CRWV 8-K Current Reports

CoreWeave 8-K Report, Financial Results (Aug 11, 2026)

CoreWeave (CRWV) reported Q2 2026 revenue of $2.575 billion, up roughly 112% year over year from $1.212 billion, with the company showing its first operating-income swing toward breakeven at the GAAP level: operating loss of $49 million versus operating income of $19 million a year earlier. Operating expenses rose sharply, growing about 120% to $2.624 billion, driven mainly by cost of revenue and technology and infrastructure costs as capacity scaled. Net loss widened to $626 million (-$1.14 per share) from $290 million (-$0.60 per share), primarily because interest expense, net, more than doubled to $640 million, reflecting heavy debt issuance to fund buildout. Non-GAAP adjusted EBITDA grew to $1.510 billion from $753 million, though adjusted EBITDA margin compressed to 59% from 62%, and adjusted operating income fell to $128 million from $200 million. The balance sheet and cash flow show an aggressive, debt- and equity-funded expansion. Property and equipment, net, rose to $46.7 billion from $30.6 billion at year-end 2025, and operating lease right-of-use assets nearly doubled to $16.6 billion. Capital expenditures were $6.4 billion in the quarter and $14.1 billion year to date. Operating cash flow was positive at $679 million in Q2 and $3.66 billion for the first half, but free cash flow remains deeply negative. Recourse debt (current and non-current) totaled about $31.4 billion, and total liabilities reached $72.0 billion against $5.0 billion of stockholders' equity. Cash and equivalents rose to $5.5 billion, supported by $13.5 billion of gross debt proceeds and $1.0 billion of common stock issued in private placements during the quarter. Management emphasized demand and scale. Revenue backlog was approximately $104 billion as of June 30, 2026, excluding more than $25 billion of net new customer commitments added in early Q3. Active power grew by nearly 500 MW to 1.5 GW, and contracted power reached about 3.7 GW. The company also cited the first bring-up of NVIDIA Vera Rubin NVL72, new cross-cloud products, a $3.1 billion publicly syndicated delayed draw term loan, a $1 billion strategic investment from Jane Street, and inclusion in the Nasdaq-100. Guidance was not included in the release and will be provided on the earnings call. Investors should weigh the strong backlog and growth against rising leverage, widening GAAP losses, heavy capital intensity, and the dependence on continued access to capital.

Aug 11, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

CoreWeave 8-K Report, Material Agreement (Aug 10, 2026)

On August 7, 2026, CoreWeave Financing DDTL V-V, LLC, an indirect subsidiary of CoreWeave, Inc. (CRWV), entered into a $2.6 billion delayed draw term loan facility (the "DDTL 5.5 Facility") with JPMorgan Chase Bank, N.A. as administrative agent and a syndicate of lenders. The company announced the closing via press release on August 10, 2026. The facility is intended to finance capital expenditures needed to perform certain customer contracts, primarily GPU servers and related infrastructure. Draws are available until a commitment termination date in December 2026, with a maturity of September 1, 2031. Borrowings bear interest at Term SOFR (0.00% floor) plus a 5.50% margin, or a base rate plus 4.50%, with a 0.50% undrawn fee. The facility is fully guaranteed by the parent and secured by substantially all assets of the borrower and its subsidiaries. The key structural feature is that the facility's roughly five-year maturity extends beyond the average three-year length of the underlying customer contracts. Management frames this as lender willingness to underwrite GPU renewal and re-leasing risk, which would allow CoreWeave to finance shorter-dated, often higher-priced contracts and broaden its customer base to global enterprises that prefer shorter terms. The company also cited Ba2 (Moody's) and BB+ (Fitch) ratings and said the deal was meaningfully oversubscribed. From an investor standpoint, the facility adds significant secured debt at a relatively high spread of SOFR + 5.50%, and it includes a debt service coverage ratio covenant of at least 1.35x starting after the earlier of full commitment reduction or December 31, 2026. Investors should weigh the financing flexibility and margin benefits against the increased leverage, the reliance on contract renewals or re-leasing to service debt beyond the initial contract terms, and cross-default and material-contract event-of-default risks. The filing does not disclose the amount drawn to date.

Aug 10, 2026 8-K

CoreWeave 8-K Report, Material Agreement (Jun 18, 2026)

CoreWeave, Inc. (CRWV) announced the successful completion of a significant private offering of Senior Notes on June 18, 2026. The offering comprises $1,250 million in dollar-denominated notes with a 9.625% interest rate and €2,000 million in euro-denominated notes with an 8.500% interest rate, both maturing in July 2032. These notes were issued to qualified institutional buyers under Rule 144A. The substantial proceeds from this offering are earmarked for general corporate purposes, including the repayment of existing indebtedness and covering expenses related to the issuance itself. The notes are senior unsecured obligations and are guaranteed by certain wholly-owned subsidiaries of CoreWeave, which also guarantee the company's existing revolving credit facility, providing an additional layer of credit support for noteholders. This move signals a strategic financial maneuver by CoreWeave to bolster its capital structure and potentially optimize its debt profile.

Jun 18, 2026 8-K

Regulation FD

CoreWeave 8-K Report, Regulation FD Disclosure (Jun 11, 2026)

CoreWeave (Nasdaq: CRWV) announced on June 11, 2026 its intention to offer approximately $3.5 billion (or euro equivalents) of dollar- and euro-denominated senior unsecured notes due 2032 in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries. The company says proceeds will go to general corporate purposes, including repaying outstanding indebtedness and paying offering fees and expenses. The offering is subject to market conditions, and the coupon, final size, and currency split were not disclosed. The final USD/EUR split may cause the aggregate amount to differ from $3.5 billion because of currency conversion. The supplemental presentation (Exhibit 99.2) is the more informative part for investors. It shows total debt of $25.1 billion at March 31, 2026, rising to about $38.5 billion on an as-adjusted basis for this offering. The presentation also projects total debt of about $68.5 billion once contracted financings (including DDTL facilities and OEM/software financing arrangements) are included. LTM Adjusted EBITDA was $3.6 billion through Q1 2026, while LTM Run-Rate Adjusted EBITDA, which adds $15.1 billion of projected pre-tax run-rate profits from new contracts, is $18.8 billion. The company also reports remaining performance obligations of $98.8 billion as of March 31, 2026. Investors should weigh this backlog against a leverage profile that depends heavily on forward-looking run-rate projections, which are not GAAP measures and are not audited. The company reports a GAAP net loss of $1.6 billion on an LTM basis through Q1 2026, and the presentation shows a net debt-heavy capital structure that is expanding to fund capital expenditures. Its market capitalization was about $88.2 billion as of June 9, 2026, cited in the presentation as the basis for the enterprise value calculation. This filing is an announcement of a proposed offering, not a completed financing, and the notes have not been registered under the Securities Act.

