CoreWeave Signs Agreement for 9.625% Senior Secured Bond Maturing in 2032

CoreWeave, Inc. entered into an indenture on June 18, 2026, to issue 9.625% senior notes due 2032, expanding its long-term borrowings.[1] These high-yield notes mature on July 15, 2032, and the company and its guarantor subsidiaries have agreed to high-yield style covenants restricting additional borrowings, dividends, and share repurchases, which may affect future financial strategy and cost of capital.[1]

Participating parties in this indenture include CoreWeave; U.S. Bank Trust Company, National Association (Trustee); U.S. Bank Europe DAC and its UK branch; Wilmington Trust, National Association; Morgan Stanley Senior Funding, Inc.; and MUFG Bank, Ltd.[1] The indenture provides that the 9.625% senior notes will be guaranteed by certain subsidiaries and aligns their structure via cross-reference with the company’s existing and future indebtedness (including senior notes due 2030 and 2031, convertible notes maturing 2031 and 2032, Euro-denominated 2032 notes, various credit facilities, and securitization structures).[1]

The bond terms include detailed restrictions on issuing additional notes, providing guarantees, debt capacity, restricted dividends and other restricted payments, asset dispositions, lien filings, and affiliate transactions.[1] They also set forth creditor protection provisions upon a change of control or asset sale, events of default and corresponding remedies, redemption options (including make-whole premiums), mandatory repayment mechanisms, and conditions for defeasance and satisfaction and discharge, thereby clarifying the noteholders’ rights and the company’s refinancing flexibility.[1]

As a result of this issuance, CoreWeave has secured additional long-term fixed-rate debt at the cost of higher interest expenses and increased financial leverage.[1] At the same time, by accepting these high-yield covenants, its flexibility for additional borrowings, shareholder distributions, and asset reallocations will be constrained, and the change-of-control and asset sale provisions could impose direct limitations on the structuring of future M&A or large asset contributions and distributions.[1]

Key Schedule and Structure

Category	Details
Indenture Date	2026-06-18
Maturity Date	2032-07-15
Note Type	9.625% Senior Notes
Guarantee	Certain subsidiaries
Key Financial Covenants (Covenants)	Limits on additional borrowings, restricted payments, asset sales, liens, affiliate transactions[1]
Creditor Protections	Change-of-control and asset-sale triggers, default events and remedies[1]
Repayment Structure	Optional and mandatory redemptions with premiums[1]

According to a contemporaneously filed Form 4, Chief Development Officer Brannin McBee converted Class B common shares into Class A common shares on June 22, 2026, and then sold a total of 169,000 shares from his and his spouse’s accounts in the open market under a Rule 10b5-1 plan to monetize part of his holdings.[2] A separate Form 4 reported that his linked Canis Major 2025 GRAT and Canis Minor 2025 GRAT converted and sold all of their B-to-A shares — 40,000 and 12,500 shares respectively — and, following the sales, held 3,797,227 and 523,705 Class A shares respectively.[3]

Insider Transaction Summary

Reporting Person/Entity	Date	Transaction	Quantity (Shares)	Price Range (USD)	Notes
Brannin McBee (Direct + Spouse)[2]	2026-06-22	Class B → Class A conversion and sale	169,000	approx. 107.05–119.00	Sold under Rule 10b5-1 plan
Canis Major 2025 GRAT[3]	2026-06-22	Class B → Class A conversion and sale	40,000	approx. 107.05–119.00	Holds 3,797,227 shares post-sale
Canis Minor 2025 GRAT[3]	2026-06-22	Class B → Class A conversion and sale	12,500	approx. 107.05–119.00	Holds 523,705 shares post-sale

McBee reported that following these transactions, he directly holds 6,618,894 Class A shares and indirectly holds 2,005,300 Class A shares through his spouse, demonstrating a significant retained economic interest.[2] The trusts continue to hold millions of residual shares after the GRAT sales, and the filings state that all transactions were executed under a Rule 10b5-1 trading plan adopted on March 5, 2026.[2][3]