Insights derived from analysing SEC filings. Independent analysis of CoreWeave, Inc. Class A common stock, not a publication of the SEC.
Figures are read from the Form 10-K for the year ended 31 December 2025, the only annual report on the record because the company listed in March 2025, with the years before it taken from the Form 424B4 prospectus of 31 March 2025, the five Forms 10-Q for the quarters ended 31 March, 30 June and 30 September 2025 and 31 March and 30 June 2026, the thirty six Forms 8-K filed since May 2025 with their earnings exhibits 99.1 and their debt offering exhibits 99.2 and 99.3, and the Forms S-1 and S-4/A carrying the customer master services agreements, on the record for central index key 1769628, together with the comparable filings of seven peers. Accession numbers for every filing used appear in the Sources appendix. Market prices are the closing prices of 4 September 2026.
CoreWeave took $2.6 billion of revenue in the quarter ended 30 June 2026, 112% more than the same quarter of 2025, and reported an operating loss of $(49) million against operating income of $19 million a year earlier. Interest expense, net was $640 million in the quarter, 24.9% of revenue, and the net loss was $626 million against $290 million. For the six months to 30 June 2026 revenue was $4.7 billion, up 112%, the operating loss $(193) million and the net loss $(1.4) billion. The year ended 31 December 2025 carried revenue of $5.1 billion, 168% higher than 2024, an operating loss of $(46) million against operating income of $324 million, and a net loss of $(1.17) billion.
Item 8 of the FY2025 10-K discloses the share of revenue held by the largest customer in each period: 67% for FY2025, 62% for FY2024 and 35% for FY2023. The 10-K and both 2026 Forms 10-Q state that the customer references A through D may represent different customers than those reported in a previous period, so each figure is the share held by the top rank in that period and no row is tied to the row above it. The largest customer's share was 45% in the quarter ended 31 March 2026 and 36% in the quarter ended 30 June 2026, with a second customer at 26% and a third at 10% in the June quarter. Item 1A of the same 10-K names Microsoft as the top customer at approximately 67% of FY2025 revenue, the one period in the series tied to a named counterparty, and restates the earlier years on an aggregate basis that is not comparable with the single customer figures: approximately 77% from the top two customers for FY2024 and approximately 73% from the top three for FY2023.
Remaining performance obligations, the transaction price allocated to undelivered performance obligations, were $103.7 billion at 30 June 2026 against $60.7 billion at 31 December 2025 and $15.1 billion at 31 December 2024. The Q2 2026 10-Q expects 41% of that balance in the 24 months to 30 June 2028, 39% in months 25 to 48 and the remainder by month 78. Revenue backlog, the releases' own measure of those obligations plus other amounts expected to be recognised under committed contracts, was approximately $104 billion at 30 June 2026 against $25.9 billion at 31 March 2025. Active power reached 1.5 GW at 30 June 2026 and total contracted power approximately 3.7 GW, against 43 data centres, over 850 MW of active power and approximately 3.1 GW contracted at 31 December 2025. Committed contracts produced 98% of revenue in the first half of 2026, and the weighted average duration of those contracts was approximately five years at 31 December 2025.
Debt on the balance sheet was $35.1 billion at 30 June 2026, net of $483 million of unamortised discount and issuance costs, against $21.4 billion at 31 December 2025 and $7.9 billion at 31 December 2024, split $31.4 billion recourse and $3.7 billion non recourse. Adding operating and finance lease liabilities gives $51.6 billion against total assets of $77.1 billion, and total liabilities were 93.5% of total assets. Cash paid for property and equipment was $14.1 billion in the six months to 30 June 2026 and $10.3 billion in FY2025, against operating cash flow of $3.7 billion and $3.1 billion. Total liquidity was $15.55 billion at 30 June 2026 against $6.86 billion at 31 December 2025. Leases signed but not yet commenced carried $35.5 billion of payments at 30 June 2026.
The six Forms 8-K carrying Item 2.02 use the same Business Outlook wording and state no revenue, margin or capital expenditure guidance figure, and none appears in Item 7 of the 10-K or in Part I Item 2 of either 2026 10-Q. The quantified forward statements on the record are the backlog and remaining performance obligation balances, the schedule over which those obligations convert, contracted and active power, and two projections furnished under Item 7.01 with debt offerings, the later of which projects $18.8 billion on a 31 March 2026 basis, 81% of it from contracts signed within the previous 24 months.
Thirty six Forms 8-K were filed between 1 May 2025 and 7 September 2026, the company's entire current report history since listing. Seventeen carry Item 1.01 and eleven of those also carry Item 2.03, five of them for delayed draw term loan facilities taken out by single purpose subsidiaries, being four new facilities of $2.6 billion to $8.5 billion and one amendment adding a $3.0 billion tranche. Two convertible issues of $2.59 billion and $4.0 billion carry a 1.75% coupon, and senior notes issued since May 2025 carry stated coupons of 8.500% to 9.750%. NVIDIA bought 22,935,780 Class A shares at $87.20 for $2 billion in January 2026 and Jane Street Global Trading bought 9,174,311 shares at $109.00 for approximately $1.0 billion in April 2026. The agreed merger with Core Scientific, Inc. was terminated on 30 October 2025 after its stockholders did not approve it.
Part II Item 1A of the Q2 2026 10-Q carries 67 risk factors under eight category headings, the same count and headings as the FY2025 10-K and the Q1 2026 10-Q, against 70 in the IPO prospectus. Seven prospectus risk factors were dropped and four added at the 10-K. Total indebtedness stated inside the indebtedness risk factor was $35.6 billion at 30 June 2026 against $21.6 billion at 31 December 2025, and cash flows dedicated to debt service were approximately $6.2 billion in the six months to 30 June 2026 against operating cash flow of $3.7 billion. One sentence of that risk factor moved from all of the debt under the credit facilities bearing interest at variable rates to the majority of it.
Class A common stock closed at $89.36 on 4 September 2026, putting the market value of all 551,536,602 shares across the three classes at $49.3 billion and of the listed Class A alone at $41.0 billion. That is 9.6 times FY2025 revenue, against 11.2 times at Microsoft, 10.2 times at Alphabet, 108.1 times at Nebius and 12.6 times at Applied Digital, each on its own most recent fiscal year. CoreWeave spent 200.9% of FY2025 revenue on property and equipment and carried the highest ratio of liabilities to assets of the eight companies compared. Under each of the three cases modelled in chapter 7 the net result stays negative through FY2028, and the sensitivity work identifies capital intensity and the operating margin as the two inputs that move it most.
CoreWeave sells cloud computing capacity built for artificial intelligence workloads. Revenue for the three months ended 30 June 2026 was $2.6 billion, against $1.2 billion for the three months ended 30 June 2025, and revenue for the six months ended 30 June 2026 was $4.7 billion, against $2.2 billion (Form 10-Q, accession 0001769628-26-000366). Revenue for the year ended 31 December 2025 was $5.1 billion, against $1.9 billion for FY2024 and $229 million for FY2023 (Form 10-K, accession 0001769628-26-000104), with the FY2022 comparative of $16 million from the IPO prospectus (Form 424B4, accession 0001193125-25-067651).
Item 1 of the 10-K describes a platform delivered through Infrastructure Services, Managed Software Services and Application Software Services, covering model training, inference, data movement and agentic workflows, with proprietary orchestration, automation and observability software marketed as CoreWeave Mission Control. The most recent capacity figures sit in the second quarter 2026 earnings release, which states that active power expanded by nearly 500 MW in the quarter to reach 1.5 GW and that total contracted power grew to approximately 3.7 GW, both at 30 June 2026 (Form 8-K, accession 0001769628-26-000362, Exhibit 99.1). At 31 December 2025 the company operated 43 data centres with over 850 MW of active power, against 32 data centres and approximately 360 MW at 31 December 2024 and 10 data centres and approximately 70 MW at 31 December 2023, and total contracted power capacity at 31 December 2025 was approximately 3.1 GW, which the 10-K states the company expects to deploy over future periods. The estate spans six countries across the United States, Europe and Canada. Headcount was 2,189 at 31 December 2025, of whom 1,967 were in the United States.
The software layer carries part of the revenue model. Item 1 lists proprietary storage services, developer tools and the Weights & Biases platform, acquired in 2025, which covers model pre training, post training, model serving and agent evaluation. Three further acquisitions followed in the same year: OpenPipe in September 2025, a platform for training agents with reinforcement learning; Marimo in October 2025, an open source notebook environment; and Monolith in November 2025, a simulation and machine learning platform aimed at industrial customers.
The 10-K states that the company "operates its business in one operating segment and, therefore, has one reportable segment", and the chief operating decision maker measures segment profit or loss using consolidated net loss, so the filings carry no segment revenue split. The disaggregations they do carry are by geography and between committed and on demand arrangements.
Customers reach the platform mainly through multi year committed contracts for a specified amount of capacity. Revenue is recognised ratably over the contract period, the initial period generally runs from one to six years, and the 10-K states that the terms of these contracts are typically structured as take or pay agreements requiring payment regardless of the level of utilisation. Customers under committed contracts often prepay, and the prepayment is recorded as deferred revenue. On demand arrangements are billed monthly in arrears on actual hourly usage of compute, storage and other services. At 31 December 2025 the weighted average duration of the committed contracts was approximately five years.
The revenue policy in the 10-K tests every arrangement against the definition of a lease as well as against the revenue standard. The company determined that either there is no identified asset or customers do not control or direct the use of the underlying hardware. On that basis the arrangements are accounted for as service contracts under ASC 606. Certain customers receive incentives or credits, which are recorded as a contra revenue asset and released against revenue as the related services are provided.
Revenue recognised in relation to customer commitments, including revenue from delivering capacity before commitment start dates, was 98% of total revenue in the three and six months ended 30 June 2026, 98% in FY2025, 96% in FY2024 and 88% in FY2023.
Long lived assets, which the filings define as property and equipment and operating lease right of use assets, were 88% located in the United States at 30 June 2026 and at 31 December 2025, and 90% at 31 December 2024, with no other single country above 10%.
Table 1.1 Share of revenue held by the largest customers in each period, as filed
The 10-K and both 2026 Forms 10-Q label these customers A through D and state that "The customer references of A through D may represent different customers than those reported in a previous period." Each row therefore stands on its own, and no row is tied to the row above it. Shares under the threshold are marked in the filings with an asterisk defined as "Customer did not represent 10% or more of revenue".
| Period | Period end | Largest customer | Second largest | Third largest | Filing |
|---|---|---|---|---|---|
| FY2022 | 31 Dec 2022 | 16% | 13% | 12% | 424B4 0001193125-25-067651 |
| FY2023 | 31 Dec 2023 | 35% | 21% | 17% | 10-K 0001769628-26-000104 |
| FY2024 | 31 Dec 2024 | 62% | 15% | below 10% | 10-K 0001769628-26-000104 |
| FY2025 | 31 Dec 2025 | 67% | below 10% | below 10% | 10-K 0001769628-26-000104 |
| Q1 2026 | 31 Mar 2026 | 45% | 20% | below 10% | 10-Q 0001769628-26-000222 |
| Q2 2026 | 30 Jun 2026 | 36% | 26% | 10% | 10-Q 0001769628-26-000366 |
One year is tied to a named counterparty. Item 1A of the 10-K states: "We recognized an aggregate of approximately 67% of our revenue from our top customer, Microsoft, for the year ended December 31, 2025." The same risk factor restates the earlier years on a different basis, approximately 77% of revenue from the top two customers for FY2024 and approximately 73% from the top three customers for FY2023. Those are aggregates across more than one customer and do not correspond to the single customer figures in Table 1.1. Chapter 6 sets out the Item 1A basis period by period in Table 6.1.