Jun 11, 2026 8-K

Shareholder Matters

CoreWeave 8-K Report, Shareholder Vote Results (Jun 10, 2026)

CoreWeave, Inc. (CRWV) has filed an 8-K report detailing the outcomes of its 2026 Annual Meeting of Stockholders held on June 8, 2026. The meeting saw strong stockholder participation, with approximately 85.51% of the combined voting power of Class A and Class B common stock represented, establishing a quorum. Stockholders voted on four key proposals, all of which passed with substantial support, indicating alignment between management and shareholders on critical corporate governance matters. Key approvals include the election of a Class I director, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026, and advisory approval of executive compensation. Notably, stockholders also voted in favor of holding future advisory votes on executive compensation annually. These outcomes suggest a stable governance environment and continued confidence in the company's chosen auditors and executive compensation structure.

Jun 10, 2026 8-K

CoreWeave 8-K Report, Material Agreement (May 18, 2026)

CoreWeave, Inc. (Nasdaq: CRWV) disclosed on May 18, 2026 that its indirect subsidiary, CoreWeave Financing DDTL V, LLC, entered into a $3.1 billion delayed draw term loan facility (the "DDTL 5.0 Facility") on May 15, 2026, with Morgan Stanley Senior Funding as administrative agent and MUFG Bank as co-lead arranger. The facility is intended to fund capital expenditures for GPU servers and related infrastructure needed to perform certain customer contracts. Draws are available until a commitment termination date in September 2026, with a final maturity of November 15, 2031 (about 5.5 years). Pricing is SOFR plus a 4.50% margin, with a 0.50% undrawn fee, and the company stated pricing tightened by 50 basis points during syndication. The facility is fully guaranteed by the parent, CoreWeave, Inc., and secured by substantially all assets of the borrower and its subsidiaries, along with a pledge of the borrower's equity. The key financial covenant is a debt service coverage ratio of at least 1.35x, which begins the first full calendar month after the earlier of commitments being reduced to zero or September 30, 2026. The agreement also includes customary negative covenants, cross-default provisions, a change-of-control event of default, and events of default tied to adverse events affecting certain material contracts. Management characterized the deal as the first publicly syndicated HPC infrastructure-backed delayed draw term loan, rated Ba2 by Moody's and BB+ by Fitch. Proceeds support infrastructure for two customer contracts that the company describes as non-investment grade, which is a relevant credit consideration for investors. The company also said it has raised more than $20 billion of debt and equity capital year-to-date, following the $8.5 billion investment-grade-rated DDTL 4.0 facility.

May 18, 2026 8-K

Material AgreementsFinancial EventsOther Events+1

CoreWeave 8-K Report, Financial Results (May 7, 2026)

CoreWeave reported first-quarter 2026 revenue of $2.08 billion, up about 112% from $982 million a year earlier, and ended the quarter with revenue backlog of $99.4 billion. Management called it the strongest bookings quarter in company history, highlighted by a new $21 billion Meta commitment signed in March and a multi-year agreement with Anthropic. The company also said it surpassed 1 GW of active power and expanded contracted power by more than 400 MW to over 3.5 GW. The press release did not include forward guidance, which was deferred to the earnings call. Profitability weakened on a GAAP and adjusted basis. Operating loss widened to $144 million (7% margin) from $27 million, and net loss grew to $740 million from $315 million. Interest expense, net, more than doubled to $536 million. Adjusted EBITDA rose to $1.16 billion, but its margin fell to 56% from 62%, and adjusted operating income dropped to $21 million from $163 million. Depreciation and amortization of $1.15 billion, up from $443 million, is the main driver of the gap between EBITDA and operating income, reflecting the rapid build-out of data center capacity. The balance sheet reflects an aggressive capital cycle. Capital expenditures on property and equipment were $7.7 billion, against operating cash flow of $3.0 billion, implying negative free cash flow of roughly $4.7 billion. Total debt (current and non-current) rose to about $24.9 billion from $21.4 billion at year-end, and cash and equivalents declined to $2.2 billion from $3.1 billion. Partial offsets included a $2 billion private placement of Class A common stock to NVIDIA and an $8.5 billion investment-grade DDTL 4.0 facility. Investors will be focused on whether backlog conversion and pricing can support this funding need.

May 7, 2026 8-K

CoreWeave 8-K Report, Material Agreement (Apr 21, 2026)

On April 21, 2026, CoreWeave, Inc. (Nasdaq: CRWV) closed a $1.0 billion add-on private placement of 9.750% Senior Notes due October 1, 2031, sold under Rule 144A and Regulation S. The notes were issued at 102.000% of par, so the company received roughly 102% of face value before fees. They are fungible with the $1.75 billion of identical notes issued April 14, 2026, bringing total notes outstanding under the indenture to $2.75 billion. The company says proceeds will go to general corporate purposes, including repaying outstanding indebtedness, and to pay offering fees and expenses. The filing does not break out which debt will be repaid, so investors should look to the next periodic report for the specific facilities retired and any change in the company's leverage profile. Interest is 9.750% per annum, paid semi-annually on April 1 and October 1, with the first payment due October 1, 2026, and interest accruing from April 14, 2026. The notes are senior unsecured obligations guaranteed by certain wholly owned subsidiaries, including future domestic subsidiaries that guarantee the existing revolving credit facility. The indenture contains customary covenants limiting additional debt, restricted payments, liens, asset sales, affiliate transactions, and mergers. Redemption is at make-whole before October 1, 2028, with up to 40% redeemable from equity proceeds before that date. A 101% change-of-control put applies. The 9.750% coupon is high for an issuer of this type and signals a meaningful cost of debt, which investors will likely weigh against the company's capital-intensive AI infrastructure growth plans.

