CoreWeave, Inc. announced that it intended, subject to market and other customary conditions, to offer $3.5 billion (or euro equivalents) in aggregate principal amount of dollar-denominated and euro-denominated senior notes due 2032 (collectively, the Notes) in a private offering. The Notes will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries of CoreWeave. CoreWeave intends to use the proceeds from the offering of the Notes for general corporate purposes, including, without limitation, repayment of outstanding indebtedness, and to pay fees, costs and expenses in connection with the offering of the Notes.

The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), or to persons other than U.S. persons in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any offers of the Notes will be made only by means of a private offering memorandum.