November 11, 2026·54 min read
CoreWeave, Inc. (CRWV), Financial Analysis
Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.
Revenue Q3 2026
$3.66bn
+168.3% year on year (Q3 2025 $1.36bn)
Costs and expenses Q3 2026
$3.45bn
+163.1% year on year (Q3 2025 $1.31bn)
Operating margin Q3 2026
5.7%
+1.9 pts year on year (Q3 2025 3.8%)
Key findings
- Revenue $3.661bn in Q3 2026, +168.3% year on year and +42.2% on Q2; costs +163.1%. GAAP operating income $207m (5.7% margin, 3.8% in Q3 2025). Adjusted operating income, a non GAAP measure that adds back stock based compensation ($160m) and amortization of acquired intangibles ($12m), was $379m (10.4%). Net loss $709m after interest expense of $846m; diluted EPS ($1.27). About 90% of the revenue increase came from existing customers (Q3 2026 10-Q).
- Revenue backlog $132.5bn and RPO $132.3bn at 30 Sep 2026, against $55.6bn and $50.0bn a year earlier (RPO +164.6%); 36% of RPO is expected to be recognized within 24 months and 38% in months 25 to 48 (Q3 2026 10-Q). Two unnamed customers were 30% and 24% of Q3 2026 revenue, against one customer at 67% in Q3 2025 (Q3 2026 10-Q); Microsoft was 67% of FY2025 revenue (10-K). Contracts named in filings: OpenAI up to $22.4bn, Meta $14.2bn and $21bn, Jane Street $6bn and Anthropic, with no amount filed.
- Active power above 1.7 GW and contracted power above 4.6 GW, against 590 MW and 2.9 GW a year earlier; more than 1.3 GW is contracted outside the US. Q3 2026 cash purchases of property and equipment $9.44bn, against $3.28bn a year earlier.
- Debt $46.9bn at 30 Sep 2026, against $21.4bn at 31 Dec 2025; quarterly interest expense $264m in Q1 2025 and $846m in Q3 2026, 2.2x adjusted operating income. Q4 2026 interest guidance $1.05bn to $1.15bn. Debt principal $47.5bn falls due $2.43bn in the rest of 2026 and $10.97bn in 2027; liquidity $9.84bn (Q3 2026 10-Q).
- FY2026 guidance raised on 10 Nov 2026: revenue $13.0bn to $13.3bn (implied Q4 $4.69bn to $4.99bn), adjusted operating income $1.275bn to $1.375bn, capex $37bn to $39bn on the company measure (9M 2026 $30.7bn on that measure, derived from the Forms 10-Q; cash purchases $23.56bn), exit 2026 annualized run rate revenue $20bn to $21bn.
- Insiders sold about $5.30bn of stock from Nov 2025 to Nov 2026 with no open market purchases: Magnetar $2.43bn, the three founders $2.55bn, mostly under Rule 10b5‑1 plans. Founders held 73.6% of voting power at 15 Apr 2026. Shares closed at $48.73 on 10 Nov 2026; EV/Sales 7.1x TTM. Scenario prices three years forward on exit EV/Sales: base $116, best $275, worst $10.
Figures are read from the Q3 2026 earnings release (8-K Ex 99.1 of 10 Nov 2026), the Q3 2026 10-Q filed on 12 Nov 2026, the Forms 10-Q for Q1 2025 to Q2 2026, the FY2025 10-K, the IPO prospectus (424B4 of 31 Mar 2025), the Forms 8-K with all their exhibits, incl. the earnings releases for Q3 2025 to Q3 2026 with the guidance they contain, the credit agreements, indentures, capped call confirmations, the equity distribution agreement and the investor presentations, the 2026 proxy statement, the Item 5.07 vote results, Forms 3, 4 and 144 for central index key 1769628, and the filings of the peers used in chapters 2 to 4 and 8. RPO, customer shares, revenue by region, debt by facility, commitments and legal matters for Q3 2026 come from the notes to the Q3 2026 10-Q. Capex on the company measure (additions to property and equipment incl. finance leases, less changes in construction in progress) uses the definition in 8-K Ex 99.2 of 17 Sep 2026; values to Q2 2026 are from that exhibit, Q3 2026 is derived from gross property and equipment in the Q2 and Q3 2026 Forms 10-Q. CoreWeave files no separate CFO commentary document; CFO and management points come from the releases and the Forms 10-Q and 10-K. Share price $48.73 is the regular session close of 10 Nov 2026, before the release. Accession numbers appear in the Sources appendix.
1 Revenue & Business Model
- Storyline: revenue rose from $229m in FY2023 to $5.13bn in FY2025 and a $20bn to $21bn exit 2026 run rate guidance, funded by $46.9bn of debt at 30 Sep 2026; interest expense grows with each quarter of new capacity. Chapters 2 to 4 cover the three revenue drivers: AI labs and hyperscalers, inference and enterprise customers, and power and data centers.