Apr 21, 2026 8-K

Securities & ListingRegulation FDExhibits & Filings

CoreWeave 8-K Report, Unregistered Securities Sale (Apr 15, 2026)

CoreWeave (CRWV) disclosed two related transactions with Jane Street Global Trading, LLC, announced April 15, 2026. First, the company sold 9,174,311 shares of Class A common stock at $109.00 per share, for aggregate cash proceeds of about $1.0 billion, in a private placement under Section 4(a)(2) of the Securities Act. Jane Street received limited piggyback registration rights for the shares. Second, Jane Street committed approximately $6 billion to use CoreWeave's AI cloud platform, including access to NVIDIA Vera Rubin-based compute across multiple facilities, expanding an existing relationship. For investors, the key points are the scale of the contracted commitment and the equity infusion. A roughly $6 billion customer commitment from a sophisticated, technology-driven trading firm is a significant revenue visibility signal, and the $1 billion equity investment provides balance-sheet funding while also signaling strategic confidence from a major customer. The filing does not disclose the timing or revenue recognition schedule of the $6 billion commitment, whether it is take-or-pay, or the contract term, so the revenue impact cannot be modeled from this document alone. The main offsetting consideration is dilution and shareholder impact. The filing does not state CoreWeave's total shares outstanding, so the percentage dilution cannot be calculated from this 8-K. The $109.00 price and the registration rights also mean the new shares could enter the market later, which may weigh on the stock. Investors should review the company's next periodic report for share count, the purchase agreement itself (which is not included here), and any disclosure on how the proceeds will be used.

Apr 15, 2026 8-K

Material AgreementsFinancial EventsSecurities & Listing+1

CoreWeave 8-K Report, Material Agreement (Apr 14, 2026)

CoreWeave, Inc. (CRWV) has filed an 8-K detailing significant financing activities, including the private offering of $1.75 billion in 9.750% Senior Notes due 2031 and $4 billion in 1.75% Convertible Senior Notes due 2032. The proceeds from these offerings are earmarked for general corporate purposes, including the repayment of outstanding indebtedness and the costs associated with the offerings themselves. The Senior Notes are guaranteed by certain wholly-owned subsidiaries and mature in 2031, carrying a semi-annual interest payment. The Convertible Notes, also guaranteed by certain subsidiaries, mature in 2032 and are convertible into CoreWeave's Class A common stock under specific conditions, with an initial conversion price representing a premium to the recent stock price. Additionally, CoreWeave has entered into capped call transactions to mitigate potential dilution from the convertible notes.

Apr 14, 2026 8-K

Regulation FDOther EventsExhibits & Filings

CoreWeave 8-K Report, Regulation FD Disclosure (Apr 9, 2026)

On April 9, 2026, CoreWeave (CRWV) announced two concurrent private offerings under Rule 144A and Regulation S: $1,250 million of senior unsecured notes due 2031 and $3,000 million of convertible senior notes due 2032, with an option for initial purchasers to buy up to an additional $450 million of the convertible notes. Both are guaranteed by certain wholly-owned subsidiaries. The company's stated uses are general corporate purposes, including repayment of existing debt, plus fees and expenses. For the convertible notes, a portion of proceeds will fund capped call transactions that are intended to reduce dilution from conversions. The deck's sources and uses show roughly $4.25 billion of total sources and uses, which is intended to support continued capital expenditures for AI infrastructure. Pricing, coupon, and conversion terms have not yet been set. They will be determined at pricing, so investors should treat the economics as provisional. The filing is a financing event, not a change in operating results. Its importance lies in the leverage picture. The supplemental deck shows total debt of about $21.6 billion at 12/31/2025 (7.0x FY25 Adjusted EBITDA of $3.1 billion). On an as-adjusted basis for these notes, the deck shows about $34.4 billion of total debt, or 3.3x LTM Run-Rate Adjusted EBITDA of $16.1 billion. That run-rate figure is a non-GAAP measure that adds $13.0 billion of projected pre-tax profits from new contracts, so it is a forward-looking estimate and not a reported result. Investors should weigh the company's $60.7 billion in remaining performance obligations and contract backlog against its high-cost debt stack, which includes existing 9.25% notes due 2030 and 9.00% notes due 2031 and secured delayed-draw term loans. The convertible tranche gives the company flexibility. CoreWeave can settle conversions in cash, shares of Class A common stock, or a combination of both, at its election. The capped calls are designed to limit dilution up to a cap price, though the exact cap will be set at pricing. The 8-K also notes that option counterparty hedging activity could affect CRWV's share price and the notes' trading around pricing and conversion periods. Investors should review the preliminary offering memorandum, the final pricing terms, and the expected use of proceeds in the 2025 10-K before drawing conclusions about dilution or credit quality.

Apr 9, 2026 8-K

Regulation FDOther EventsExhibits & Filings

CoreWeave 8-K Report, Regulation FD Disclosure (Apr 9, 2026)

CoreWeave (Nasdaq: CRWV) disclosed in an 8-K filed April 9, 2026 that it entered into a new order form with Meta Platforms on March 31, 2026, under the existing Master Services Agreement dated December 10, 2023. Under the order form, Meta has initially committed to pay approximately $21 billion, covering new computing capacity through December 20, 2032 and the exercise of an existing option for additional capacity under a prior order form through April 10, 2032. The commitment is subject to termination provisions and to CoreWeave meeting delivery and service-availability requirements, so it should be read as contracted but conditional revenue rather than guaranteed cash flow. The deal significantly expands CoreWeave's relationship with one of its largest customers and adds long-dated, multi-year revenue visibility. The press release states the dedicated capacity will be deployed across multiple locations and will include some of the initial deployments of NVIDIA's Vera Rubin platform, which signals both deployment scale and proximity to next-generation hardware. Meta will use the capacity to scale inference workloads, a use case that could support durable, recurring demand. The filing is light on financial detail: it does not disclose margins, capital expenditure requirements, the expected revenue recognition schedule, or the portion of the $21 billion attributable to each component. Investors should note the customer concentration this implies, the capital intensity of delivering Vera Rubin-class capacity on schedule, and the fact that the MSA itself is only terminable for cause, which provides some contractual stability but still depends on performance against delivery obligations.

