As filed with the Securities and Exchange Commission on March 2, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COREWEAVE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 82-3060021 | ||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ 07039 (973) 270-9737 (Address of principal executive offices, including zip code) | |||||||||||
2025 Equity Incentive Plan
2025 Employee Stock Purchase Plan
(Full title of the plans)
Michael Intrator
Chief Executive Officer
290 W Mt. Pleasant Ave., Suite 4100
Livingston, NJ 07039
(973) 270-9737
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Michael A. Brown Ran D. Ben-Tzur Jennifer J. Hitchcock Fenwick & West LLP 902 Broadway, 18th Floor New York, NY 10010 (212) 430-2600 | Kristen McVeety General Counsel Nisha Antony Deputy General Counsel CoreWeave, Inc. 290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ 07039 (973) 270-9737 | ||||
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||||||
Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, CoreWeave, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register (i) 25,107,515 additional shares of the Registrant’s Class A common stock under the Registrant’s 2025 Equity Incentive Plan and (ii) 5,021,503 additional shares of the Registrant’s Class A common stock under the Registrant’s 2025 Employee Stock Purchase Plan, each pursuant to the provisions in those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans on January 1, 2026. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statement on Form S-8 filed with the Commission on March 28, 2025 (Registration No. 333-286232) to the extent not superseded hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified in Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 2, 2026 pursuant to Section 13 of the Exchange Act;
(b)all other reports filed with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above (other than the portions of these documents not deemed to be filed); and
(c)the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-42563) filed with the Commission on March 21, 2025, under Section 12(b) of the Exchange Act, as updated by the description of the Registrant’s registered securities contained in Exhibit 4.13 to the Registrant’s Annual Report on Form 10-K referred to in (a) above, including any amendment or report filed for the purpose of updating such description.
All other reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than the portions of these documents not deemed to be filed) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such reports and documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report deemed to be furnished but not filed on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference:
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed | |||||||||||||||||||||||||||||||||||
| Form | File No. | Exhibit | Filing Date | Herewith | ||||||||||||||||||||||||||||||||||
| 3.1 | S-8 | 333-286640 | 3.1 | 4/18/2025 | ||||||||||||||||||||||||||||||||||
| 3.2 | Amended and Restated Bylaws. | S-8 | 333-286640 | 3.2 | 4/18/2025 | |||||||||||||||||||||||||||||||||
| 4.1 | S-1/A | 333-285512 | 4.1 | 3/20/2025 | ||||||||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||
| 24.1 | X | |||||||||||||||||||||||||||||||||||||
| 99.1 | S-1/A | 333-285512 | 10.3 | 3/20/2025 | ||||||||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-285512 | 10.4 | 3/20/2025 | ||||||||||||||||||||||||||||||||||
| 107 | X | |||||||||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Livingston, New Jersey, on the 2nd day of March, 2026.
COREWEAVE, INC. | |||||
By: | /s/ Michael Intrator | ||||
Michael Intrator | |||||
Chief Executive Officer and President | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Intrator and Nitin Agrawal, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||||
/s/ Michael Intrator | Director, Chief Executive Officer and President (Principal Executive Officer) | March 2, 2026 | ||||||
Michael Intrator | ||||||||
/s/ Nitin Agrawal | Chief Financial Officer (Principal Financial Officer) | March 2, 2026 | ||||||
Nitin Agrawal | ||||||||
/s/ Jeffrey Baker | Chief Accounting Officer (Principal Accounting Officer) | March 2, 2026 | ||||||
Jeffrey Baker | ||||||||
/s/ Brian Venturo | Director and Chief Strategy Officer | March 2, 2026 | ||||||
Brian Venturo | ||||||||
/s/ Karen Boone | Director | March 2, 2026 | ||||||
Karen Boone | ||||||||
/s/ Jack Cogen | Director | March 2, 2026 | ||||||
Jack Cogen | ||||||||
/s/ Glenn Hutchins | Director | March 2, 2026 | ||||||
Glenn Hutchins | ||||||||
/s/ Margaret C. Whitman | Director | March 2, 2026 | ||||||
Margaret C. Whitman | ||||||||