- CoreWeave rents GPU compute, storage and networking as a cloud service and reports one segment. Revenue comes mainly from multi year take or pay contracts: committed contracts were 98% of FY2025 revenue (10-K). It ran 43 data centers at 31 Dec 2025 and had 2,189 employees, 1,967 in the US.
- Revenue FY2023 $229m, FY2024 $1.92bn, FY2025 $5.13bn (+167.9%); TTM Q3 2026 $9.89bn. Growth year on year was 133.7% in Q3 2025, 110.4% in Q4 2025, 111.7% in Q1 2026, 112.3% in Q2 2026 and 168.3% in Q3 2026.
- Gross margin, revenue less cost of revenue, was 67.7% in Q3 2026; it excludes most server and GPU depreciation, which CoreWeave reports in technology and infrastructure, so it does not compare with peer gross margins. Technology and infrastructure was $2.03bn (55.3% of revenue); depreciation and amortization $1.89bn.
- Regions: US revenue $4.80bn in FY2025 (93.6%), international $330m. In Q3 2026 US revenue was $3.44bn and international $224m (6.1%, against 7.2% in Q2 2026 and 6.1% in Q3 2025); 9M 2026 international $588m. 89% of long lived assets were in the US at 30 Sep 2026 (Q3 2026 10-Q).
- Core Scientific: the all stock merger agreement of 7 Jul 2025 was terminated on 30 Oct 2025 after Core Scientific stockholders did not approve it (8-K Item 1.02, as filed).
Table 1.1 Revenue, backlog, power and adjusted profit, last seven quarters
| Line | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|---|---|
| Revenue ($m) | 981.6 | 1,212.8 | 1,364.7 | 1,571.9 | 2,078.0 | 2,575.0 | 3,661.0 |
| Revenue growth year on year (%) | n/a | n/a | 133.7 | 110.4 | 111.7 | 112.3 | 168.3 |
| Revenue backlog ($bn) | 25.9 | 30.1 | 55.6 | 66.8 | 99.4 | 104.0 | 132.5 |
| RPO ($bn) | 14.7 | 30.1 | 50.0 | 60.7 | 98.8 | 103.7 | 132.3 |
| RPO share within 24 months (%) | 58 | 50 | 42 | 43 | 36 | 41 | 36 |
| Active power (MW) | 420 | 470 | 590 | 850 | 1,000 | 1,500 | 1,700 |
| Contracted power (MW) | 1,600 | 2,200 | 2,900 | 3,100 | 3,500 | 3,700 | 4,600 |
| Adjusted operating income ($m) | 163 | 200 | 217 | 88 | 21 | 128 | 379 |
| Adjusted EBITDA ($m) | 606 | 753 | 838 | 898 | 1,157 | 1,510 | 2,256 |
Q4 2025 flows equal FY2025 less 9M 2025. Backlog from the earnings releases; RPO and RPO timing from the 10-K and Forms 10-Q, incl. the Q3 2026 10-Q. Power values are stated as minimum or approximate.
2 AI Labs and Hyperscalers: $132.3bn RPO, Top Customer Share 67% in FY2025 and 30% in Q3 2026
- Revenue backlog $132.5bn at 30 Sep 2026 against $25.9bn at Q1 2025 and $66.8bn at 31 Dec 2025; RPO $132.3bn at 30 Sep 2026 against $103.7bn at 30 Jun 2026. Backlog adds to RPO other amounts expected under committed contracts. At 30 Sep 2026, 36% of RPO was expected within 24 months, 38% in months 25 to 48 and the rest in months 49 to 86, against 41%, 39% and 20% at 30 Jun 2026 (Forms 10-Q).
- Concentration as filed: Microsoft 62% of FY2024 and 67% of FY2025 revenue (10-K). The 2026 Forms 10-Q do not name the largest customers: the largest was 45% and the second 20% in Q1 2026; the top three were 36%, 26% and 10% in Q2 2026; in Q3 2026 two customers were 30% and 24%, with no other at 10% or more (9M 2026: 33% and 26%). The 10-Q notes state that the customer letters may refer to different customers in each period. The Q2 2026 10-Q lists Microsoft and OpenAI among its other large customers.
- Named contracts: OpenAI up to $22.4bn in total (Q3 2025 release); Meta up to about $14.2bn through Dec 2031 and about $21bn through Dec 2032 (8-K of 9 Apr 2026); Jane Street about $6bn (Apr 2026); Anthropic, a multi year agreement with no amount filed (Q1 2026 release).
How demand from AI labs and hyperscalers is changing
- Contracted cloud backlogs at the hyperscalers: Microsoft commercial RPO $677bn (+73%) and Google Cloud backlog $560.8bn at 30 Sep 2026; Oracle RPO $664bn (+45.9%) at 31 Aug 2026 (Forms 10-Q).
- Cloud growth: Google Cloud revenue +102.6% to $30.7bn and AWS +39.3% to $46.0bn in Q3 2026; OCI +120.7% to $7.4bn in the Aug 2026 quarter; Nebius AI cloud +514% to $575m in Q2 2026 (6-K).