Apr 9, 2026 8-K

CoreWeave 8-K Report, Material Agreement (Mar 31, 2026)

On March 31, 2026, CoreWeave, Inc. (Nasdaq: CRWV) disclosed that its indirect subsidiary, CoreWeave Compute Acquisition Co. VIII, LLC, entered into an $8.5 billion delayed draw term loan facility (the "DDTL 4.0 Facility") on March 30, 2026, with MUFG Bank, Ltd. as administrative agent. The facility was arranged primarily to fund capital expenditures for GPU servers and related infrastructure needed to perform a customer contract. Borrowings can be drawn until June 2027 and mature on March 31, 2032. The company says the facility is initially sized at about $7.5 billion, with capacity to reach $8.5 billion as underlying assets stabilize. The headline for investors is the credit profile. The company reports that the facility received A3 (Moody's) and A (low) (DBRS) ratings, which it describes as the first investment-grade rating for a financing secured by HPC infrastructure and an associated customer contract. Pricing is SOFR plus 2.25% on the floating tranche and about 5.9% on the fixed tranche, per the press release. The company frames this as evidence of a lower cost of capital. The facility is non-recourse at the subsidiary level, secured by substantially all assets of the borrower, and backed by a parent guarantee that is limited to specified "bad acts," so the parent's exposure is narrower than a full guarantee. The main watch items are the 1.15x minimum debt service coverage ratio covenant, which starts after the earlier of full commitment reduction or June 30, 2027, along with the usual cross-default, change-of-control, and material-contract event-of-default provisions. The filing does not disclose the amount drawn to date or the total debt service requirements, so investors cannot yet judge how much leverage the facility will add. The 8-K also does not quantify the customer contract. Together with roughly $28 billion of equity and debt financing commitments cited over the past 12 months, the facility signals continued reliance on secured, asset-backed debt to fund buildout.

Mar 31, 2026 8-K

Securities & ListingRegulation FDOther Events+1

CoreWeave 8-K Report, Financial Results (Feb 26, 2026)

CoreWeave (CRWV) reported fiscal 2025 revenue of $5,131 million, up about 168% from $1,915 million in 2024, and said it became the fastest cloud in history to reach $5 billion in annual revenue. Fourth-quarter revenue was $1,572 million, up about 110% from $747 million. Revenue backlog reached $66.8 billion as of December 31, 2025, more than four times the level at the start of the year. Active power capacity rose by about 260 MW in the quarter to more than 850 MW, and contracted power grew to about 3.1 GW. Profitability weakened sharply on a GAAP basis. Full-year operating loss was $46 million, versus operating income of $324 million in 2024, and the operating margin moved to (1)% from 17%. Net loss widened to $1,167 million from $863 million, and diluted loss per share was $2.81. Fourth-quarter operating loss was $89 million and net loss was $452 million. Interest expense, net, rose to $1,229 million for the year from $361 million, and depreciation and amortization climbed to $2,454 million. Adjusted EBITDA was $3,093 million (60% margin), but adjusted operating income fell to a 13% margin from 19%, and adjusted net loss was $606 million. Cash flow is heavily tied to buildout: capital expenditures were $10.3 billion, operating cash flow was $3.1 billion, and total debt (current plus non-current) was about $21.4 billion at year-end against $3.1 billion of cash and equivalents. The filing itself contains no forward guidance; the company said it would provide guidance on its earnings call, so investors should review the transcript and webcast for 2026 targets. The key investor questions are whether backlog converts to revenue on schedule, whether margins recover as capacity comes online, and whether the company can keep financing rapid capacity growth with debt and convertible notes.

Feb 26, 2026 8-K

CoreWeave 8-K Report, Unregistered Securities Sale (Jan 26, 2026)

On January 26, 2026, CoreWeave (CRWV) disclosed a strategic expansion of its relationship with NVIDIA alongside a $2 billion private placement. NVIDIA purchased 22,935,780 newly issued Class A common shares at $87.20 per share, completed January 23, 2026, in a transaction exempt from registration under Section 4(a)(2). The equity investment is paired with a collaboration framework under which CoreWeave aims to accelerate the buildout of more than 5 gigawatts of AI factories by 2030, developed and operated by CoreWeave on NVIDIA's computing platform. The collaboration goes beyond capital. NVIDIA intends to leverage its financial strength to help CoreWeave procure land, power, and shell for new sites, which could ease a key bottleneck in data center expansion. CoreWeave will also adopt multiple NVIDIA generations, including the Rubin platform, Vera CPUs, and BlueField storage systems, and will test its SUNK and Mission Control software for inclusion in NVIDIA's reference architectures for cloud partners and enterprises. That last point could broaden CoreWeave's software distribution beyond its own platform. For investors, the key takeaways are the validation implied by NVIDIA's direct equity commitment, the non-dilutive-looking but meaningful dilution from roughly 22.9 million new shares, and the ambitious 5 GW target. However, the filing explicitly states that the framework is non-binding in several respects: future agreements, order forms, and closing conditions may not be finalized or may differ from what is described. The 5 GW goal therefore should be viewed as a management aspiration rather than a committed backlog, and execution risk, capital needs, and customer demand remain central to the investment case.

Jan 26, 2026 8-K

Material Agreements

CoreWeave 8-K Report, Material Agreement (Jan 2, 2026)

CoreWeave, Inc. (CRWV) has filed an 8-K detailing an amendment to its DDTL 3.0 Credit Agreement and related Guarantee and Pledge Agreement, originally dated July 28, 2025. This First Amendment, entered into on December 31, 2025, primarily adjusts financial covenants to better align with anticipated hardware delivery timelines previously discussed by the company. Key modifications include a reduced minimum liquidity requirement for early 2026 and postponed testing dates for significant financial covenants. For investors, the core takeaway is a recalibration of financial flexibility. The company has secured more accommodating terms regarding liquidity and covenant testing, which is designed to support its growth trajectory amidst potential fluctuations in delivery schedules. The amendment also introduces more lenient equity cure provisions for certain financial covenants, providing a buffer as the company scales its operations. Overall, this filing signals a proactive approach by CoreWeave to manage its financial obligations in line with its operational expansion.