Accounts receivable, net is disclosed under the same lettering. Two customers each held 32% at 30 June 2026. At 31 December 2025 one customer held 68% and another 11%, and at 31 December 2024 one customer held 66%.
Table 1.2 Contract balances and the committed share of revenue, as filed
Amounts in the Q1 2026 and H1 2026 columns are stated year to date from 1 January 2026.
| As filed | FY2024 | FY2025 | Q1 2026 | H1 2026 |
|---|---|---|---|---|
| Revenue recognised in relation to customer commitments, share of total revenue | 96% | 98% | 98% | 98% |
| Deferred revenue at period end, current and non current | $4.1bn | $8.2bn | $7.5bn | $9.7bn |
| Revenue recognised from the opening deferred revenue balance | $225m | $780m | $304m | $554m |
The Q1 2026 10-Q attributes the fall in deferred revenue over that quarter to a reclassification of $1.3 billion to customer liabilities and to the $304 million recognised from the opening balance, partly offset by invoicing in advance of performance. Contract assets, current and non current, were $179 million at 30 June 2026, and the same note records that the balance at 31 December 2025 was not material.
The filings name the counterparties to several of the largest commitments, and chapter 5 sets out the agreements and order forms behind them. Item 1A of the 10-K records an OpenAI OpCo, LLC commitment of up to approximately $6.5 billion through 31 May 2031 and a Meta Platforms, Inc. commitment of up to approximately $14.2 billion through December 2031; Part II Item 1A of the Q2 2026 10-Q records a further Meta order form in March 2026 with an initial commitment of up to approximately $21.0 billion, inclusive of the exercise of an existing option, and states that Jane Street committed approximately $6.0 billion in April 2026. The Q3 2025 10-Q describes a separate Commercial Agreement with OpenAI entered in March 2025 under which OpenAI committed to pay up to $11.9 billion through October 2030, with the infrastructure held in a special purpose vehicle over whose equity OpenAI holds a lien and security interest on an event of default. Under that agreement CoreWeave issued 8,750,000 Class A shares to OpenAI at the IPO, valued at $350 million and recorded as a contra revenue asset released against revenue as the services are provided.
Over the first half of 2026 the top rank's share of revenue fell while the contracted base rose, from $60.7 billion of remaining performance obligations at 31 December 2025 to $103.7 billion at 30 June 2026. The A to D labels are not carried across periods, so the fall in Table 1.1 is a fall in the share held by the top rank in each period rather than a fall at one counterparty, and of the six periods in that table the filings tie only FY2025 to a named customer.
CoreWeave reported an operating loss of $49 million in the quarter ended 30 June 2026 against operating income of $19 million a year earlier, and a net loss of $626 million against $290 million. Interest expense, net was $640 million in the quarter, 24.9% of revenue, against $267 million and 22.0% a year earlier. The six months to 30 June 2026 carried an operating loss of $193 million and a net loss of $1.4 billion.
The year ended 31 December 2025 carried an operating loss of $46 million against operating income of $324 million in 2024, and a net loss of $1.17 billion against $863 million. Interest expense, net was $1.23 billion, 24.0% of revenue. Audited figures for 2024 and 2023 come from the FY2025 10-K; 2022 comes from the IPO prospectus.
Table 2.1 What changed, USD billion
| Q2 2026 | Q2 2025 | % change | FY2025 | FY2024 | % change | |
|---|---|---|---|---|---|---|
| Revenue | 2.575 | 1.212 | 112 | 5.131 | 1.915 | 168 |
| Cost of revenue | 0.879 | 0.313 | 181 | 1.453 | 0.493 | 195 |
| Technology and infrastructure | 1.507 | 0.670 | 125 | 2.929 | 0.961 | 205 |
| Sales and marketing | 0.060 | 0.036 | 67 | 0.144 | 0.018 | 700 |
| General and administrative | 0.178 | 0.174 | 2 | 0.651 | 0.119 | 447 |
| Total operating expenses | 2.624 | 1.193 | 120 | 5.177 | 1.591 | 225 |
| Operating income (loss) | (0.049) | 0.019 | (358) | (0.046) | 0.324 | (114) |
| Gain (loss) on fair value adjustments | 0 | 0 | n/a | 0.027 | (0.756) | n/a |
| Interest expense, net | (0.640) | (0.267) | 140 | (1.229) | (0.361) | 240 |
| Other income (expense), net | 0.125 | 0.006 | n/a | 0.033 | 0.049 | (33) |
| Provision for (benefit from) income taxes | 0.062 | 0.048 | 29 | (0.048) | 0.119 | (140) |
| Net loss | (0.626) | (0.290) | 116 | (1.167) | (0.863) | 35 |
| Stock based compensation | 0.165 | 0.145 | 14 | 0.630 | 0.031 | 1,932 |
Source: Form 10-K for FY2025, accession 0001769628-26-000104, and Form 10-Q for the quarter ended 30 June 2026, accession 0001769628-26-000366. The gain (loss) on fair value adjustments moved from a loss of $756 million in FY2024 to a gain of $27 million in FY2025, a movement of $783 million across a change of sign, so the percentage cell reads n/a. Depreciation and amortisation in the cash flow statement, which is not a line of the income statement, was $2.5 billion in 2025 against $863 million in 2024.
Cost of revenue rose to 34% of revenue in the June 2026 quarter from 26%, and the 10-Q attributes the $566 million increase to rent expense up approximately $335 million, data centre utilities and power up approximately $87 million, and depreciation on power installation and distribution systems up approximately $79 million. For the full year 2025 the equivalent attributions were rent up approximately $566 million, utilities up approximately $203 million and power system depreciation up approximately $84 million. Technology and infrastructure expense, which carries depreciation on servers, switches and networking equipment, took 59% of revenue in the June quarter against 55%; the 10-Q attributes approximately $752 million of its $837 million increase to depreciation and amortisation, which rose from $537 million to approximately $1.3 billion in the quarter.
Debt was $35.1 billion at 30 June 2026, net of $483 million of unamortised discount and issuance costs, against $21.4 billion at 31 December 2025 and $7.9 billion at 31 December 2024. The Q2 2026 10-Q splits it into $31.4 billion recourse and $3.7 billion non recourse.
Table 2.2 Debt by instrument, carrying amount before unamortised discount and issuance costs, USD billion
| Instrument | 30 Jun 2026 | 31 Dec 2025 | Stated rate or spread | Effective rate at 31 Dec 2025, % |
|---|---|---|---|---|
| DDTL 1.0 Facility | 1.300 | 1.553 | n/a | 15 |
| DDTL 2.0 Facility | 3.190 | 5.037 | n/a | 10 |
| DDTL 2.1 Facility | 3.000 | 2.741 | SOFR + 4.25% | 9 |
| DDTL 3.0 Facility | 2.215 | 0.340 | SOFR + 4.00% | 9 |
| DDTL 5.0 Facility | 1.101 | 0 | n/a | n/a |
| 2030 Senior Notes | 2.000 | 2.000 | 9.25% | 10 |
| 2031 9.00% Senior Notes | 1.750 | 1.750 | 9.00% | 10 |
| 2031 9.75% Senior Notes | 2.750 | 0 | 9.75% | n/a |
| 2032 9.625% Senior Notes | 1.250 | 0 | 9.625% | n/a |
| 2032 EUR Senior Notes | 2.279 | 0 | n/a | n/a |
| 2031 Convertible Senior Notes | 2.588 | 2.588 | 1.75% | 2 |
| 2032 Convertible Senior Notes | 4.000 | 0 | n/a | n/a |
| Convertible promissory notes | 0 | 0.168 | n/a | 7 |
| Revolving Credit Facility | 0 | 1.000 | n/a | 6 |
| OEM and software financing, recourse | 4.220 | 3.518 | n/a | 10 |
| Magnetar Loan | 0.189 | 0.273 | 12.00% | 12 |
| DDTL 4.0 Facility, non recourse | 2.837 | 0 | n/a | n/a |
| OEM and software financing, non recourse | 0.882 | 0.647 | n/a | n/a |
| Total carrying amount | 35.551 | 21.615 | ||
| Unamortised discount and issuance costs | (0.483) | (0.242) | ||
| Debt on the balance sheet | 35.068 | 21.373 |
Source: Note 10 of the Form 10-K for FY2025, accession 0001769628-26-000104, and Note 10 of the Form 10-Q for the quarter ended 30 June 2026, accession 0001769628-26-000366. The recourse split at 31 December 2025 is as restated in the Q2 2026 10-Q. The DDTL 2.1 and DDTL 3.0 rows carry a margin over SOFR rather than a fixed coupon, in the 10-K's own notation; the effective rate column gives what each cost at 31 December 2025. Effective rates are stated only where the 10-K gives one.
The 10-K states that the delayed draw term loan facilities are collateralised with the assets underlying the contributed contracts and the pledged contractual cash flows, generally from investment grade counterparties, that they are drawn as infrastructure is built to support customer requirements, and that they amortise as contracted cash flows are generated. Committed capacity at 30 June 2026 was $8.5 billion on the DDTL 4.0 Facility and $3.1 billion on the DDTL 5.0 Facility, alongside a $2.5 billion revolving credit facility with $2.0 billion available. Total liquidity was $15.55 billion, being $5.524 billion of cash, $15 million of marketable securities and $10.014 billion of availability under existing facilities, against $6.86 billion at 31 December 2025.
Interest expense before capitalisation was $1.22 billion in 2025 and amortisation of fees and discounts $110 million, with $182 million capitalised, giving $1.15 billion charged on debt. In the first half of 2026 those figures were $1.08 billion, $86 million and $176 million. Cash interest paid was $869 million in 2025 and $806 million in the first half of 2026.
Cash paid for property and equipment was $14.1 billion in the six months to 30 June 2026 and $10.3 billion in 2025, against operating cash flow of $3.7 billion and $3.1 billion. Capital expenditure incurred but not yet paid was a further $9.8 billion and $11.2 billion. Property, equipment and finance lease right of use assets stood at $46.7 billion net at 30 June 2026, with gross property and equipment of $33.9 billion at 31 December 2025 of which $9.4 billion was construction in progress. Both the 10-K and the Q2 2026 10-Q state that the company expects to increase, relative to 2025, its investment in technology and infrastructure including servers, network equipment and data centre related expenses.