- Marketplaces: Anthropic's S-1 shows 48% of its 6M 2026 revenue came through cloud provider marketplaces.
- Lambda, a privately held GPU cloud, files no reports with the SEC and is not compared.
Table 2.1 AI cloud providers compared, latest filed quarter
| Company and line | Period | Revenue | Growth (%) | Operating margin (%) | Detail |
|---|---|---|---|---|---|
| CoreWeave total revenue | Q3 2026 | $3.66bn | 168.3 | 5.7 | backlog $132.5bn; adjusted operating margin 10.4% |
| Microsoft Azure | Sep 2026 quarter | $33.17bn | 48.2 | n/a | commercial RPO $677bn, +73% |
| Alphabet Google Cloud | Q3 2026 | $30.71bn | 102.6 | 36.2 | backlog $560.8bn |
| Amazon AWS | Q3 2026 | $45.98bn | 39.3 | 38.7 | AWS operating income $17.8bn |
| Oracle OCI | Aug 2026 quarter | $7.39bn | 120.7 | n/a | Oracle RPO $664bn, +45.9% |
| Nebius AI cloud | Q2 2026 | $575m | 514 | 49.7 | margin is adjusted EBITDA margin; customer commitments above $40bn |
AWS and Google Cloud segment operating margins; Microsoft and Oracle give no cloud margin. Nebius latest filed quarter is Q2 2026 (6-K of 12 Aug 2026; Q3 not filed by 11 Nov 2026); its margin is AI cloud adjusted EBITDA. CoreWeave GAAP operating margin.
3 Inference and Enterprise: Shorter Contracts at About $40m per MW and a $20bn to $21bn Run Rate Guide
- CoreWeave does not split revenue by training, inference or customer type. The Meta order of about $21bn is framed for inference workloads, incl. early NVIDIA Vera Rubin systems (8-K Ex 99.1, 9 Apr 2026); Jane Street committed about $6bn; financial services customers were about 10% of backlog (8-K Ex 99.2, Sep 2026).
- Pricing as filed: about 25% price increase across SKUs in Jul 2026; short dated contracts (3 to 6 months) signed in Q3 priced at about $40m per MW; contribution margin on Q2 signed contracts 5 to 10 points above recent quarters; about 70% of Q2 deals included prepayments (Sep 2026 investor presentation, 8-K Ex 99.2).
- Existing customers: about 90% of the Q3 2026 revenue increase came from existing customers, against 93% in Q2 2026 (Forms 10-Q). Exit 2026 annualized run rate revenue guidance is $20bn to $21bn (last month revenue x 12), against Q3 2026 revenue x 4 of $14.6bn.
- Lenders and short contracts: DDTL 5.5 ($2.6bn, SOFR + 5.50%) finances contracts averaging about three years with an about five year loan, so lenders take renewal risk (8-K Ex 99.1, 10 Aug 2026).
How inference and enterprise demand is changing
- Nebius (6-K, Q2 2026): production inference workloads on its Token Factory more than tripled in the quarter; 70% of deals included prepayments covering 50% to 60% of capex; its four largest Q2 deals averaged above $1bn of contract value at $20m to $25m of annual revenue per MW.
- Short dated pricing: CoreWeave (Sep 2026 presentation) and IREN (Nov 2026 8-K) both report about $40m per MW for short dated GPU capacity.
- Older GPU generations: an H200 renewal and an A100 contract extended into 2029 are shown in the Sep 2026 presentation.
- Product cadence: first production Vera Rubin NVL72 workloads at 4.8x the token throughput of GB200 NVL72 (8-K Ex 99.1, 10 Nov 2026).
Table 3.1 Run rate and backlog measures compared
| Company | Metric and period | Value | Detail and source |
|---|---|---|---|
| CoreWeave | Exit 2026 annualized run rate revenue guidance | $20bn to $21bn | 8-K Ex 99.1, Nov 2026 |
| Nebius | AI cloud annualized run rate revenue, Jun 2026 | $3.0bn | +598% year on year; 6-K, Aug 2026 |
| IREN | AI Cloud revenue, Sep 2026 quarter | $200m | 86% segment gross margin before depreciation; backlog $20.3bn; 8-K and 10-Q, Nov 2026 |
| Amazon | AWS AI business annual revenue run rate, Q2 2026 | more than $25bn | 8-K Ex 99.1, Jul 2026 |
| Alphabet | Google Cloud revenue, Q3 2026 | $30.71bn | +102.6%; 10-Q, Oct 2026 |
| Oracle | RPO, 31 Aug 2026 | $664bn | +45.9%; OCI revenue $7.39bn; 10-Q, Sep 2026 |
Run rate measures use last month revenue x 12 at CoreWeave and Nebius; measures differ by company and are not one to one comparable.
4 Power and Data Centers: 1.7 GW Active, 4.6 GW Contracted, $37bn to $39bn of 2026 Capex
- Active power above 1.7 GW at 30 Sep 2026 after more than 200 MW added in Q3, against about 70 MW at Dec 2023, 360 MW at Dec 2024 and 850 MW at Dec 2025; guidance above 1.85 GW at end 2026; the CEO cites more than 8 GW by 2030 (Q1 2026 release).
