CoreWeave Inc.
10/06/2025 | Press release | Distributed by Public on 10/06/2025 07:01
Material Event (Form 8-K)
Item 8.01 Other Information
As previously disclosed, holders of CoreWeave, Inc.'s (the "Company") legacy Series C convertible preferred stock (the "Put Shares") had a "put" right on the first trading day immediately after March 31, 2027 (the "Public Sale Date") that would require the Company to repurchase the Put Shares at a price per share of $38.95 payable in cash, representing an aggregate payment of $1.2 billion. The Put Right automatically terminates pursuant to the terms thereof in certain circumstances, including when the Company's Class A common stock has a 20 day volume-weighted average price in any consecutive 30 trading day period of at least $68.16 at any point on or prior to March 31, 2027 during which Coatue Management, L.L.C. is not subject to a contractual lock-up agreement (the "Termination Event"). The Termination Event occurred on September 25, 2025 and, as a result, the Put Right has automatically terminated.
Accordingly, prior to the Termination Event, the Put Shares were classified as mezzanine equity due to the shares being redeemable outside of the Company's control; however, upon the termination of the put right, the Company's redeemable Class A common stock was reclassified into Class A common stock within stockholders' equity (deficit), increasing stockholders' equity by $1.2 billion.
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