Jan 2, 2026 8-K

Material AgreementsSecurities & ListingOther Events+1

CoreWeave 8-K Report, Material Agreement (Dec 11, 2025)

On December 11, 2025, CoreWeave (CRWV) closed a private Rule 144A offering of $2.5875 billion aggregate principal of 1.75% Convertible Senior Notes due December 1, 2031, including the full exercise of the initial purchasers' $337.5 million option. The notes are general senior unsecured obligations, guaranteed by the same subsidiaries that guarantee its existing 9.250% Senior Notes due 2030 and 9.000% Senior Notes due 2031. Net proceeds were approximately $2,542.2 million before offering expenses. CoreWeave used a portion to buy capped call transactions costing about $340.0 million, and intends to use the remainder for general corporate purposes. The notes are cash-, share-, or combination-settled at CoreWeave's election, which gives the company flexibility over dilution. The initial conversion price is approximately $107.80 per share, a 25% premium to the $86.24 closing price on December 8, 2025. The conversion rate is 9.2764 shares per $1,000 principal, and the maximum issuable shares upon full conversion, including the make-whole-type rate increase, are about 30.0 million. The capped calls have a cap price of $215.60 (150% premium), which offsets dilution up to that level. Above the cap, dilution and cash-settlement exposure would return. Redemption is not permitted before December 5, 2028, and then only if the stock trades at or above 130% of the conversion price for a specified period. For investors, the key takeaways are a low coupon that lowers near-term interest cost, a meaningful increase in total debt that adds to CoreWeave's already substantial leverage, and dilution that is largely mitigated by the capped calls within the stated price range. Holders have put rights on a fundamental change at par, and the notes include standard covenants and cross-default protections. The filing itself does not report operating results or cash flow, so the leverage impact should be assessed alongside CoreWeave's periodic reports.

Dec 11, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

CoreWeave 8-K Report, Financial Results (Nov 10, 2025)

CoreWeave (CRWV) reported Q3 2025 revenue of $1.36 billion, up roughly 134% year over year from $584 million, with nine-month revenue of $3.56 billion. Growth came with margin compression: GAAP operating income fell to $51.9 million (4% margin) from $117.1 million (20%), while adjusted EBITDA rose to $838 million (61% margin, versus 65% a year earlier) and adjusted operating income reached $217 million (16% margin, versus 21%). GAAP net loss narrowed to $110 million ($0.22 per share) from $360 million ($1.82 per share) a year earlier, but that comparison was distorted by a $341 million fair-value loss in Q3 2024 that did not recur. Adjusted net loss was $41 million, compared with adjusted net income of $0.1 million a year earlier. The most important datapoint for investors is the revenue backlog, which nearly doubled to $55.6 billion as of September 30, 2025. Management cited new commitments including an up-to-$14.2 billion multi-year Meta deal, an up-to-$6.5 billion expansion with OpenAI (bringing total OpenAI commitments to up to $22.4 billion), and a $6.3 billion strategic collaboration with NVIDIA. Contracted power reached roughly 2.9 GW, with about 590 MW active after adding roughly 120 MW in the quarter. The balance sheet and funding picture is the main area of risk. Interest expense, net, rose to $311 million in the quarter from $104 million, and total debt (current plus non-current) reached about $14.0 billion. Capital expenditures were $3.28 billion in the quarter and $6.25 billion year to date, and operating cash flow for the nine months was $1.50 billion, well below capex. The company is funding the buildout through debt, including a $1.75 billion 9.0% senior notes offering and a $2.6 billion DDTL 3.0 facility, plus equity from its IPO. Total stockholders' equity turned positive at $3.88 billion. Management did not provide forward guidance in this filing; it was deferred to the earnings call.

Nov 10, 2025 8-K

CoreWeave 8-K Report, Agreement Terminated (Oct 31, 2025)

CoreWeave (CRWV) disclosed in an 8-K dated October 30, 2025 that its proposed all-stock acquisition of Core Scientific, Inc. has been terminated. The merger agreement, signed July 7, 2025, would have made Core Scientific a wholly owned subsidiary of CoreWeave. At a Core Scientific special stockholder meeting on October 30, 2025, the requisite stockholders did not approve the merger proposal, and Core Scientific terminated the agreement effective immediately under its terms. The filing reports the outcome, not a financial impact, and no termination fee or other payment obligation is disclosed in the filing text provided. Management framed the outcome as a respect for Core Scientific shareholders' views. CEO Michael Intrator said CoreWeave's strategy is unchanged, that the company will keep executing its roadmap, and that it will pursue opportunistic and strategic M&A. The companies also said they will continue their longstanding commercial partnership, in which CoreWeave is a major customer of Core Scientific's data center capacity, and collaborate on shared opportunities. For investors, the key takeaways are that a large, announced growth transaction is off the table, that the strategic relationship continues, and that the filing itself leaves open questions about any termination costs, the effect on CoreWeave's capacity pipeline, and how management will redeploy its M&A ambitions. Investors should review the Core Scientific 8-K for final vote tallies and any fee-related disclosures in the merger agreement.

Oct 31, 2025 8-K

Other Events

CoreWeave 8-K Report, Corporate Update (Oct 6, 2025)

CoreWeave, Inc. (CRWV) announced a significant financial development via an 8-K filing on October 6, 2025, detailing the termination of a substantial put right associated with its legacy Series C convertible preferred stock. Holders of these "Put Shares" possessed the right to demand the repurchase of their shares for approximately $1.2 billion on the first trading day after March 31, 2027. This filing confirms that a "Termination Event" occurred on September 25, 2025, automatically nullifying this put right.

