced on April 15, 2026 that it entered into a Securities Purchase Agreement with Jane Street Global Trading, LLC and completed a private placement of 9,174,311 shares of its Class A common stock at $109.00 per share, raising approximately $1.0 billion in cash. The sale was completed in a private transaction relying on the Section 4(a)(2) exemption from registration.

Key Details

• 9,174,311 shares of Class A common stock were issued and sold on April 15, 2026.
• Price per share: $109.00; aggregate proceeds: ~ $1.0 billion in cash.
• Transaction relied on Section 4(a)(2) of the Securities Act (not a public offering).
• Jane Street received limited piggyback registration rights with respect to the shares.

Why It Matters
This transaction provides CoreWeave with roughly $1.0 billion in gross proceeds, strengthening the company's cash position. Because the funding came from issuing new Class A shares, existing shareholders may see dilution in ownership percentage. The limited piggyback registration rights mean Jane Street could participate in future registered offerings under certain conditions, which can affect future liquidity for those shares. The filing also includes a press release (Exhibit 99.1) announcing the transaction.