Table 2.3 Leases and lease commitments, USD billion
| 30 Jun 2026 | 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|---|
| Operating lease right of use assets | 16.595 | 8.231 | 2.590 |
| Operating lease liability | 16.319 | 8.195 | 2.602 |
| Undiscounted operating lease payments | 29.135 | 13.618 | n/a |
| Imputed interest within those payments | 12.816 | 5.423 | n/a |
| Finance lease liability | 0.221 | 0.254 | 0.092 |
| Weighted average remaining lease term, years | 12 | 11 | 9 |
| Weighted average discount rate, % | 10 | 10 | 12 |
| Lease payments for leases signed but not yet commenced | 35.500 | 38.500 | n/a |
| Letters of credit outstanding | n/a | 0.294 | 0.533 |
| H1 2026 | FY2025 | FY2024 | |
| Operating lease cost | 0.888 | 0.825 | 0.289 |
| Variable lease cost | 0.282 | 0.252 | 0.055 |
| Finance lease cost | 0.035 | 0.054 | 0.027 |
| Cash paid for operating leases | 0.707 | 0.729 | 0.253 |
Source: Note 8 of the Form 10-K for FY2025, accession 0001769628-26-000104, and Note 8 of the Form 10-Q for the quarter ended 30 June 2026, accession 0001769628-26-000366. Letters of credit are from Note 9 of the 10-K.
The leases signed but not yet commenced sit outside the balance sheet. At 31 December 2025 they carried $38.5 billion of payments over terms of 5 to 17 years, of which a single site data centre accounted for $13.5 billion to $14.4 billion over 16 years, and the 10-K records a further $8.8 billion of such leases entered between the year end and 28 February 2026. At 30 June 2026 the figure was $35.5 billion over terms of 7 to 16 years.
Table 2.4 Ratio analysis
| Ratio | FY2023 | FY2024 | FY2025 | H1 2026 |
|---|---|---|---|---|
| Growth, % | ||||
| Revenue | 1,346 | 736 | 168 | 112 |
| Margin, % | ||||
| Revenue less cost of revenue, share of revenue | 69.9 | 74.3 | 71.7 | 65.7 |
| Operating margin | (6.1) | 16.9 | (0.9) | (4.1) |
| Net margin | (259.4) | (45.1) | (22.7) | (29.4) |
| Technology and infrastructure, share of revenue | 57.2 | 50.2 | 57.1 | 59.7 |
| Interest expense, net, share of revenue | 12.2 | 18.9 | 24.0 | 25.3 |
| Depreciation and amortisation, share of revenue | 45.0 | 45.1 | 47.8 | 54.6 |
| Operating cash flow margin | 800.4 | 143.6 | 59.6 | 78.7 |
| Leverage and liquidity | ||||
| Debt, USD billion | n/a | 7.9 | 21.4 | 35.1 |
| Debt less cash and marketable securities, USD billion | n/a | 6.6 | 18.2 | 29.5 |
| Debt plus lease liabilities, USD billion | n/a | 10.6 | 29.8 | 51.6 |
| Debt to equity, times | n/a | n/a | 6.4 | 7.0 |
| Debt to operating cash flow, times | n/a | 2.9 | 7.0 | 9.6 |
| Total liabilities to total assets, % | n/a | 92.7 | 93.2 | 93.5 |
| Current ratio, times | n/a | 0.39 | 0.46 | 0.46 |
| Intensity | ||||
| Cash paid for property and equipment, share of revenue, % | 1,285 | 454 | 201 | 303 |
| Cash paid for property and equipment to operating cash flow, times | 1.6 | 3.2 | 3.4 | 3.9 |
| Operating cash flow less capital expenditure, USD billion | (1.1) | (6.0) | (7.3) | (10.5) |
Source: derived from the Form 10-K for FY2025, accession 0001769628-26-000104, the Form 10-Q for the quarter ended 30 June 2026, accession 0001769628-26-000366, and, for 2022 revenue used in the FY2023 growth rate, the Form 424B4 IPO prospectus, accession 0001193125-25-067651. Balance sheet ratios use the debt on the balance sheet net of unamortised discount and issuance costs. The 10-K carries no balance sheet at 31 December 2023, and debt to equity is left blank for 2024 because stockholders' equity was negative $414 million at that date. The H1 2026 column pairs the 30 June 2026 balance sheet with six months of income and cash flow, so the debt to operating cash flow and capital expenditure ratios in that column are not annualised.
Debt to equity was 7.0 times at 30 June 2026 against 6.4 times at 31 December 2025, and stockholders' equity of $5.0 billion followed $3.0 billion of equity raised in the half through the two private placements described in chapter 5. Adding the operating and finance lease liabilities to debt gives $51.6 billion of financial and lease obligations against total assets of $77.1 billion. The current ratio was 0.46 times, with $20.9 billion of current liabilities including $7.5 billion of debt falling due within twelve months, $6.4 billion of accrued liabilities and $2.7 billion of current deferred revenue. Deferred revenue in total, current and non current, was $9.7 billion, and the 10-K attributes the growth in operating cash flow to cash received for upfront payments under committed contracts.
The provision for income taxes was a $48 million benefit in 2025 against a $119 million charge in 2024. The 10-K attributes the benefit primarily to the One Big Beautiful Bill Act, signed into law on 4 July 2025, chiefly through the deductibility of business interest expense that prior law had limited. The first half of 2026 carried a $146 million charge on a pre tax loss of $1.22 billion.
The most recent management discussion is Part I Item 2 of the Form 10-Q for the quarter ended 30 June 2026, filed 11 August 2026 (accession 0001769628-26-000366). It attributes approximately 93% of the revenue increase in both the three and six months to 30 June 2026 to expansion within the existing customer base, and carries remaining performance obligations of $103.7 billion at that date.
All six Forms 8-K carrying Item 2.02, Results of Operations and Financial Condition, use the same Business Outlook section, and it carries no figure:
"CoreWeave will provide forward-looking guidance in connection with this quarterly earnings announcement on its earnings conference call and webcast."
No revenue, margin or capital expenditure guidance figure appears anywhere in the six Exhibit 99.1 earnings releases, in Item 7 of the FY2025 Form 10-K, or in Part I Item 2 of either 2026 Form 10-Q. Those are the eight documents in scope and each was read in full. The quantified forward statements that do sit in the filed record are of four kinds: revenue backlog and remaining performance obligations, the schedule over which those obligations are expected to convert to revenue, contracted and active power, and two earnings projections furnished under Item 7.01 in connection with debt offerings. Table 3.1 gives each one as first filed and as it now stands.
Table 3.1 The guidance record: each figure as first stated in the filings in scope, and as it stands now
| Forward figure | First filed | Accession, Item | As first filed | Standing figure, 7 Sep 2026 | Filing that restated it |
|---|---|---|---|---|---|
| Revenue backlog | 14 May 2025 | 0001769628-25-000010, Item 2.02 | $25.9bn at 31 Mar 2025 | approximately $104bn at 30 Jun 2026 | 0001769628-26-000362, Item 2.02 |
| Remaining performance obligations | 14 May 2025 | 0001769628-25-000010, Item 2.02 | $14.7bn at 31 Mar 2025 | $103.7bn at 30 Jun 2026 | 0001769628-26-000366, Part I Item 1 |
| Share of RPO expected within 24 months | 2 Mar 2026 | 0001769628-26-000104, Item 8 | 43%, to 31 Dec 2027 | 41%, to 30 Jun 2028 | 0001769628-26-000366, Part I Item 1 |
| Last month of the RPO conversion tail | 2 Mar 2026 | 0001769628-26-000104, Item 8 | month 84 | month 78 | 0001769628-26-000366, Part I Item 1 |
| Total contracted power | 14 May 2025 | 0001769628-25-000010, Item 2.02 | approximately 1.6 GW | approximately 3.7 GW at 30 Jun 2026 | 0001769628-26-000362, Item 2.02 |
| Active power | 14 May 2025 | 0001769628-25-000010, Item 2.02 | approximately 420 MW | 1.5 GW at 30 Jun 2026 | 0001769628-26-000362, Item 2.02 |
| The projected earnings measure defined in the Item 7.01 exhibits | 9 Apr 2026 | 0001193125-26-148912, Item 7.01 | $16.1bn, basis 31 Dec 2025 | $18.8bn, basis 31 Mar 2026 | 0001769628-26-000278, Item 7.01 |
| Projected profits from new contracts | 9 Apr 2026 | 0001193125-26-148912, Item 7.01 | $13.0bn | $15.1bn | 0001769628-26-000278, Item 7.01 |
| Secured debt projected to service new contracts | 9 Apr 2026 | 0001193125-26-148912, Item 7.01 | $19.8bn | $30.8bn | 0001769628-26-000278, Item 7.01 |
| Revolving credit facility headroom | 2 Mar 2026 | 0001769628-26-000104, Item 7 | $1.2bn of $2.5bn at 31 Dec 2025 | $2.0bn of $2.5bn at 30 Jun 2026 | 0001769628-26-000366, Part I Item 2 |
| Share of revenue growth from existing customers | 2 Mar 2026 | 0001769628-26-000104, Item 7 | approximately 85%, FY2025 | approximately 93%, Q2 and H1 2026 | 0001769628-26-000366, Part I Item 2 |
Revenue backlog is the releases' own measure: remaining performance obligations plus other amounts the company estimates will be recognised as revenue under committed contracts, subject to delivery and service availability. The gap between the two has closed from $11.2 billion at 31 March 2025 to $0.3 billion at 30 June 2026.
The conversion schedule attached to those obligations has been restated twice. At 31 December 2025 the 10-K stated 43% expected to be recognised in the initial 24 months ending 31 December 2027, 38% in months 25 to 48, and the balance by month 84. At 31 March 2026 the near term share fell to 36% and the tail stayed at month 84. At 30 June 2026 the near term share was 41%, months 25 to 48 held 39%, and the tail shortened to month 78. On the $103.7 billion balance, 41% is $42.5 billion expected within two years of 30 June 2026. The 10-K sets an expectation for the shape of the series:
"Given the large initial commitments customers make for access to our CoreWeave Cloud Platform, we expect the growth of our remaining performance obligations to be in steps, which may include periods of decline, versus a smooth linear trajectory."