Oct 6, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

CoreWeave 8-K Report, Material Agreement (Oct 2, 2025)

CoreWeave, Inc. (CRWV), through its subsidiary CoreWeave Compute Acquisition Co., IV, LLC (CCAC IV), has executed a Fifth Amendment to its existing Credit Agreement dated May 16, 2024. This amendment, effective September 29, 2025, introduces an additional $3.0 billion in delayed draw term loans (Fifth Amendment DDTL). These new funds are earmarked for the acquisition and maintenance of essential equipment, hardware, and infrastructure to support the services offered to both investment-grade and unrated strategic customers. The Fifth Amendment DDTL will be available for draws until March 2026, with each drawn amount maturing five years from its respective draw date. This significant capital infusion positions CoreWeave to expand its operational capacity and further serve its growing client base, particularly in the demanding AI and cloud computing sectors. Investors should note the strategic intent behind this financing, which is to directly fuel asset acquisition for customer-facing services.

Oct 2, 2025 8-K

Material AgreementsExhibits & Filings

CoreWeave 8-K Report, Material Agreement (Sep 30, 2025)

CoreWeave, Inc. (CRWV) has announced a significant expansion of its cloud computing services agreement with Meta Platforms, Inc. (Meta). This new development, formalized through an order form under their existing Master Services Agreement (MSA), commits Meta to approximately $14.2 billion in cloud computing capacity through December 2031, with an option to extend and materially expand this commitment through 2032. This substantial commitment underscores Meta's ongoing and increasing demand for CoreWeave's specialized cloud infrastructure, likely driven by advancements in AI and high-performance computing. The agreement positions CoreWeave for significant revenue growth and solidifies its strategic importance as a key cloud provider for major technology players.

Sep 30, 2025 8-K

Material AgreementsExhibits & Filings

CoreWeave 8-K Report, Material Agreement (Sep 25, 2025)

CoreWeave, Inc. (CRWV) has filed an 8-K report announcing a significant new agreement with OpenAI OpCo, LLC ("OpenAI") through a new order form under their existing Master Services Agreement (MSA). This new order form commits OpenAI to approximately $6.5 billion in cloud computing capacity through May 31, 2031. This represents a substantial expansion of their partnership and underscores CoreWeave's role as a key provider of critical infrastructure for leading AI companies. This development is highly positive for CoreWeave, significantly bolstering its future revenue visibility and reinforcing its market position. The long-term commitment from a major player like OpenAI provides a strong foundation for continued growth and investment. Investors should note that while the total commitment is substantial, payments are tied to fulfillment of reserved capacity orders and are subject to the terms and conditions of the MSA, including termination clauses.

Sep 25, 2025 8-K

Material Agreements

CoreWeave 8-K Report, Material Agreement (Sep 15, 2025)

CoreWeave, Inc. has entered into a significant new order form with NVIDIA Corporation, valued at $6.3 billion, under their existing Master Services Agreement (MSA). This agreement, effective September 9, 2025, primarily focuses on the sale of reserved cloud computing capacity by CoreWeave to its customers. A key element for investors is NVIDIA's commitment to purchase any unsold cloud computing capacity from CoreWeave through April 13, 2032, provided certain delivery and availability conditions are met. This substantial agreement underscores the strong demand for CoreWeave's cloud computing services and solidifies a crucial partnership with NVIDIA, which is also a supplier of GPUs and a stockholder. The long-term nature of this commitment, extending nearly eight years, provides considerable revenue visibility and operational stability for CoreWeave, while securing access to potentially underutilized capacity for NVIDIA. The filing also details standard termination clauses for breach or insolvency.

Sep 15, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

CoreWeave 8-K Report, Financial Results (Aug 12, 2025)

CoreWeave (CRWV) reported second-quarter 2025 results on August 12, 2025, with revenue of $1.21 billion, up roughly 207% year over year from $395 million, and revenue backlog of $30.1 billion as of June 30, 2025. Growth was strong, but profitability compressed sharply: GAAP operating income fell to $19 million (a 2% margin versus 20% a year earlier) as technology and infrastructure costs and G&A ballooned, and net loss was $291 million, or $(0.60) per share. Adjusted EBITDA of $753 million (62% margin) and adjusted operating income of $200 million (16% margin) are the company's preferred metrics, but investors should note that interest expense of $267 million and depreciation and amortization of $559 million weigh heavily on the GAAP bottom line. Cash flow and balance sheet dynamics warrant close attention. Operating cash flow was negative $251 million in the quarter, and capital expenditures were $2.45 billion, funded largely by debt. Total debt across current and non-current lines reached roughly $11.05 billion at quarter-end, and the company raised $2 billion of 9.25% senior unsecured notes due 2030 during the period. Accounts receivable rose to $1.93 billion from $417 million at year-end 2024, and total assets grew to $26.2 billion, with goodwill and intangibles increasing following the Weights & Biases acquisition. Operationally, CoreWeave ended the quarter with about 470 MW of active power and 2.2 GW of total contracted power, and highlighted a $4 billion expansion with OpenAI on top of a previously announced $11.9 billion deal. The 8-K also discloses that IPO lock-up restrictions are expected to expire at the close of trading on August 14, 2025, which could add meaningful share supply to the market shortly after earnings. Investors should weigh the strong demand and backlog against rising leverage, heavy capital intensity, and the gap between non-GAAP and GAAP profitability.

Aug 12, 2025 8-K

CoreWeave 8-K Report, Material Agreement (Jul 31, 2025)

CoreWeave (CRWV) closed a $2.6 billion delayed draw term loan facility, designated the DDTL 3.0 Facility, through its subsidiaries CoreWeave Compute Acquisition Co. V, LLC and CoreWeave Compute Acquisition Co. VII, LLC. The credit agreement was signed July 28, 2025, and the closing was announced July 31, 2025. The facility is led by Morgan Stanley and MUFG, with Goldman Sachs as a joint lead arranger, and is primarily intended to fund GPU servers and related infrastructure needed to deliver services under a long-term customer contract, which the press release identifies as OpenAI. Availability runs until a July 2026 commitment termination date, with a maturity of August 21, 2030. Pricing is SOFR + 4.00% for SOFR loans, or a base rate plus a 3.00% margin for base rate loans, with a 0.50% annual undrawn fee. Management frames the deal as evidence of progress in lowering its cost of capital, and the company cites more than $25 billion in total capital commitments raised over the past 18 months. The facility follows a $1.75 billion Senior Notes offering closed on July 28, 2025. Investors should note that the loan is secured by substantially all assets of CCAC VII and a pledge of its equity, that only CCAC VII obligations are guaranteed by the parent, and that the covenants include a 1.40x debt service coverage ratio starting April 2027 and a 0.85x contract realization ratio tested monthly. Customer-concentration risk tied to OpenAI, plus the ability to meet these covenants, are the key items to monitor.