- Contracted power above 4.6 GW, up 900 MW in Q3, with more than 1.3 GW outside the US (India, Indonesia, Spain). Active power was 37% of contracted power, against 26% at Q1 2025.
- Capex and depreciation: Q3 2026 cash capex $9.44bn and $14.5bn on the company measure (derived from the Forms 10-Q); property and equipment $56.8bn at 30 Sep 2026 against $30.6bn at 31 Dec 2025; depreciation and amortization $1.89bn in the quarter.
- Leased capacity not yet delivered (Q3 2026 10-Q): leases not yet commenced $47.4bn, starting 2026 to 2029; at a single site 453 MW is still to be delivered in phases in 2026 and 2028 under a lease with rent capped at $16.9bn, and 354 MW at other sites between 2026 and 2028, with rent based on construction costs.
- Revenue per active MW (derived): Q3 2026 revenue x 4 over active power gives about $8.6m per MW per year, against $9.3m in Q3 2025; active power values are minimums, so the ratio is an upper bound.
How power and data center supply is changing
- Hyperscaler capex in the Sep 2026 quarter: Microsoft $39.4bn (+103%), Alphabet $51.4bn (+114%), Amazon $77.3bn; Oracle $28.5bn (+235%) in its Aug 2026 quarter (company filings).
- Specialist GPU clouds: Nebius raised its end 2026 contracted power target to 5 GW from more than 4 GW (6-K, Aug 2026); IREN reports more than 5 GW of secured power and a 2 GW Sweetwater hub conditionally included in ERCOT's large load process (8-K, 5 Nov 2026).
- Data center landlords: Applied Digital holds leases for about 1.41 GW of critical IT load worth about $36bn over base terms; its Polaris Forge 1 campus is leased to CoreWeave with 250 MW live (8-K, 7 Oct 2026).
- Risk factor text: the FY2025 10-K adds a factor on data center construction and equipment shortages; the Q2 2026 10-Q adds regulator scrutiny of data center electricity and water use; the Q3 2026 10-Q adds the New York executive order of Jul 2026 pausing for up to one year discretionary state environmental permits for new or expanded data centers of 50 MW or more.
Table 4.1 Capacity builders compared, latest filed quarter
| Company | Period | Measure | Detail |
|---|---|---|---|
| CoreWeave | Q3 2026 | cash capex $9.44bn | more than 1.7 GW active, more than 4.6 GW contracted |
| Microsoft | Sep 2026 quarter | capex $39.37bn | +103.0%; TTM $135.9bn |
| Alphabet | Q3 2026 | capex $51.36bn | +114.4% |
| Amazon | Q3 2026 | capex $77.3bn | TTM $215.2bn |
| Oracle | Aug 2026 quarter | capex $28.50bn | +235.2%; TTM $75.66bn |
| Nebius | Q2 2026 | capex $5.66bn | contracted power target 5 GW at end 2026 |
| Applied Digital | Aug 2026 quarter | HPC Hosting revenue $263m | segment operating margin 12.7%; leases for about 1.41 GW worth about $36bn; Polaris Forge 1 leased to CoreWeave, 250 MW live |
| IREN | 30 Sep 2026 | property, plant and equipment $12.34bn | more than 5 GW of secured power; $6.75bn at 30 Jun 2026 |
Capex is the cash measure each company files. Applied Digital fiscal Q1 FY2027 to 31 Aug 2026; IREN fiscal Q1 FY2027 to 30 Sep 2026.
5 Financial Analysis & Ratios
- GAAP operating margin TTM (0.8%) against (0.9%) in FY2025 and 16.9% in FY2024. Adjusted operating income TTM $616m and adjusted EBITDA $5.82bn.
- Net loss TTM $2.53bn (25.6% of revenue), after interest expense of $2.41bn. FY2023 and FY2024 losses include fair value losses on warrants and derivatives of $534m and $756m, which ended at the Mar 2025 IPO.
- Free cash flow TTM ($20.42bn): operating cash flow $7.20bn less cash capex $27.62bn. CoreWeave does not report free cash flow; customer prepayments lift operating cash flow, and about $9bn of prepayments and deposits are expected in the three months after 10 Nov 2026 (8-K Ex 99.1).
- Balance sheet at 30 Sep 2026: cash and marketable securities $4.18bn, restricted cash $2.28bn; debt $46.9bn, of which recourse $41.6bn and non recourse $5.27bn; operating lease liabilities $18.7bn; equity $4.03bn; property and equipment $56.8bn.
- Capital returns: no common dividends and no buybacks. Equity raised in 2026: NVIDIA $2.0bn at $87.20 (Jan) and Jane Street about $1.0bn at $109.00 (Apr); an at the market program for up to 35m Class A shares was set up on 17 Sep 2026.