Table 3.2 Management commentary, by filing and Item
| Date | Filing, Item | What the filing says |
|---|---|---|
| 14 May 2025 | 8-K, Items 2.02 and 9.01 (0001769628-25-000010) | Backlog $25.9bn at 31 March 2025, being RPO of $14.7bn plus $11.2bn of other committed amounts. Names a strategic agreement with OpenAI adding $11.2bn of backlog, approximately 420 MW of active power and approximately 1.6 GW of contracted power. |
| 12 Aug 2025 | 8-K, Items 2.02, 8.01 and 9.01 (0001769628-25-000039) | Backlog $30.1bn at 30 June 2025; active power approximately 470 MW; contracted power raised approximately 600 MW to 2.2 GW. States a joint venture campus in Kenilworth, New Jersey of up to 250MW, initial phase expected to be delivered in 2026. |
| 10 Nov 2025 | 8-K, Items 2.02 and 9.01 (0001769628-25-000059) | Backlog $55.6bn at 30 September 2025; approximately 120 MW added, to approximately 590 MW active; contracted power approximately 2.9 GW. States an intent to commit up to $6 billion to a Lancaster, Pennsylvania data centre with an initial 100 MW and expansion potential to 300 MW. |
| 26 Feb 2026 | 8-K, Items 2.02 and 9.01 (0001769628-26-000094) | FY2025 revenue $5.1bn, Q4 revenue $1.6bn against $747m, FY2025 adjusted EBITDA $3.1bn, backlog $66.8bn, active power more than 850 MW, contracted power approximately 3.1 GW. Chief financial officer Nitin Agrawal: "Our revenue backlog grew to $66.8 billion, more than four times where we began the year, providing exceptional visibility as we scale into 2026 and beyond." |
| 2 Mar 2026 | 10-K, Item 7 (0001769628-26-000104) | FY2025 revenue $5.1bn against $1.9bn, operating loss $(46)m against operating income of $324m, net interest expense $(1.23)bn. RPO $60.7bn, an increase of 302% on $15.1bn. States an expectation that cost of capital will continue to decrease and that indebtedness will continue to be incurred. Item 7A puts a 100 basis point move in rates at approximately $107m of annual interest expense. |
| 9 Apr 2026 | 8-K, Items 7.01, 8.01 and 9.01 (0001193125-26-148912) | Exhibit 99.3, a debt offering presentation, projects $16.1bn on a 31 December 2025 basis: FY2025 adjusted EBITDA of $3.1bn plus $13.0bn of profits projected from new contracts within 24 months of signing, alongside $19.8bn of secured debt projected to service those contracts. |
| 7 May 2026 | 8-K, Items 2.02 and 9.01 (0001769628-26-000220); 10-Q, Part I Item 2 (0001769628-26-000222) | Q1 2026 revenue $2.1bn, operating loss $(144)m, net loss $(740)m, adjusted EBITDA $1.2bn at a 56% margin, adjusted operating income $21m at a 1% margin. Backlog $99.4bn, RPO $98.8bn. Chief executive Michael Intrator: "This was the strongest bookings quarter in CoreWeave's history, with revenue backlog reaching nearly $100 billion. We surpassed 1 GW of active power and believe we are well on our way to more than 8 GW by 2030, having positioned our capital structure to scale with the opportunity ahead". The release also names an expanded NVIDIA relationship to accelerate the build out of more than 5 GW of AI factories by 2030. |
| 11 Jun 2026 | 8-K, Item 7.01 (0001769628-26-000278) | Exhibit 99.2 restates the April projection on a 31 March 2026 basis: LTM adjusted EBITDA $3.644bn, projected profits from new contracts $15.114bn, the combined measure $18.758bn, and $30.767bn of secured debt projected to be required to service those contracts. |
| 11 Aug 2026 | 8-K, Items 2.02 and 9.01 (0001769628-26-000362); 10-Q, Part I Item 2 (0001769628-26-000366) | Q2 2026 revenue $2.6bn, operating loss $(49)m, net loss $(626)m, adjusted EBITDA $1.5bn at a 59% margin, adjusted operating income $128m at a 5% margin. Backlog approximately $104bn, footnoted "Does not include more than $25 billion of net new customer commitments added in early Q3." Active power 1.5 GW, contracted power approximately 3.7 GW. Total liquidity $15.55bn against $6.86bn at 31 December 2025. |
The Q2 2026 release opens on operating leverage: "CoreWeave reached an important inflection point this quarter as our scale began to translate into expanding operating leverage." The margins in the same release move in two directions. Adjusted operating income margin was 5% against 16% in the quarter to 30 June 2025 and 1% in the quarter to 31 March 2026. Adjusted EBITDA margin was 59% against 62% a year earlier. The GAAP operating margin was (2)% against (7)% in the prior quarter.
Both Item 7.01 exhibits project a measure they define as "LTM Run-Rate Adjusted EBITDA", being reported adjusted EBITDA plus estimated run rate profits projected from new contracts within 24 months of signing. On both dates the projected element is about 81% of the total. Between April and June 2026 the projected profit rose 16% and the secured debt projected to service those contracts rose 55%.
Attribution of growth to existing customers moves period to period. The 10-K puts approximately 85% of the FY2025 revenue increase on the existing customer base and over 95% of the FY2024 increase. The Q1 2026 10-Q, accession 0001769628-26-000222, puts approximately 38% of that quarter's increase there; the Q2 2026 10-Q, accession 0001769628-26-000366, puts approximately 93% for both the quarter and the half.
The chief financial officer's FY2025 statement that backlog grew more than four times where the year began matches remaining performance obligations, which went from $15.1 billion to $60.7 billion. The earliest revenue backlog figure in the filed record is $25.9 billion at 31 March 2025; no backlog figure at 31 December 2024 appears in the six releases, the 10-K or either 10-Q.
The 10-K and both 10-Qs each state an expectation to increase investment in technology and infrastructure relative to 2025, and none of the three states an amount.
At the close of 4 September 2026 the market value of CoreWeave's three share classes was $49.3 billion, 9.6 times FY2025 revenue. The four companies CoreWeave's own filings name as its key competitors carried market values of $457.4 billion to $4,122.0 billion on that date, on fiscal year revenue between 13 and 140 times CoreWeave's.
Two disclosures in the Form 10-K for the fiscal year ended 31 December 2025, accession 0001769628-26-000104, fix the set. Item 1, under the heading Competition, states: "We primarily compete with hyperscalers who offer general purpose cloud computing as part of a broader product portfolio, several of which are also customers of, and partners to, CoreWeave. We also compete with smaller cloud service providers." Item 1A names four of them: "Key competitors that offer general purpose cloud computing services as part of a broader, diversified product portfolio include Amazon (AWS), Google (Google Cloud Platform), Microsoft (Azure), and Oracle, a number of which are also our current customers."
Those four form the first group. Item 1 leaves the smaller cloud service providers unnamed, so the second group is selected the other way round: a full text search of every Form 10-K and Form 20-F filed in the twelve months to 7 September 2026 for the word CoreWeave returns Nebius Group N.V., IREN Limited and Applied Digital Corporation among the operating companies that name CoreWeave in their own annual report, giving seven comparators in all. Neither Item 1 nor the competition risk factor in Item 1A states a market share figure for AI cloud infrastructure, and none is asserted here.
Table 4.1 The comparator set, the basis for including each, and each fiscal year end
| Company | Ticker | Basis for inclusion | Fiscal year end | What makes the comparison imperfect |
|---|---|---|---|---|
| Microsoft Corporation | MSFT | Named in CoreWeave Item 1A | 30 June | Cloud is one part of a diversified software company; the 10-K reports no separate revenue line for Azure |
| Amazon.com, Inc. | AMZN | Named in CoreWeave Item 1A | 31 December | Cloud sits inside a retailer; the cost of sales line excludes fulfilment and technology costs |
| Alphabet Inc. | GOOGL | Named in CoreWeave Item 1A | 31 December | Advertising supplies most of the revenue; Google Cloud is one reportable segment inside it |
| Oracle Corporation | ORCL | Named in CoreWeave Item 1A | 31 May | Applications and licence software supply much of the revenue; three separate cost lines replace a single cost of revenue |
| Nebius Group N.V. | NBIS | Names CoreWeave in its own Form 20-F | 31 December | A foreign private issuer filing an annual Form 20-F and no quarterly report, so its share count is eight months older than the price date; FY2025 net income includes a $598.9 million revaluation gain on equity securities and $72.7 million from discontinued operations |
| IREN Limited | IREN | Names CoreWeave in its own Form 10-K | 30 June | Revenue includes bitcoin mining as well as AI cloud services; the FY2026 operating loss includes a $638.8 million impairment of long lived assets held for use |
| Applied Digital Corporation | APLD | Names CoreWeave in its own Form 10-K | 31 May | Data centre leasing supplies part of the revenue; a further $1.96 billion sits in redeemable noncontrolling interest, outside both total liabilities and total equity |
CoreWeave's own fiscal year ends on 31 December. Four fiscal year ends therefore cover the eight companies, and no two columns below describe the same twelve months. Item 1A states that a number of those four are also CoreWeave's current customers, which places them on both sides of the account.
The eight companies together paid $415.1 billion for property and equipment in their most recent fiscal years, as filed in their cash flow statements. CoreWeave's own FY2025 revenue of $5.1 billion is below the fiscal year capital expenditure of every one of the four named competitors; the smallest of those, Oracle's, was $55.7 billion. The comparison tables below are struck on each company's most recent fiscal year, which for CoreWeave is the year ended 31 December 2025 and covers the 43 data centre estate and 2,189 employees described in chapter 1.
Table 4.2 Scale, growth and margin, each company's most recent fiscal year
| Company | Fiscal year ended | Revenue ($bn) | Revenue growth | Gross margin | Operating margin |
|---|---|---|---|---|---|
| CoreWeave | 31 Dec 2025 | 5.1 | 167.9% | 71.7% | (0.9)% |
| Microsoft | 30 Jun 2026 | 331.8 | 17.8% | 67.9% | 46.8% |
| Amazon | 31 Dec 2025 | 716.9 | 12.4% | 50.3% | 11.2% |
| Alphabet | 31 Dec 2025 | 402.8 | 15.1% | 59.7% | 32.0% |
| Oracle | 31 May 2026 | 67.4 | 17.3% | 65.8% | 30.6% |
| Nebius | 31 Dec 2025 | 0.5 | 479.0% | 68.6% | (115.5)% |
| IREN | 30 Jun 2026 | 0.7 | 41.1% | 68.9% | (148.0)% |
| Applied Digital | 31 May 2026 | 0.6 | 167.4% | 35.1% | (38.7)% |
Gross margin here is revenue less the cost of revenue line each filing reports, and the composition of that line differs by company. CoreWeave's cost of revenue of $1.5 billion in FY2025 covers data centre facilities, rent, power and data centre personnel; the depreciation of its servers, switches and networking equipment sits in a separate technology and infrastructure line of $2.9 billion, or 57.1% of revenue. After both lines CoreWeave retained 14.6% of FY2025 revenue. Amazon's cost of sales excludes fulfilment and technology costs, and Oracle reports three cost lines in place of one. Operating margin is struck on the same base for all eight, revenue less every operating cost.
The four named competitors cluster in Figure 4.1 between 12.4% and 17.8% growth at operating margins of 11.2% to 46.8%. CoreWeave and the three smaller providers grew faster and each recorded an operating loss. CoreWeave's operating margin of (0.9)% is the shallowest of those four losses; the next is Applied Digital at (38.7)%.
Table 4.3 Capital, returns and market value
| Company | Capex ($bn) | Capex / revenue | Operating return on assets | Liabilities / assets | Market value ($bn) | Market value / revenue |
|---|---|---|---|---|---|---|
| CoreWeave | 10.3 | 200.9% | (0.1)% | 93.2% | 49.3 | 9.6x |
| Microsoft | 115.9 | 34.9% | 20.5% | 41.7% | 3,710.5 | 11.2x |
| Amazon | 131.8 | 18.4% | 9.8% | 49.8% | 2,788.4 | 3.9x |
| Alphabet | 91.4 | 22.7% | 21.7% | 30.2% | 4,122.0 | 10.2x |
| Oracle | 55.7 | 82.6% | 7.9% | 83.6% | 457.4 | 6.8x |
| Nebius | 4.1 | 767.5% | (4.9)% | 63.0% | 57.3 | 108.1x |
| IREN | 3.0 | 424.0% | (6.6)% | 73.5% | 17.6 | 24.9x |
| Applied Digital | 2.9 | 468.8% | (2.4)% | 62.3% | 7.7 | 12.6x |
Capex is cash paid for property and equipment in the fiscal year. Operating return on assets is that year's operating income over total assets at its end. Liabilities over assets is taken at the fiscal year end. Market value is at the close of 4 September 2026 and is divided by the fiscal year revenue in Table 4.2; the share counts and the classes behind each market value are set out in chapter 7.