Jul 31, 2025 8-K

CoreWeave 8-K Report, Material Agreement (Jul 28, 2025)

On July 25, 2025, CoreWeave, Inc. (Nasdaq: CRWV) closed a $1,750 million offering of 9.000% Senior Notes due February 1, 2031, issued under an indenture with Wilmington Trust, National Association, as trustee. The notes are guaranteed on a senior unsecured basis by certain wholly owned subsidiaries, including future domestic restricted subsidiaries that guarantee the company's existing revolving credit facility. Proceeds are earmarked for general corporate purposes, including repayment of outstanding indebtedness, and to cover offering fees and expenses. The filing does not disclose the use of proceeds in detail or the size of any specific debt being refinanced, so investors should look to subsequent filings for that information. The key credit terms are a 9.000% coupon paid semi-annually, with a make-whole call before February 1, 2028, call prices thereafter per the indenture, and an option to redeem up to 40% of principal before that date with net proceeds from certain equity offerings. Holders have a 101% change-of-control put. The indenture contains customary restrictions on additional debt, restricted payments, liens, asset sales, affiliate transactions, mergers, and designation of unrestricted subsidiaries. The 9.000% coupon is high for senior unsecured debt, which signals the market's pricing of CoreWeave's leverage and risk profile, and the debt load will increase interest expense in the coming periods. The 8-K is primarily a disclosure of a financing event rather than an operating update, and it contains no new financial results, guidance, or customer information. For investors, the central questions are the company's total leverage after this issuance, its interest coverage, and how management plans to use the refinancing to lower its cost of capital over time. The filing's forward-looking statements reference the company's Q1 2025 10-Q risk factors, which should be reviewed alongside this notice.

Jul 28, 2025 8-K

CoreWeave 8-K Report, Regulation FD Disclosure (Jul 22, 2025)

CoreWeave, Inc. (Nasdaq: CRWV) announced on July 22, 2025 that it priced a private offering of senior unsecured notes upsized by $250 million to $1,750 million aggregate principal amount. The notes carry a 9.000% coupon, mature February 1, 2031, are issued at par, and are guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries. Closing is expected July 25, 2025, subject to customary conditions. The offering was made only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, so the notes are unregistered. The company states that proceeds will fund general corporate purposes, including repayment of outstanding indebtedness, and pay offering fees and expenses. The filing does not break out how much debt will be repaid or which facilities are targeted, so investors should look to subsequent filings for detail. The 9.000% coupon is a high rate for senior unsecured debt, which signals the market's pricing of CoreWeave's credit risk and the cost of its capital-intensive AI cloud buildout. The upsize suggests solid investor demand at pricing. The main investor considerations are the higher interest burden, the unsecured ranking behind any secured capacity financing, and the company's ability to complete the offering on favorable terms, as noted in the forward-looking statements. This is a Regulation FD disclosure with a press release attached as Exhibit 99.1. It does not include new financial results.

Jul 22, 2025 8-K

CoreWeave 8-K Report, Regulation FD Disclosure (Jul 21, 2025)

On July 21, 2025, CoreWeave (Nasdaq: CRWV) announced its intention to offer $1,500 million of senior unsecured notes due 2031 in a private offering to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. The notes will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries. The company states the proceeds will go to general corporate purposes, including repayment of outstanding indebtedness, and to pay offering fees and expenses. The filing is a Regulation FD disclosure, so no financial statements were filed with it; the offering terms (pricing, coupon, final size) were not yet set. The supplemental investor materials (Exhibit 99.2) show the financing is primarily a refinancing and balance-sheet expansion. As of March 31, 2025, CoreWeave had $1,276 million of cash and $8,559 million of total debt. Pro forma for recent transactions (including the $2,000 million 9.250% Senior Notes due 2030, the repayment of the $1,000 million 2024 Term Loan, and DDTL-2 borrowings), total debt would be about $10,722 million. Adding the new notes in full would bring pro forma total debt to roughly $11,772 million and cash to about $4,701 million, with the company citing $1,721 million of 1Q'25 LTM Adjusted EBITDA against a $1,049 million LTM net loss. Investors should weigh the growth-financing context against leverage and profitability. The materials project net debt of about $17.3 billion (3.0x run-rate Adjusted EBITDA of $5.8 billion), and that projection depends on $4.1 billion of anticipated run-rate contract profits and synergies from the pending Core Scientific acquisition, which may not close. Debt is rising quickly, and the company reported a GAAP net loss over the trailing twelve months, so the outcome of the offering and the realization of those projected figures will matter for credit and equity holders.

Jul 21, 2025 8-K

Material AgreementsExhibits & Filings

CoreWeave 8-K Report, Regulation FD Disclosure (Jul 7, 2025)

On July 7, 2025, CoreWeave (CRWV) announced a definitive merger agreement to acquire Core Scientific (CORZ) in an all-stock transaction. Core Scientific stockholders will receive 0.1235 newly issued CoreWeave Class A shares for each CORZ share. The filing values the deal at approximately $9.0 billion on a fully diluted basis, implying $20.40 per CORZ share based on CoreWeave's price as of July 3, 2025. That is a premium of about 66% to Core Scientific's unaffected closing price of $12.30 on June 25, 2025. Management frames the deal as vertical integration: CoreWeave would own the data center infrastructure it currently leases, gaining about 1.3 GW of gross power and an incremental 1 GW+ of potential expansion capacity. The main financial rationale is the elimination of lease overhead. The company cites more than $10 billion of cumulative future lease payments over the next 12 years on existing contractual sites, plus an estimated $500 million of fully ramped annual run-rate cost savings by the end of 2027. Management also expects the deal to be leverage-neutral while giving CoreWeave access to infrastructure financing that could lower its overall cost of capital. Core Scientific's current stockholders would hold less than 10% of the combined company after closing. The transaction is expected to close in Q4 2025, subject to regulatory approval and approval by Core Scientific stockholders. The filing is a Regulation FD disclosure furnished under Item 7.01, and it contains extensive forward-looking-statement caveats covering integration risk, financing conditions, dilution, and development delays at conversion sites. Investors should note that this analysis reflects only the July 2025 filing and does not account for any later developments in the deal's status or terms.

