CoreWeave, Inc. 8-K

What Happened

• CoreWeave, Inc. filed an 8-K disclosing that on January 23, 2026 it entered a Securities Purchase Agreement with NVIDIA Corporation and completed a private placement sale of 22,935,780 shares of Class A common stock at $87.20 per share, raising $2.0 billion in cash. The transaction was completed under the Section 4(a)(2) private-placement exemption. A joint press release with NVIDIA dated January 26, 2026 was furnished with the filing.
• The company and NVIDIA also announced a collaboration framework to expand their relationship and accelerate CoreWeave’s planned buildout of more than 5 gigawatts of AI “factories” by 2030 using NVIDIA’s computing platform technology.

Key Details

• Shares issued: 22,935,780 Class A common shares.
• Price/total proceeds: $87.20 per share; $2.0 billion in cash.
• Dates: Purchase Agreement and share issuance on January 23, 2026; joint press release dated January 26, 2026.
• Structure: Private placement relying on Section 4(a)(2) of the Securities Act; collaboration framework announced (execution of additional agreements and conditions may be required).

Why It Matters

• The $2.0B cash infusion provides CoreWeave with significant funding to support its planned AI infrastructure expansion. NVIDIA’s direct investment and the collaboration framework also signal deeper strategic ties between the two companies around AI hardware and operations.
• For investors, the filing is a material corporate financing event: it increases CoreWeave’s cash resources and involves issuance of nearly 23 million new Class A shares (which affects share count). The collaboration outlines ambitious growth targets (over 5 GW of AI capacity by 2030), but the filing notes those plans are forward-looking and depend on future agreements and conditions.