Figure 4.2 ranks CoreWeave fourth of eight on capital spent against revenue earned, at 200.9%, above all four named competitors and below Nebius, Applied Digital and IREN, each of which spent more than four times its revenue. On the share of the balance sheet financed by liabilities CoreWeave ranks first, at 93.2% at 31 December 2025 and 93.5% at 30 June 2026, ahead of Oracle at 83.6%.
The four companies CoreWeave's Item 1A names were profitable at the operating line, and three of them covered their capital spending from operations: Microsoft's FY2026 operating cash flow of $182.9 billion against capital expenditure of $115.9 billion, Alphabet's $164.7 billion against $91.4 billion, and Amazon's $139.5 billion against $131.8 billion. Oracle is the exception, with FY2026 capital expenditure of $55.7 billion against operating cash flow of $32.0 billion. CoreWeave and the three smaller providers each spent more on property and equipment than they earned in revenue and funded the difference from debt and equity issuance. CoreWeave's Item 1 describes that funding structure directly, stating that it primarily finances its infrastructure development through asset level debt supported by take or pay customer contracts, supplemented by corporate level equity and debt financing.
Within the second group CoreWeave is the largest by revenue by a factor of seven and the lowest of the four on capital spending relative to revenue, while carrying the highest ratio of liabilities to assets in the whole set. The market value multiples in Table 4.3 are struck on fiscal years ending on four different dates and on revenue bases that the filings define differently, which limits what a comparison between any two of them carries.
CoreWeave's most recent current report, filed 10 August 2026 for an event of 7 August 2026, records a $2.6bn delayed draw term loan credit agreement entered into by CoreWeave Financing DDTL V-V, LLC and priced at Term SOFR plus 5.50% (accession 0001769628-26-000357). It is the fourth new delayed draw term loan facility filed since 1 May 2025, alongside one amendment adding a tranche to an existing facility. Thirty six Forms 8-K were filed between 1 May 2025 and 7 September 2026, and the control query for the period before 1 May 2025 returns zero, so these thirty six are the company's entire current report history since its March 2025 listing.
Table 5.1 Forms 8-K filed by CoreWeave, Inc., 1 May 2025 to 7 September 2026
| Filed | Items | Accession | Event |
|---|---|---|---|
| 2026-08-11 | 2.02, 9.01 | 0001769628-26-000362 | Second quarter 2026 results release. |
| 2026-08-10 | 1.01, 2.03, 7.01, 9.01 | 0001769628-26-000357 | $2.6bn DDTL 5.5 facility, JPMorgan Chase Bank as administrative agent. |
| 2026-06-18 | 1.01, 2.03, 9.01 | 0001769628-26-000291 | $1.25bn 9.625% notes due 2032 and EUR 2.0bn 8.500% notes due 2032 issued. |
| 2026-06-11 | 7.01 | 0001769628-26-000278 | Launch of a $3.5bn dollar and euro notes offering. |
| 2026-06-10 | 5.07 | 0001769628-26-000270 | Voting results of the annual meeting held 8 June 2026. |
| 2026-05-18 | 1.01, 2.03, 7.01, 9.01 | 0001769628-26-000236 | $3.1bn DDTL 5.0 facility, Morgan Stanley Senior Funding as administrative agent. |
| 2026-05-07 | 2.02, 9.01 | 0001769628-26-000220 | First quarter 2026 results release. |
| 2026-04-21 | 1.01, 2.03, 8.01, 9.01 | 0001769628-26-000183 | $1.0bn additional 9.750% notes due 2031 at 102.000%, taking the series to $2.75bn. |
| 2026-04-15 | 3.02, 7.01, 9.01 | 0001769628-26-000167 | 9,174,311 Class A shares to Jane Street Global Trading at $109.00. |
| 2026-04-14 | 1.01, 2.03, 3.02, 9.01 | 0001769628-26-000164 | $1.75bn 9.750% notes due 2031 and $4.0bn 1.75% convertible notes due 2032. |
| 2026-04-09 | 7.01, 8.01, 9.01 | 0001193125-26-148912 | Launch and pricing of those two offerings. |
| 2026-04-09 | 7.01, 8.01, 9.01 | 0001769628-26-000154 | Meta Platforms order form of approximately $21bn. |
| 2026-03-31 | 1.01, 2.03, 7.01, 9.01 | 0001769628-26-000129 | $8.5bn DDTL 4.0 facility, MUFG Bank as administrative agent. |
| 2026-02-26 | 2.02, 9.01 | 0001769628-26-000094 | Fourth quarter and full year 2025 results release. |
| 2026-01-26 | 3.02, 7.01, 8.01, 9.01 | 0001769628-26-000044 | 22,935,780 Class A shares to NVIDIA at $87.20 for $2bn cash. |
| 2026-01-02 | 1.01 | 0001769628-26-000003 | First Amendment to the DDTL 3.0 credit agreement, resetting covenant test dates. |
| 2025-12-11 | 1.01, 3.02, 8.01, 9.01 | 0001769628-25-000105 | $2.59bn 1.75% convertible notes due 2031, capped calls costing $340.0m. |
| 2025-11-10 | 2.02, 9.01 | 0001769628-25-000059 | Third quarter 2025 results release. |
| 2025-10-30 | 1.02, 7.01, 9.01 | 0000950103-25-014006 | Core Scientific terminated the merger agreement after its stockholder vote. |
| 2025-10-06 | 8.01 | 0001769628-25-000052 | Legacy Series C put right terminated, $1.2bn reclassified into stockholders' equity. |
| 2025-10-02 | 1.01, 2.03, 9.01 | 0001193125-25-227562 | Fifth Amendment adding a $3.0bn tranche to the DDTL 2.0 credit agreement. |
| 2025-09-30 | 1.01, 9.01 | 0001769628-25-000050 | Meta order form of up to approximately $14.2bn; Meta MSA filed as Exhibit 10.1. |
| 2025-09-25 | 1.01, 9.01 | 0001193125-25-216497 | OpenAI order form of up to approximately $6.5bn; OpenAI MSA filed as Exhibit 10.1. |
| 2025-09-15 | 1.01 | 0001769628-25-000047 | NVIDIA order form with an initial value of $6.3bn. |
| 2025-08-12 | 2.02, 8.01, 9.01 | 0001769628-25-000039 | Second quarter 2025 results, and the IPO lock up expiry date. |
| 2025-07-31 | 1.01, 2.03, 7.01, 9.01 | 0001769628-25-000033 | $2.6bn DDTL 3.0 facility, MUFG Bank as administrative agent. |
| 2025-07-28 | 1.01, 2.03, 7.01, 9.01 | 0001193125-25-165924 | $1.75bn 9.000% senior notes due 2031 issued. |
| 2025-07-22 | 7.01, 9.01 | 0001769628-25-000030 | Pricing of that notes offering. |
| 2025-07-21 | 7.01, 9.01 | 0001193125-25-161520 | Launch of that notes offering. |
| 2025-07-07 | 1.01, 9.01 | 0000950103-25-008526 | Agreement and Plan of Merger with Core Scientific, Inc. |
| 2025-07-07 | 7.01, 9.01 | 0000950103-25-008492 | Joint press release announcing the merger agreement. |
| 2025-05-28 | 1.01, 2.03, 7.01, 9.01 | 0001769628-25-000025 | $2.0bn 9.250% senior notes due 2030 issued. |
| 2025-05-21 | 7.01, 9.01 | 0001769628-25-000019 | Pricing of that notes offering. |
| 2025-05-19 | 7.01, 9.01 | 0001193125-25-122115 | Launch of that notes offering. |
| 2025-05-14 | 2.02, 9.01 | 0001769628-25-000010 | First quarter 2025 results release. |
| 2025-05-06 | 1.01, 2.03, 9.01 | 0001769628-25-000003 | Revolver raised from $650.0m to $1.5bn and extended to 2 May 2028. |
Item numbers are as recorded in the EDGAR filing header of each accession.
A master services agreement sets the framework and a dated order form commits the customer to a stated amount of reserved cloud computing capacity over a stated period. Two of the four 8-Ks in Table 5.2 attach the master services agreement as Exhibit 10.1, the Meta 8-K of 30 September 2025 and the OpenAI 8-K of 25 September 2025. The NVIDIA 8-K of 15 September 2025 carries Item 1.01 alone, with no Item 9.01 and no exhibit, and states that a copy of the master services agreement "will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2025"; the exhibit index of the FY2025 10-K records it as first filed at Exhibit 10.31 to the Form S-4/A, file no. 333-289742, on 25 September 2025. The Meta 8-K of 9 April 2026 carries a press release as Exhibit 99.1. No order form is filed, and each committed amount appears only in the narrative of the Item it is reported under.
Table 5.2 Customer master services agreements and the order forms placed under them
| Counterparty | Master services agreement | Order form | Committed amount | Runs to | Source |
|---|---|---|---|---|---|
| Meta Platforms, Inc. | 10 December 2023 | 31 March 2026 | approximately $21bn | 20 December 2032 | 0001769628-26-000154 |
| Meta Platforms, Inc. | 10 December 2023 | 25 September 2025 | up to approximately $14.2bn | 14 December 2031 | 0001769628-25-000050 |
| OpenAI OpCo, LLC | 8 May 2025 | 23 September 2025 | up to approximately $6.5bn | 31 May 2031 | 0001193125-25-216497 |
| NVIDIA Corporation | 10 April 2023 | 9 September 2025 | initial value $6.3bn | 13 April 2032 | 0001769628-25-000047 |
| Microsoft Corporation | 22 February 2023 | n/a | n/a | n/a | 0001769628-26-000104, Exhibit 10.34 |
The Meta order form of 31 March 2026 is reported under Item 8.01. It combines new capacity through 20 December 2032 with the exercise of an option under the earlier order form running to 10 April 2032. Either party may terminate the master services agreement, and any order under it, for cause.
The NVIDIA agreement buys capacity CoreWeave has not sold. Where CoreWeave's own customers do not fill its data centre capacity, "NVIDIA is obligated to purchase the residual unsold capacity through April 13, 2032". Either party may terminate on 30 days written notice of a breach, or on an insolvency proceeding not dismissed within 90 days. The same 8-K records that NVIDIA supplies CoreWeave with graphics processing units and is a stockholder.
The Microsoft master services agreement of 22 February 2023 is exhibit 10.34 to the FY2025 10-K, incorporated from the Form S-1 of 3 March 2025, with portions omitted under Item 601(b)(10) of Regulation S-K. All seventeen Item 1.01 disclosures filed since 1 May 2025 were read in full and none names Microsoft as a counterparty to a customer agreement, and no order form or amendment to the Microsoft agreement is listed in the exhibit index of the FY2025 10-K or in the Item 6 exhibit index of any of the five Forms 10-Q, which are accessions 0001769628-25-000014, 0001769628-25-000041, 0001769628-25-000062, 0001769628-26-000222 and 0001769628-26-000366.