Table 5.1 Income statement, cash flow and balance sheet summary ($bn unless stated)
| Line item | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|
| Revenue | 0.2 | 1.9 | 5.1 | 9.9 |
| Gross profit | 0.2 | 1.4 | 3.7 | 6.6 |
| Selling, general and administrative | 0.0 | 0.1 | 0.8 | 0.9 |
| Operating income | 0.0 | 0.3 | 0.0 | (0.1) |
| Net income | (0.6) | (0.9) | (1.2) | (2.5) |
| Diluted EPS ($) | (3.09) | (4.30) | (2.81) | (4.70) |
| Operating cash flow | 1.8 | 2.7 | 3.1 | 7.2 |
| Capital expenditure | (2.9) | (8.7) | (10.3) | (27.6) |
| Free cash flow | (1.1) | (6.0) | (7.3) | (20.4) |
| Stock based compensation | 0.0 | 0.0 | 0.6 | 0.6 |
| Cash and investments | 0.2 | 1.4 | 3.2 | 4.2 |
| Total debt | n/a | 7.9 | 21.4 | 46.9 |
| Total equity | n/a | (0.4) | 3.3 | 4.0 |
Capital expenditure is cash purchases of property and equipment incl. capitalized internal use software. Total debt is recourse plus non recourse debt at carrying value; finance leases and operating leases are excluded. FY2023 balance sheet lines are not in the FY2025 10-K. TTM equals Q4 2025 plus Q1 to Q3 2026; balance sheet at 30 Sep 2026.
Table 5.2 What changed, Q3 2026 against Q3 2025
| Metric | Q3 2025 | Q3 2026 | Change |
|---|---|---|---|
| Revenue ($bn) | 1.36 | 3.66 | 168.3% |
| Gross profit ($bn) | 1.00 | 2.48 | 148.8% |
| Operating income ($bn) | 0.05 | 0.21 | 298.8% |
| Net income ($bn) | (0.11) | (0.71) | (544.0%) |
| Diluted EPS ($) | (0.22) | (1.27) | (477.3%) |
| Operating cash flow ($bn) | 1.69 | 1.98 | 16.9% |
| Free cash flow ($bn) | (1.59) | (7.47) | (369.6%) |
| Operating margin (%) | 3.8 | 5.7 | 1.9 pts |
| Net margin (%) | (8.1) | (19.4) | (11.3 pts) |
Table 5.3 Ratio analysis
| Ratio | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|
| Growth and margins | ||||
| Revenue growth (%) | n/a | 736.2 | 167.9 | n/a |
| Gross margin (%) | 69.9 | 74.3 | 71.7 | 66.7 |
| Operating margin (%) | (6.1) | 16.9 | (0.9) | (0.8) |
| Net margin (%) | (259.4) | (45.1) | (22.7) | (25.6) |
| FCF margin (%) | (484.7) | (310.9) | (141.3) | (206.6) |
| Cost and investment intensity | ||||
| SBC (%) revenue | 6.6 | 1.6 | 12.3 | 6.4 |
| Capex (%) revenue | 1,285.2 | 454.4 | 200.9 | 279.4 |
| Returns | ||||
| ROE (%) | n/a | n/a | (79.9) | (62.8) |
| ROA (%) | n/a | (4.8) | (3.5) | (2.8) |
| ROIC (%) | n/a | 4.3 | (0.2) | (0.1) |
| Asset turnover (x) | n/a | 0.11 | 0.10 | 0.11 |
| Liquidity and leverage | ||||
| Current ratio (x) | n/a | 0.39 | 0.46 | 0.44 |
| Debt to equity (x) | n/a | n/a | 6.41 | 11.65 |
| Net cash ($bn) | 0.2 | (6.6) | (18.2) | (42.7) |
| Efficiency and cash quality | ||||
| Days sales outstanding | n/a | 79 | 225 | 158 |
Gross margin excludes most server and GPU depreciation (technology and infrastructure). ROE is n/a where average equity is negative or not available. Returns are negative on GAAP net losses.
Table 5.4 Valuation snapshot at $48.73 per share, 10 Nov 2026
| Measure | Value |
|---|---|
| Market cap ($bn) | 27.1 |
| Enterprise value ($bn) | 69.8 |
| EV/Sales (TTM) (x) | 7.1 |
| EV/EBITDA (TTM) (x) | 13.5 |
| FCF yield (%) | (75.4) |
| Price/Book (x) | 6.7 |
Cost structure and profitability
- Costs (revenue less operating income) $3.45bn in Q3 2026, +163.1%, against revenue +168.3%; GAAP operating margin 1.9 pts year on year and 7.6 pts on Q2 2026.
- Technology and infrastructure 55.3% of revenue against 54.8% a year earlier; it holds most server and GPU depreciation. Depreciation and amortization was $1.89bn, +199.6%.
- Cost of revenue 32.3% of revenue against 27.0% in Q3 2025; rent rose $488m, utilities and power $146m and depreciation of power installation and distribution systems $119m year on year as new data centers came online (Q3 2026 10-Q).
- General and administrative 5.1% of revenue and stock based compensation 4.4%, against 11.1% and 10.6% a year earlier.