Jul 7, 2025 8-K/A

CoreWeave 8-K/A Report, Material Agreement (Jul 7, 2025)

CoreWeave, Inc. (CRWV) has filed an 8-K report detailing a material definitive agreement: an Agreement and Plan of Merger. This agreement outlines the terms under which CoreWeave (referred to as 'Parent' in the filing) will acquire Core Scientific, Inc. (the 'Company') through a merger. The transaction is structured as a stock-for-stock exchange where each share of Core Scientific common stock will be converted into 0.1235 shares of CoreWeave's Class A common stock. This acquisition represents a significant strategic move for CoreWeave, likely aimed at expanding its market position and capabilities within the high-performance computing and AI infrastructure sector. The merger is subject to customary closing conditions, including Core Scientific stockholder approval, the effectiveness of a registration statement for CoreWeave's shares, and regulatory approvals such as the Hart-Scott-Rodino Act. The agreement also details the treatment of Core Scientific's outstanding equity awards, stock options, warrants, and convertible notes, which will be converted into equivalent instruments or cash consideration based on the exchange ratio and specific terms. Investors should note the potential termination fees and the long-stop date of April 7, 2026, for the completion of the merger.

Jul 7, 2025 8-K

CoreWeave 8-K Report, Material Agreement (May 28, 2025)

CoreWeave, Inc. (Nasdaq: CRWV) completed a $2.0 billion private offering of 9.250% Senior Notes due June 1, 2030, issued May 27, 2025 under an indenture with Wilmington Trust, National Association, as trustee, and announced the closing on May 28, 2025. The notes are guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC and by certain future domestic restricted subsidiaries that guarantee the company's existing revolving credit facility. Proceeds are earmarked for general corporate purposes, including repayment of outstanding indebtedness, and to cover offering fees and expenses. The coupon of 9.250% is high-yield in nature, payable semi-annually on June 1 and December 1 beginning December 1, 2025. The filing does not disclose a specific use of proceeds beyond debt repayment and general purposes, so investors should consider how the new debt affects the company's overall leverage and interest burden, particularly given its capital-intensive AI infrastructure build-out. The notes were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, meaning they are not registered with the SEC. Key protective terms include make-whole redemption before June 1, 2027, a right to redeem up to 40% from certain equity offering proceeds before that date, a 101% change-of-control put, and customary incurrence covenants limiting additional debt, restricted payments, liens, asset sales, affiliate transactions, mergers, and unrestricted subsidiary designations. These covenants are subject to exceptions set out in the indenture, which should be reviewed in full (Exhibits 4.1 and 4.2) for detail.

May 28, 2025 8-K

CoreWeave 8-K Report, Regulation FD Disclosure (May 21, 2025)

CoreWeave, Inc. (Nasdaq: CRWV) announced on May 21, 2025 that it priced a private offering of $2.0 billion of 9.25% senior unsecured notes due June 1, 2030, upsized by $500 million from the previously announced size. The notes will be issued at par and guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC, a wholly-owned subsidiary. Closing is expected on May 27, 2025, subject to customary conditions. The offering was made only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, so the notes are not registered with the SEC. The primary stated use of proceeds is general corporate purposes, including repayment of outstanding indebtedness, plus fees and expenses. The filing does not break down how much debt will be repaid versus retained, so investors cannot yet judge the net effect on leverage or liquidity. The 9.25% coupon is a high fixed rate for senior unsecured debt, which signals that the market prices CoreWeave's credit risk at a meaningful premium. Demand strong enough to justify a $500 million upsize is a positive signal about investor appetite for the company's debt. For investors, the key takeaways are the size of the new debt load, its high cost, and the refinancing purpose. The annual interest expense on $2.0 billion at 9.25% is roughly $185 million before any offsetting debt repayment, which should be weighed against the company's cash flow and capital needs for its AI cloud buildout. The filing is brief and provides no financial results, so readers should consult the company's latest 10-Q for the quarter ended March 31, 2025 and related risk factors.

May 21, 2025 8-K

CoreWeave 8-K Report, Regulation FD Disclosure (May 19, 2025)

CoreWeave (CRWV) announced on May 19, 2025 its intention to offer $1,500 million of senior unsecured notes due 2030 in a private Rule 144A / Regulation S offering, guaranteed on a senior unsecured basis by CoreWeave Cash Management LLC. The company says proceeds will go to general corporate purposes, including repayment of outstanding indebtedness, and to pay offering fees and expenses. The filing also discloses that CoreWeave is negotiating a new delayed draw term loan facility (DDTL 3.0) of up to $2.6 billion, to be used to buy equipment and infrastructure serving a single "strategic customer." No definitive documentation had been signed as of the filing date, and the company cautions that no assurance can be given the facility will close in that amount or at all. The supplemental investor materials (Exhibit 99.2) show the capital structure as of March 31, 2025 and a pro forma view. On an as-further-adjusted basis, total debt would be about $9.4 billion, including the new notes, against $2.3 billion of cash. The materials also present LTM Q1'25 net loss of $1.05 billion and LTM Adjusted EBITDA of $1.72 billion, a non-GAAP measure. Projected total net debt is $17.0 billion (3.3x run-rate Adjusted EBITDA of $5.2 billion). That projection includes $8.9 billion of secured debt the company expects to need to service contracts, and it relies on $3.4 billion of forward-looking run-rate profits, so it is highly speculative and should not be treated as a reported figure. For investors, the key points are the scale of leverage growth, the reliance on a concentrated strategic customer for the DDTL 3.0 financing, and the gap between reported losses and adjusted EBITDA. The filing is a notice of intent, not a completed transaction, so final pricing, size, and terms of both the notes and the DDTL 3.0 facility remain open.

May 19, 2025 8-K