Seventeen filings carry Item 1.01, entry into a material definitive agreement. Eleven of them also carry Item 2.03, creation of a direct financial obligation, and five of those eleven relate to delayed draw term loan facilities taken out by single purpose subsidiaries, being four new facilities and one amendment to an existing one. Each states the same purpose, to finance capital expenditure required to perform customer contracts, including the acquisition of graphics processing unit servers and related infrastructure, and each is secured on substantially all assets of the borrower and a pledge of 100% of its equity.
Table 5.3 Delayed draw term loan facilities entered into since 1 May 2025
| Facility | Dated | Borrower | Size | Pricing | Draw period ends | Maturity | Debt service coverage covenant | Accession |
|---|---|---|---|---|---|---|---|---|
| DDTL 3.0 | 2025-07-28 | CoreWeave Compute Acquisition Co. V and VII, LLC | $2.6bn | SOFR plus 4.00% | July 2026 | 21 Aug 2030 | 1.40x from April 2027, as amended below | 0001769628-25-000033 |
| DDTL 2.0, Fifth Amendment | 2025-09-29 | CoreWeave Compute Acquisition Co. IV, LLC | $3.0bn | term SOFR plus 4.25% | March 2026 | five years after each draw | as in the existing agreement | 0001193125-25-227562 |
| DDTL 4.0 | 2026-03-30 | CoreWeave Compute Acquisition Co. VIII, LLC | $8.5bn | SOFR plus 2.25%, or a fixed rate option | June 2027 | 31 Mar 2032 | 1.15x | 0001769628-26-000129 |
| DDTL 5.0 | 2026-05-15 | CoreWeave Financing DDTL V, LLC | $3.1bn | SOFR plus 4.50% | September 2026 | 15 Nov 2031 | 1.35x | 0001769628-26-000236 |
| DDTL 5.5 | 2026-08-07 | CoreWeave Financing DDTL V-V, LLC | $2.6bn | Term SOFR plus 5.50% | December 2026 | 1 Sep 2031 | 1.35x | 0001769628-26-000357 |
Covenants in the table are as each facility was first filed. The DDTL 3.0 row is amended by accession 0001769628-26-000003, described below, which moved the first debt service coverage ratio test to 31 October 2027.
The four new facilities each carry an undrawn fee of 0.50% per annum. The DDTL 2.0 Fifth Amendment instead carries a 1.50% upfront fee on each draw and a 3.00% commitment fee on the shortfall of drawings below $2.4bn. Each of the four new credit agreements contains events of default related to certain adverse events with respect to certain material contracts, which links the loans to the customer agreements in Table 5.2. DDTL 3.0, DDTL 5.0 and DDTL 5.5 carry an unconditional parent guarantee, in the case of DDTL 3.0 over the obligations of CoreWeave Compute Acquisition Co. VII but not those of Co. V. DDTL 4.0, the largest, is guaranteed by the parent only on a limited recourse basis for specified "bad acts".
The DDTL 3.0 covenants were reset on 31 December 2025 (accession 0001769628-26-000003). The amendment cut the minimum liquidity amount to $100.0 million for the monthly payment dates from 1 March 2026 to 1 May 2026, postponed the first debt service coverage ratio test to 31 October 2027 and the first contract realization ratio test to 28 February 2026, and permitted unlimited equity cures of both covenants before 28 October 2026. CoreWeave states that the amendment aligns the facility for the timing of deliveries described on its third quarter 2025 earnings call.
The notes issued over the same period are unsecured and guaranteed by the subsidiaries that guarantee the revolving credit facility. The 9.750% notes due 2031 reached $2.75bn in two tranches a week apart in April 2026, the second at an issue price of 102.000%. Two convertible issues carry a 1.75% coupon: $2.59bn due 2031 at a conversion price of about $107.80, and $4.0bn due 2032 at about $119.60. Each was paired with capped call transactions struck 150% above the reference share price, at $215.60 and $230.00, costing $340.0m and $492.0m. At the maximum conversion rates the two issues can deliver 30,003,356 and 43,478,000 Class A shares.
CoreWeave agreed on 7 July 2025 to acquire Core Scientific, Inc. by merger, at 0.1235 Class A shares for each Core Scientific share, with an outside date of 7 April 2026 and a $270.0 million termination fee payable by Core Scientific in specified circumstances (accession 0000950103-25-008526). At the special meeting of 30 October 2025, "the requisite Core Scientific stockholders did not approve the Merger Agreement Proposal", and Core Scientific terminated the agreement that day (accession 0000950103-25-014006). The transaction produced a registration statement on Form S-4, file number 333-289742, whose Exhibit 10.31 is where the NVIDIA master services agreement was first filed.
The two Item 3.02 share sales were made under Section 4(a)(2). NVIDIA bought 22,935,780 Class A shares at $87.20 on 23 January 2026 for $2 billion in cash. Jane Street Global Trading, LLC bought 9,174,311 Class A shares at $109.00 on 15 April 2026 for approximately $1.0 billion, with limited piggyback registration rights. The other two Item 3.02 filings cover the convertible notes and the Class A shares issuable on their conversion.
Two Item 8.01 events changed the capital structure. Holders of legacy Series C convertible preferred stock held a right to require CoreWeave to repurchase their shares at $38.95, an aggregate $1.2 billion, on the first trading day after 31 March 2027. The right terminated automatically on a trigger that included a 20 day volume weighted average price of at least $68.16 in any consecutive 30 trading day period: "The Termination Event occurred on September 25, 2025 and, as a result, the Put Right has automatically terminated." The shares were reclassified out of mezzanine equity, increasing stockholders' equity by $1.2 billion (accession 0001769628-25-000052). Separately, the 8-K of 12 August 2025 states that following that day's second quarter 2025 earnings announcement "the Restricted Period is expected to end at the close of trading on August 14, 2025". That restricted period ran from the IPO lock up agreements with the underwriters and the market standoff agreements with the company, which bound the directors, the officers, the selling stockholders in the offering and the holders of substantially all Class A common stock (accession 0001769628-25-000039).
CoreWeave's most recent risk factor disclosure is Part II, Item 1A of the Form 10-Q for the quarter ended 30 June 2026, accession 0001769628-26-000366, filed 11 August 2026. It carries 67 individual risk factors under eight category headings, the same count and the same eight headings as the Form 10-K for FY2025, accession 0001769628-26-000104, period ended 31 December 2025, and as the Form 10-Q for the quarter ended 31 March 2026, accession 0001769628-26-000222.
With no prior year Item 1A to compare against, the benchmark used here is the risk factor section of the IPO prospectus, Form 424B4 filed 31 March 2025, accession 0001193125-25-067651, together with what the two 2026 quarterly reports changed. The prospectus carried 70 risk factors. Seven are absent from the 10-K and four are new, which nets to 67.
Category labels are shortened. The prospectus heading for the equity block reads "Risks Related to Ownership of Our Class A Common Stock and this Offering"; the 10-K and both 10-Qs drop "and this Offering". The other seven category headings are identical across all four documents.
Six of the seven dropped risk factors were specific to a company that had not yet listed, covering the absence of a trading market, discretion over the offering proceeds, dilution, emerging growth company status, put rights and the prospectus market opportunity estimates. The seventh covered additional tax liabilities and federal and global income tax reform, and the 10-K carries a narrower heading on changes in tax laws in its place.
The customer risk factor is headed, in the 10-K and in both 2026 10-Qs, "A substantial portion of our revenue is driven by a limited number of our customers, and the loss of, or a significant reduction in, spending from one or a few of our top customers would adversely affect our business, operating results, financial condition, and prospects." The prospectus version of the same heading read "spend" rather than "spending" and closed on "future prospects".
Table 6.1 Customer concentration as stated inside Item 1A
| Period | Basis as filed | Share of revenue | Filing |
|---|---|---|---|
| FY2023 | top three customers | 73% | FY2025 10-K |
| FY2024 | top two customers | 77% | FY2025 10-K |
| FY2025 | top customer, Microsoft | 67% | FY2025 10-K |
| Q1 2025 | top customer | 72% | Q1 2026 10-Q |
| Q1 2026 | top two customers | 65% | Q1 2026 10-Q |
| Q2 2025 | top customer | 71% | Q2 2026 10-Q |
| Q2 2026 | top three customers, stated separately | 36%, 26% and 10% | Q2 2026 10-Q |
Accessions: 0001769628-26-000104, 0001769628-26-000222, 0001769628-26-000366. Each row aggregates a different number of customers, and only the FY2025 row attaches a name, so the column reads period by period rather than as one series. These are the Item 1A figures. The single customer shares disclosed under Item 8 sit in Table 1.1 and are struck on a different basis, so the two tables are not comparable row for row.
Microsoft is named in the 10-K risk factor as the top customer at approximately 67% of FY2025 revenue; neither 2026 10-Q attaches a name to its top customer share. The same risk factor carries two contracted amounts. OpenAI OpCo, LLC committed to pay up to approximately $6.5 billion through 31 May 2031 under an order form of September 2025, repeated unchanged in all three filings. The Meta Platforms, Inc. commitment moves: the 10-K states an order form of September 2025 under which Meta initially committed up to approximately $14.2 billion through December 2031, and both 2026 10-Qs replace it with an order form of March 2026 at initially up to approximately $21.0 billion, inclusive of access to new computing capacity through 20 December 2032 and the exercise of an existing option to access additional capacity through 10 April 2032.
A separate risk factor, on counterparty credit risk, names customers directly and changed in the second quarter. The 10-K and the Q1 2026 10-Q both give the same worked example, a March 2025 master services agreement under which OpenAI has committed to pay up to approximately $11.9 billion through October 2030, and both state "Other significant customers include Microsoft and Meta." The Q2 2026 10-Q replaces that example: it states that in April 2026 CoreWeave announced that Jane Street, a private company, had committed approximately $6.0 billion to use its AI cloud platform, and it states "Other significant customers include Microsoft and OpenAI." The two OpenAI amounts sit in different risk factors and cite different master services agreements, one of March 2025 and one of May 2025.
Supplier concentration sits in the same category and is disclosed on a stable basis across all three filings: three suppliers accounted for 23%, 20% and 17% of total purchases in FY2025, 46%, 16% and 14% in FY2024, and 57%, 22% and 11% in FY2023. All of the GPUs in CoreWeave's infrastructure are NVIDIA GPUs, which the filing attributes to obligations in its current customer contracts. The Q2 2026 filing changes one sentence of that risk factor: "We currently have no long-term contracts or arrangements with our suppliers that guarantee capacity or the continuation of any particular payment terms" becomes the same sentence with "a limited number of long-term contracts" in place of "no long-term contracts". It also adds bullets on storage and memory component supply and on the investment any move away from NVIDIA GPUs would require.
The power risk factor heading, "Our business would be harmed if we were not able to access sufficient power or by increased costs to procure power, prolonged power outages, shortages, or capacity constraints", is identical in the prospectus, the 10-K and both 10-Qs, and its text is unchanged between the 10-K and the Q2 2026 10-Q.
The 10-K adds a risk factor the prospectus did not carry: "In order to meet the demand for AI cloud infrastructure services, we and our partners may need to expand existing data centers through development projects or add new data centers through construction projects, each of which is a complex and capital-intensive undertaking." It lists eleven failure points, among them construction delays, permitting delays, the availability of sites with access to power, and equipment availability covering GPUs, CPUs, memory, power distribution units, switchboards, breakers, cables and cooling equipment.