Table 5.5 Costs as % of revenue, last five quarters
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Cost of revenue (% of revenue) | 27.0 | 32.4 | 34.5 | 34.1 | 32.3 |
| Technology and infrastructure (% of revenue) | 54.8 | 60.4 | 61.3 | 58.5 | 55.3 |
| Sales and marketing (% of revenue) | 3.3 | 3.3 | 3.3 | 2.3 | 1.6 |
| General and administrative (% of revenue) | 11.1 | 9.6 | 7.9 | 6.9 | 5.1 |
| Stock based compensation (incl. in lines above) (% of revenue) | 10.6 | 10.0 | 7.4 | 6.4 | 4.4 |
| Depreciation and amortization (incl. in lines above) (% of revenue) | 46.2 | 52.2 | 55.2 | 54.1 | 51.6 |
| Operating income (loss) (% of revenue) | 3.8 | (5.7) | (6.9) | (1.9) | 5.7 |
| Interest expense, net (% of revenue) | 22.8 | 24.7 | 25.8 | 24.9 | 23.1 |
Table 5.6 Operating income to net loss ($m)
| Line | Q3 2025 | Q3 2026 | 9M 2026 |
|---|---|---|---|
| Revenue | 1,364.7 | 3,661.0 | 8,314.0 |
| Adjusted operating income | 217 | 379 | 528 |
| GAAP operating income (loss) | 51.9 | 207.0 | 14.0 |
| Interest expense, net | (310.6) | (846.0) | (2,022.0) |
| Other income, net | 21.9 | 13.0 | 162.0 |
| Income taxes | 126.7 | (83.0) | (229.0) |
| Net loss | (110.1) | (709.0) | (2,075.0) |
Q3 2025 includes a tax benefit of $127m. Q2 2026 other income includes $109m of unrealized gains on strategic investments.
Debt, interest and capital expenditure
- Debt $46.9bn at 30 Sep 2026, +119.3% since 31 Dec 2025; recourse $41.6bn (current $9.18bn) and non recourse $5.27bn (current $1.39bn). Principal $47.51bn: delayed draw term loans $17.6bn, notes $20.8bn, OEM and software financing $7.66bn (Q3 2026 10-Q).
- Principal due by year (Q3 2026 10-Q): $2.43bn in the rest of 2026, $10.97bn in 2027, $5.48bn in 2028, $4.73bn in 2029, $4.25bn in 2030 and $19.65bn later. 9M 2026 debt service was about $9.1bn ($7.6bn principal, $1.6bn interest). CoreWeave was in compliance with all covenants at 30 Sep 2026.
- Interest expense, net, by quarter from Q1 2025: $264m, $267m, $311m, $388m, $536m, $640m, $846m; Q4 2026 guidance $1.05bn to $1.15bn. It is net of capitalized interest ($182m in FY2025, $79m in Q2 2026, $54m in Q3 2026). Interest on debt was $769m in Q3 2026: contractual $766m plus $57m amortization of discounts and issuance costs less $54m capitalized; interest expense, net also includes interest on finance leases and imputed interest on customer contracts with financing components (10-Q MD&A).
- Capex on two measures: cash purchases of property and equipment $9.44bn in Q3 2026 and $23.56bn in 9M 2026. On the company measure (additions to property and equipment incl. finance leases, less changes in construction in progress; definition in 8-K Ex 99.2, Sep 2026) capex was $14.5bn in Q3 2026 and $30.7bn in 9M 2026, derived from gross property and equipment in the Forms 10-Q. Property and equipment added through liabilities, incl. OEM financed additions, was $11.83bn in 9M 2026. Guidance of $37bn to $39bn uses the company measure.
- Vendor financing and revolver: OEM and software financing, 1 to 3 year terms, was $4.17bn at 31 Dec 2025, $5.10bn at 30 Jun 2026 and $7.66bn at 30 Sep 2026 ($6.89bn recourse, $0.77bn non recourse). The $2.5bn revolver had $1.2bn drawn and $754m available at 30 Sep 2026.