Searching the whole risk factor section of the 10-K and of both 2026 10-Qs for a power capacity figure returns one number, and it appears only in the Q2 2026 filing: a moratorium on the development of data centres using 50 megawatts of power or more in the State of New York, announced in July 2026, disclosed under the risk factor on the range of laws and regulations the business is subject to. No contracted or active megawatt figure appears anywhere in Item 1A of any of the three filings. The Q2 2026 quarter also describes the leased and licensed footprint as located in "the United States, Canada, Europe and United Kingdom", against "the United States, Europe and United Kingdom" in the 10-K.
The indebtedness risk factor restates its own figures at each balance sheet date.
Total indebtedness of $35.6 billion at 30 June 2026 compares with $25.1 billion at 31 March 2026 and $21.6 billion at 31 December 2025. Operating lease liabilities were $16.3 billion, $10.1 billion and $8.2 billion at the same three dates. Cash flows dedicated to debt service were approximately $6.2 billion in the six months to 30 June 2026, being $5.2 billion of principal and $982 million of interest inclusive of $176 million of capitalised interest, against net cash provided by operating activities of $3.7 billion in the same six months. The FY2025 comparatives are $4.4 billion of debt service, $3.4 billion of principal and $1.0 billion of interest inclusive of $159 million capitalised, against $3.1 billion of operating cash flow.
The facilities named in the risk factor are the Revolving Credit Facility, amended in November 2025 to a capacity of $2.5 billion with certain covenant metrics modified and maturity extended to November 2029, and six delayed draw term loan facilities: DDTL 1.0 at up to $2.3 billion, DDTL 2.0 at up to $7.6 billion, DDTL 2.1 at up to $3.0 billion, DDTL 3.0 at up to $2.6 billion, DDTL 4.0 at $8.5 billion entered on 30 March 2026, and DDTL 5.0 at $3.1 billion entered on 15 May 2026. The Q2 2026 filing states that all obligations under the DDTL facilities other than DDTL 4.0 are unconditionally guaranteed by the parent, and that DDTL 4.0 is nonrecourse except for limited guarantees related to customary nonrecourse carve out obligations. The notes the risk factor lists as outstanding at 30 June 2026 are the instruments carried in Table 2.2, with the euro issue stated there at its $2.28 billion carrying amount and in the risk factor at its face amount of EUR 2.0 billion.
The covenant risk factor, "Certain of our debt agreements impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities", is unchanged from the prospectus onward. One sentence of the indebtedness risk factor changed between the 10-K and the Q2 2026 10-Q: "all of the debt under our Credit Facilities bears interest at variable rates, the majority of which is unhedged" became "the majority of the debt under our Credit Facilities bears interest at variable rates, the majority of which is unhedged".
Table 6.2 Risk factors added, dropped or materially reworded
Short names in the first column are this report's. The filed headings run to a full sentence or more; those discussed above are quoted in full there.
| Risk (short name) | Category | Status | What changed |
|---|---|---|---|
| Data centre development and construction | Business and industry | New at the FY2025 10-K | Eleven named failure points on expanding campuses and building new sites. |
| Market opportunity estimates | Business and industry | Dropped at the FY2025 10-K | Framed on forecasts included in the prospectus. |
| Real property ownership | Business and industry | Reworded at the FY2025 10-K | Heading names the Kenilworth, New Jersey joint venture stake. |
| Capital expenditure | Business and industry | Reworded at the FY2025 10-K | "substantial and growing capital expenditures" against "substantial capital expenditures". |
| Sales prices | Business and industry | Reworded at the FY2025 10-K | Heading adds revenue to margins as the measure affected. |
| Network or data security incident | Business and industry | Reworded at the Q2 2026 10-Q | Heading opens on incidents from time to time; the earlier heading was conditional. |
| Suppliers and components | Business and industry | Reworded at the Q2 2026 10-Q | Adds storage and memory supply and the cost of moving off NVIDIA GPUs. |
| Data centre providers | Business and industry | Reworded at the Q2 2026 10-Q | Footprint adds Canada; regulator sentiment bullet moves up the list. |
| Counterparty credit risk | Business and industry | Reworded at the Q2 2026 10-Q | Worked example moves from OpenAI at $11.9 billion to Jane Street at $6.0 billion; named significant customers move from Microsoft and Meta to Microsoft and OpenAI. |
| Litigation | Legal and regulatory | Reworded at the FY2025 10-K | "We may become involved" became "We are involved"; the actions are named. |
| Range of laws and regulations | Legal and regulatory | Reworded at the Q2 2026 10-Q | Adds the New York 50 megawatt data centre moratorium of July 2026. |
| Data privacy | Legal and regulatory | Reworded at the FY2025 10-K | Heading adds AI to the regulated subjects. |
| Material weaknesses | Financial and accounting | Reworded at the Q2 2026 10-Q | Weaknesses continued to exist at 30 June 2026; six remediation actions listed. |
| Changes in tax laws | Financial and accounting | New at the FY2025 10-K | Replaces the prospectus risk factor on tax reform. |
| Put rights repurchase | Financial and accounting | Dropped at the FY2025 10-K | Repurchase of Class A shares on exercise of holders' put rights. |
| Sales and similar taxes | Financial and accounting | Reworded at the Q1 2026 10-Q | Heading drops "digital services" from the list of taxes. |
| Capped call transactions | Indebtedness | New at the FY2025 10-K | Follows the December 2025 convertible note issue. |
| Conditional conversion feature | Indebtedness | New at the FY2025 10-K | Q1 2026 heading adds the 2032 Convertible Notes. |
| Substantial indebtedness | Indebtedness | Reworded at each filing | Figures restated each period; variable rate exposure moves from all to the majority. |
| Share price volatility | Ownership of Class A stock | Reworded at the FY2025 10-K | "may be volatile" became "has been, and may continue to be, volatile". |
| Share sales and issuance | Ownership of Class A stock | Reworded at the FY2025 10-K | Heading adds issuance of Class A shares or convertible securities. |
| Public market, proceeds, dilution, EGC status | Ownership of Class A stock | Dropped at the FY2025 10-K | Four prospectus specific risk factors removed after listing. |
| Securities class action | General | Reworded at the FY2025 10-K | "We could be subject to" became "We have in the past and may continue in the future to be subject to". |
The remaining risk factors carry headings that are unchanged word for word from the prospectus or from the 10-K, allowing for the substitution of "prospects" for "future prospects" throughout.
Under all three of the scenario sets below, CoreWeave's net result stays negative through FY2028, because in each case the financing cost of the capital programme grows faster than the operating margin the case allows. Interest expense, net of $640 million in the quarter ended 30 June 2026 was thirteen times the $49 million operating loss of the same quarter, and every case holds that shape into FY2028. The sensitivity work below identifies capital intensity and the operating margin as the two inputs that move the result most.
The price basis for this report is the close of Friday 4 September 2026. United States markets were shut on Monday 7 September 2026, so 4 September was the most recent completed session. Table 7.1 carries the CoreWeave figures behind every market value quoted anywhere in this report, including the comparisons in chapter 4.
Table 7.1 The CoreWeave price and share count basis
| Item | Figure | Source |
|---|---|---|
| Close, Class A common stock, 4 September 2026 | 89.36 | regular session close |
| Shares outstanding, all classes | 551,536,602 | Form 10-Q, quarter ended 30 June 2026, accession 0001769628-26-000366, cover page at 31 July 2026 |
| Market value, all classes ($bn) | 49.3 | close applied to all 551,536,602 shares |
| Market value, listed Class A alone ($bn) | 41.0 | close applied to the 458,871,690 Class A shares |
Class A common stock trades on the Nasdaq Global Select Market under the symbol CRWV. Class B and Class C are not listed or traded on any exchange or public market, and Class C stood at zero shares outstanding at 31 July 2026. The close above is the only price this report prints as a figure; the daily closing series is plotted in Figure 7.1 and nowhere else.
CoreWeave listed on 28 March 2025, so the traded record runs to 362 regular sessions, under eighteen months. Figure 7.1 plots every one of them. A record that short carries no full market cycle, no seasonal pattern and five quarterly reports and one annual report, which is why the scenario work below is built from the filed operating and financing disclosures rather than from the price series.
Contracted demand enters the model through the remaining performance obligation balance. Of the $103.7 billion of remaining performance obligations at 30 June 2026, the Q2 2026 filing expects 41% to be recognised over the initial 24 months ending 30 June 2028, 39% between months 25 and 48, and the remainder between months 49 and 78. The first band is $42.5 billion of contracted revenue for the two years to 30 June 2028. Committed contracts produced 98% of revenue in the first half of 2026, and 93% of the revenue increase came from expansion within the existing customer base.
Customer concentration enters the model as the largest customer's share of revenue in each period. The largest customer as labelled took 36% of revenue in the quarter ended 30 June 2026 and 40% of the first half, against 67% of FY2025 revenue. The FY2025 Form 10-K and both 2026 Forms 10-Q state that the customer references A through D may represent different customers than those reported in a previous period, so these shares are the largest customer's share in each period and are not tied to one continuous counterparty across periods. Item 1A of the Form 10-K names Microsoft as the top customer at approximately 67% for FY2025 only.
Capital expenditure enters the model as a multiple of revenue. Cash paid for property and equipment of $14.1 billion in the first half of 2026 is 3.03 times first half revenue, against 2.01 times FY2025 revenue on the $10.3 billion spent that year. The Q2 2026 Management's Discussion and Analysis states that the company expects to increase its investment in technology and infrastructure relative to 2025, and states no figure for it in that discussion.
Debt service enters the model as a blended rate applied to average debt. Contractual interest expense of $1.08 billion in the first half is an annualised 7.6% on the average of the $21.4 billion and $35.1 billion balance sheet amounts at 31 December 2025 and 30 June 2026; interest expense, net of $(1.18) billion is an annualised 8.3%. Filed principal payments run $4.41 billion for the remainder of 2026, $6.18 billion in 2027, $4.42 billion in 2028, $2.42 billion in 2029, $3.22 billion in 2030 and $14.90 billion thereafter, $35.55 billion in total. Notes issued during 2026 carry stated coupons of 8.50% to 9.75%, and the DDTL 5.5 Facility of August 2026 prices at SOFR plus 5.50%. Lease payments sit outside those figures: $29.1 billion of undiscounted operating lease payments, plus $35.5 billion of executed leases that had not yet commenced at 30 June 2026.
The share count enters the model as the weighted average basic share figure. Weighted average basic shares were 551 million in the quarter ended 30 June 2026, against 435 million for FY2025 and 218 million for FY2024. A further 116 million shares sat in securities excluded from the first half 2026 loss per share calculation as antidilutive: 57 million from convertible notes, 31 million from restricted stock units and awards, 24 million from options and 4 million from warrants.
Every figure in Table 7.2 is an assumption made for this report. None is a company forecast.
Common to all three cases: the tax charge is assumed at 3.0% of revenue, matching the 3.1% the first half of 2026 recorded; other income and expense is assumed nil; the funding gap of capital expenditure less operating cash flow less equity issued is assumed to be met entirely with new borrowing; scheduled principal is assumed refinanced rather than repaid from cash; and interest is applied to the average of opening and closing gross debt, which starts at the $21.4 billion carrying amount of 31 December 2025.