Table 5.7 Debt facilities as filed (committed size, terms and amounts outstanding)
| Facility | Size | Stated rate | Effective rate Q3 2026 | Maturity | Outstanding 31 Dec 2025 | Outstanding 30 Sep 2026 |
|---|---|---|---|---|---|---|
| DDTL 1.0 | $2.30bn | SOFR + 9.62% (from May 2024) | 15% | Mar 2028 | $1.55bn | $1.14bn |
| DDTL 2.0 | $7.60bn | SOFR + 6.00% to 13.00% by customer rating | 11% | Aug 2030 | $5.04bn | $2.80bn |
| DDTL 2.1 | $3.00bn | SOFR + 4.25% | 9% | Mar 2031 | $2.74bn | $2.49bn |
| DDTL 3.0 | $2.60bn | SOFR + 4.00% | 9% | Aug 2030 | $340m | $2.32bn |
| DDTL 4.0 | $8.50bn | SOFR + 2.25% or Treasury + 2.00% fixed (about 5.9% at first draw) | 7% | Mar 2032 | not issued | $4.58bn |
| DDTL 5.0 | $3.10bn | SOFR + 4.50% | 9% | Nov 2031 | not issued | $2.75bn |
| DDTL 5.5 | $2.60bn | Term SOFR + 5.50% | 11% | Sep 2031 | not issued | $1.56bn |
| Revolving credit facility | $2.50bn | SOFR + 1.75% | 7% | Nov 2029 | $1.00bn | $1.20bn |
| 9.25% senior notes 2030 | $2.00bn | 9.25% coupon | 10% | Jun 2030 | $2.00bn | $2.00bn |
| 9.00% senior notes 2031 | $1.75bn | 9.00% coupon | 10% | Feb 2031 | $1.75bn | $1.75bn |
| 9.75% senior notes 2031 | $2.75bn | 9.75% coupon | 10% | Oct 2031 | not issued | $2.75bn |
| 9.625% senior notes 2032 (US dollars) | $1.25bn | 9.625% coupon | 10% | Jul 2032 | not issued | $1.25bn |
| 8.500% senior notes 2032 (EUR 2.00bn) | $2.28bn | 8.500% coupon | 9% | Jul 2032 | not issued | $2.27bn |
| 1.75% convertible notes 2031 | $2.59bn | 1.75% coupon; conversion price $107.80 | 2% | Dec 2031 | $2.59bn | $2.59bn |
| 1.75% convertible notes 2032 | $4.00bn | 1.75% coupon; conversion price $119.60 | 2% | Oct 2032 | not issued | $4.00bn |
| 2.875% convertible notes 2033 | $4.20bn | 2.875% coupon; conversion price $97.85 | 3% | Apr 2033 | not issued | $4.20bn |
| OEM and software financing (GPU and equipment) | n/a | n/a | 10% recourse, 9% non recourse | Dec 2026 to Jul 2030 (recourse); Oct 2026 to Aug 2028 (non recourse) | $4.17bn | $7.66bn |
| Magnetar loan | n/a | 12% | 12% | Jan 2029 | $273m | $195m |
Q3 2026 10-Q (Note 10), FY2025 10-K and 8-K exhibits. Outstanding amounts before unamortized discount and issuance costs of $552m (recourse) and $80m (non recourse). DDTL 4.0 and $770m of OEM financing are non recourse. EUR notes at their US dollar amount. Effective rates as filed, rounded to whole numbers.
6 MD&A & Management Commentary
Q3 2026 results: 8-K Ex 99.1 of 10 Nov 2026 and 10-Q of 12 Nov 2026
- Revenue $3.661bn, +168.3% year on year and $1.09bn above Q2 2026; 9M 2026 $8.314bn. The release states that adjusted operating margin reached double digits one quarter ahead of plan.
- Profit lines: GAAP operating income $207m against $52m; adjusted operating income $379m against $217m; adjusted EBITDA $2.26bn (62%); net loss $709m against $110m. Q3 2025 included a tax benefit of $127m from the One Big Beautiful Bill Act.
- Costs: cost of revenue $1.18bn (32.3% of revenue against 27.0%); technology and infrastructure $2.03bn (55.3% against 54.8%); general and administrative $188m; stock based compensation $160m. The 10-Q MD&A attributes the cost of revenue increase of $814m mainly to rent (+$488m), utilities and power (+$146m) and depreciation of power installation and distribution systems (+$119m); depreciation in technology and infrastructure rose to about $1.7bn from $605m.
- Customers (10-Q): about 90% of the Q3 revenue increase and 92% of the 9M increase came from existing customers. Deferred revenue was $10.0bn at 30 Sep 2026; $1.9bn moved from deferred revenue to customer liabilities in the quarter as contracts became cancellable.
- Cash: operating cash flow $1.98bn in Q3 and $5.64bn in 9M 2026; cash capex $9.44bn in Q3 and $23.56bn in 9M 2026; debt proceeds $27.05bn and repayments $7.56bn in 9M 2026. Property and equipment added through liabilities, incl. OEM financed additions, was a further $11.83bn of non cash investing activity in 9M 2026 (10-Q).
- Product and technology (release): CoreWeave Forge launched; first production Vera Rubin NVL72 workloads, for Cognition, at 4.8x the token throughput of GB200 NVL72.