Table 7.2 Scenario assumptions and outcomes, FY2026 to FY2028, dollars in billions
| Worst | Base | Best | ||
|---|---|---|---|---|
| Assumption | Revenue growth, FY2026 / FY2027 / FY2028 | 105% / 40% / 10% | 115% / 75% / 35% | 130% / 105% / 55% |
| Operating margin, FY2026 / FY2027 / FY2028 | (6)% / (7)% / (8)% | (4)% / (1)% / 3% | (3)% / 4% / 11% | |
| Capital expenditure as a multiple of revenue | 2.4x / 1.7x / 1.2x | 2.6x / 1.8x / 1.3x | 2.8x / 2.0x / 1.5x | |
| Operating cash flow as a percentage of revenue | 40% | 55% | 65% | |
| Equity issued each year | nil | 2.0 | 4.0 | |
| Blended interest rate on average gross debt | 9.5% | 8.5% | 7.5% | |
| Weighted average share count growth each year | 7% | 5% | 4% | |
| FY2026 | Revenue | 10.5 | 11.0 | 11.8 |
| Operating result | (0.6) | (0.4) | (0.4) | |
| Net result | (4.0) | (3.5) | (3.1) | |
| FY2027 | Revenue | 14.7 | 19.3 | 24.2 |
| Operating result | (1.0) | (0.2) | 1.0 | |
| Net result | (6.4) | (5.3) | (4.0) | |
| FY2028 | Revenue | 16.2 | 26.1 | 37.5 |
| Operating result | (1.3) | 0.8 | 4.1 | |
| Capital expenditure | 19.4 | 33.9 | 56.2 | |
| Gross debt at year end | 74.5 | 81.7 | 99.3 | |
| Interest expense | 6.5 | 6.2 | 6.4 | |
| Net result | (8.2) | (6.2) | (3.4) | |
| Weighted average shares (millions) | 675 | 638 | 620 | |
| Loss per share (dollars) | (12.21) | (9.71) | (5.49) | |
| Cover | Contracted RPO as a share of modelled revenue, the 24 months to 30 June 2028 | 148% | 110% | 85% |
The last row measures each case's revenue against the contracted balance behind it. The $42.5 billion the filing schedules for recognition in the 24 months to 30 June 2028 covers the worst case revenue in that window one and a half times over and covers the base case in full. The best case is covered 85%, so its modelled revenue runs about 18% ahead of the contracted balance and requires contracts signed after 30 June 2026 that were not in the RPO figure.
The base case is an estimate, and four movements would break it. Revenue falls below the RPO run rate if contracted capacity does not go live on the assumed dates, and the Q2 2026 filing attributes the cost of revenue increase to the timing of data centre deployment, which carries the same timing risk on the revenue side. The blended borrowing rate exceeds 8.5%, which the 2026 issues at 8.50% to 9.75% and the August facility at SOFR plus 5.50% already do on new money. Capital intensity fails to fall from 3.03 times revenue toward 1.3 times. A customer does not renew, against 98% of first half revenue coming from committed contracts and 93% of the growth coming from existing customers.
Three conditions carry the best case, and each has a filed anchor. First, revenue growth of 105% in FY2027 and 55% in FY2028 requires the RPO balance to keep compounding, since the 30 June 2026 backlog alone covers only 85% of the modelled revenue in the two years to mid 2028. That balance rose from $60.7 billion to $103.7 billion in six months. Second, an operating margin reaching 11% by FY2028 requires cost of revenue to reverse its direction: it was 34% of revenue in the quarter ended 30 June 2026 against 26% a year earlier, and technology and infrastructure was 59% against 55%. Third, a blended rate of 7.5% requires refinancing at rates below the 2026 issues, and the best case still consumes $6.4 billion of interest in FY2028 against $4.1 billion of operating income.
Table 7.3 moves one driver at a time against the base case and holds everything else. The share count assumption does not touch the net result, only the loss per share.
Table 7.3 FY2028 net result and loss per share, one driver moved at a time from the base case
| Driver, moved in both directions | Net result, driver moved down ($bn) | Net result, driver moved up ($bn) | Range ($bn) | Loss per share, down then up (dollars) |
|---|---|---|---|---|
| Capital expenditure multiple, by 0.30x every year | (5.1) | (7.3) | 2.2 | (7.98) then (11.45) |
| Operating margin, by 4 points every year | (7.2) | (5.2) | 2.1 | (11.35) then (8.08) |
| Blended interest rate, by 1.0 point | (5.5) | (6.9) | 1.5 | (8.57) then (10.86) |
| Revenue growth, by 10 points every year | (5.8) | (6.7) | 0.9 | (9.03) then (10.44) |
| Operating cash flow, by 10 points of revenue | (6.6) | (5.8) | 0.7 | (10.29) then (9.14) |
| Share count growth, by 2 points each year | (6.2) | (6.2) | nil | (10.29) then (9.18) |
Higher revenue growth widens the modelled FY2028 loss rather than narrowing it. Capital expenditure is assumed to scale with revenue, and the debt that funds it carries an interest cost larger than the incremental operating margin at 3%. That relationship reverses once the operating margin clears the blended borrowing cost applied to the capital each dollar of revenue requires.
Figure 7.3 runs the two largest drivers together. The FY2028 net result crosses into positive territory in one corner of the grid, at a 15% operating margin with capital expenditure at 0.4 times revenue. Every other combination in the range shown stays negative, and the range across the grid is $11.1 billion of FY2028 net result, from a $0.2 billion profit to a $(10.9) billion loss.
Capital intensity is held on the same declining shape as the base case in each column, so a column labelled 1.2x applies 2.5x in FY2026 and 1.7x in FY2027 before reaching 1.2x in FY2028.
Every accession number this report cites, grouped by form type. Filing data was retrieved through the SEC-API.io MCP server. Market prices carry no named provider and sit outside that credit.
Annual report on Form 10-K, CoreWeave, Inc., CIK 1769628
| Accession | Filed | What it is |
|---|---|---|
| 0001769628-26-000104 | 2 Mar 2026 | Form 10-K for the year ended 31 December 2025, the only annual report on the record, carrying Exhibit 4.13, Exhibit 10.34 the Microsoft master services agreement of 22 February 2023, and the exhibit index cited above |
Registration statement carrying the years before FY2025
| Accession | Filed | What it is |
|---|---|---|
| 0001193125-25-067651 | 31 Mar 2025 | Form 424B4 IPO prospectus, source of the FY2022 figures and of the 70 risk factor benchmark |
Quarterly reports on Form 10-Q, CoreWeave, Inc.
| Accession | Period ended | What it is |
|---|---|---|
| 0001769628-25-000014 | 31 Mar 2025 | Form 10-Q, first quarter 2025 |
| 0001769628-25-000041 | 30 Jun 2025 | Form 10-Q, second quarter 2025 |
| 0001769628-25-000062 | 30 Sep 2025 | Form 10-Q, third quarter 2025, source of the March 2025 OpenAI Commercial Agreement |
| 0001769628-26-000222 | 31 Mar 2026 | Form 10-Q, first quarter 2026 |
| 0001769628-26-000366 | 30 Jun 2026 | Form 10-Q, second quarter 2026, the most recent reported period |
Current reports on Form 8-K, CoreWeave, Inc.
All thirty six accessions filed between 1 May 2025 and 7 September 2026, with their Item numbers and the event each reports, are listed in Table 5.1. The Item 7.01 exhibits carrying the two projections are Exhibit 99.3 to accession 0001193125-26-148912 and Exhibit 99.2 to accession 0001769628-26-000278. The six Item 2.02 earnings releases are accessions 0001769628-25-000010, 0001769628-25-000039, 0001769628-25-000059, 0001769628-26-000094, 0001769628-26-000220 and 0001769628-26-000362, each carrying Exhibit 99.1.
Registration statements carrying material contract exhibits
| File number | Exhibit | What it is |
|---|---|---|
| 333-289742 | Exhibit 10.31 to Form S-4/A, 25 Sep 2025 | The NVIDIA master services agreement of 10 April 2023 |
| 333-285512 | Form S-1, 3 Mar 2025 | Source of Exhibit 10.34, the Microsoft master services agreement |
Comparator filings used in chapter 4
| Company | Accession | What it is |
|---|---|---|
| Microsoft Corporation | 0001193125-26-323660 | Form 10-K, fiscal year ended 30 June 2026 |
| Amazon.com, Inc. | 0001018724-26-000026 | Form 10-Q, quarter ended 30 June 2026, for the cover page share count |
| Alphabet Inc. | 0001652044-26-000071 | Form 10-Q, quarter ended 30 June 2026, for the cover page share count |
| Oracle Corporation | 0001193125-26-277521 | Form 10-K, fiscal year ended 31 May 2026 |
| Nebius Group N.V. | 0001104659-26-052948 | Form 20-F, fiscal year ended 31 December 2025 |
| IREN Limited | 0001878848-26-000052 | Form 10-K, fiscal year ended 30 June 2026 |
| Applied Digital Corporation | 0001144879-26-000048 | Form 10-K, fiscal year ended 31 May 2026 |
Annual revenue, margin, capital expenditure, asset and liability figures for each comparator are taken from that company's most recent annual report as filed; the fiscal year end each is struck on appears in Table 4.1.
This report is not financial advice, and it is not an offer, a solicitation or a recommendation to buy, sell or hold any security. It is independent analysis of public filings, prepared for information only. It is not a publication of the Securities and Exchange Commission, and the SEC has neither reviewed nor endorsed it. No investment objective, financial situation or particular need of any reader has been considered.
Chapter 8 lists the filing record behind it in full. CoreWeave, Inc. listed its Class A common stock in March 2025, so one annual report on Form 10-K exists, for the year ended 31 December 2025, and the audited years before it are read from the Form 424B4 prospectus of 31 March 2025 rather than from an annual report. Five quarterly reports on Form 10-Q have been filed, the most recent for the quarter ended 30 June 2026, which is the most recent reported period; nothing later than the Form 10-Q and the Form 8-K filed on 11 August 2026 has been reported by the company. Thirty six current reports on Form 8-K have been filed since 1 May 2025, and no current report was filed before that date. There is no prior year Item 1A to set the risk factors against, so chapter 6 uses the prospectus as its benchmark, and there is no audited balance sheet at 31 December 2023, so several ratios in chapter 2 read n/a for that year. The comparator figures in chapter 4 come from the annual reports of seven other companies, struck on four different fiscal year ends. Filing data was retrieved through the SEC-API.io MCP server; no SEC website endpoint was queried directly, and market prices carry no named provider.
Figures described as filed are reproduced from those documents. Everything else, including every growth rate, margin, ratio, multiple, share and each of the three cases and the sensitivity grid in chapter 7, is this report's own arithmetic or estimate on stated assumptions, and each of those assumptions may prove wrong. Where the filings print their own rounded percentages the report says so. Forward looking statements taken from the filings, including the backlog, remaining performance obligation and power figures and the two projections furnished under Item 7.01, are management's own and were current only at the date filed; a later filing may already have changed them. Market prices move, and the closing price of 4 September 2026 used throughout will not be the price at which any reader can transact.