Table 6.1 Guidance as filed in the 8-K Ex 99.1 of 10 Nov 2026
| Item | Outlook | Source |
|---|---|---|
| FY2026 revenue | $13.0bn to $13.3bn, raised | 8-K Ex 99.1, 10 Nov 2026 |
| Implied Q4 2026 revenue | $4.69bn to $4.99bn, derived as FY guidance less 9M revenue of $8.314bn; +198.1% to +217.2% on Q4 2025 | derived |
| FY2026 adjusted operating income | $1.275bn to $1.375bn, 26% above prior guidance at the midpoint; 9M 2026 actual $528m | 8-K Ex 99.1, 10 Nov 2026 |
| FY2026 capital expenditure | $37bn to $39bn (prior $35bn to $39bn) on the company measure, defined as additions to property and equipment incl. finance leases less changes in construction in progress; 9M 2026 on that measure $30.7bn (derived from the Forms 10-Q), cash purchases $23.56bn | 8-K Ex 99.1, 10 Nov 2026; definition 8-K Ex 99.2, 17 Sep 2026; 10-Q Q2 and Q3 2026 |
| Q4 2026 interest expense | $1.05bn to $1.15bn, against $846m in Q3 2026 | 8-K Ex 99.1, 10 Nov 2026 |
| Active power at end 2026 | more than 1.85 GW | 8-K Ex 99.1, 10 Nov 2026 |
| Exit 2026 annualized run rate revenue | $20bn to $21bn, defined as last month revenue x 12 | 8-K Ex 99.1, 10 Nov 2026 |
| Customer prepayments and deposits | about $9bn expected in the three months after the release | 8-K Ex 99.1, 10 Nov 2026 |
| Active power by 2030 (target) | more than 8 GW (CEO statement); NVIDIA framework for more than 5 GW of AI factories by 2030 | 8-K Ex 99.1, 7 May 2026; 8-K, 26 Jan 2026 |
Management and CFO commentary
- CoreWeave files no CFO commentary document; the points below come from the earnings releases and financing releases filed as 8-K exhibits.
- Q3 2026 release (10 Nov 2026), CEO Michael Intrator: revenue up more than $1bn on Q2; adjusted operating margin reached double digits one quarter ahead of plan; about $9bn of customer prepayments and deposits expected in the next three months.
- Q3 2026 release, outlook section: FY2026 capex now $37bn to $39bn (prior $35bn to $39bn) as infrastructure is delivered sooner than planned; adjusted operating income guidance 26% above prior guidance at the midpoint.
- Q2 2026 release (11 Aug 2026): backlog about $104bn, excluding more than $25bn of net new commitments added in early Q3; active power 1.5 GW after nearly 500 MW added; added to the Nasdaq 100.
- Q1 2026 release (7 May 2026): backlog $99.4bn; new Meta commitment of $21bn and a multi year Anthropic agreement; target of more than 8 GW by 2030.
- Financing releases (Mar to Aug 2026), Chief Development Officer Brannin McBee: DDTL 4.0 described as the first investment grade GPU backed financing; DDTL 5.0 as the first publicly syndicated loan of its kind; more than $30bn of debt and equity raised in 2026 by Aug 2026.
Table 6.2 Management statements in their own words
| Speaker | Date and source | Statement |
|---|---|---|
| Michael Intrator, CEO | 10 Nov 2026, 8-K Ex 99.1 | “This was a breakout quarter for CoreWeave” |
| Michael Intrator, CEO | 7 May 2026, 8-K Ex 99.1 | “This was the strongest bookings quarter in CoreWeave's history” |
| Nitin Agrawal, CFO | 26 Feb 2026, 8-K Ex 99.1 | “CoreWeave is well positioned for sustained hypergrowth.” |
Table 6.3 Key disclosures in the FY2025 10-K and the Q3 2026 10-Q
| Item | Disclosure |
|---|---|
| 10-K FY2025, business | 43 data centers and over 850 MW of active power at 31 Dec 2025; about 3.1 GW contracted; weighted average duration of committed contracts about 5 years; 98% of revenue from committed contracts. |
| 10-K FY2025, concentration | Microsoft about 67% of FY2025 revenue and 68% of receivables (62% of revenue in FY2024); another customer 11% of receivables. |
| 10-K FY2025, commitments | Leases not yet commenced $38.5bn (5 to 17 year terms) plus a single site data center commitment of $13.5bn to $14.4bn; a further $8.8bn of lease commitments signed by Feb 2026; capex incurred but unpaid $11.15bn at year end. |
| 10-K FY2025, debt | Principal maturities at 31 Dec 2025: $6.71bn in 2026, $4.30bn in 2027, $2.39bn in 2028, $1.77bn in 2029, $2.11bn in 2030 and $4.34bn later. |
| 10-K FY2025, controls | Disclosure controls not effective at 31 Dec 2025 due to material weaknesses (IT general controls, segregation of duties, finance staffing); remediation ongoing. |
| 10-Q Q3 2026, revenue | About 90% of the Q3 revenue increase came from existing customers (Q2 2026: 93%); cost of revenue 32% of revenue against 27%, with rent +$488m, utilities and power +$146m and power installation depreciation +$119m. |
| 10-Q Q3 2026, customers | Customer B 30% and Customer A 24% of Q3 revenue; 9M 2026: A 33%, B 26%; no other customer at 10% or more. Letters may refer to different customers than in prior periods (Q2 2026: 36%, 26% and 10%). Receivables: 33%, 18%, 14% and 12% from four customers. |
| 10-Q Q3 2026, liquidity | Liquidity $9.84bn at 30 Sep 2026 ($15.55bn at 30 Jun 2026): cash $4.12bn, marketable securities $62m and facility availability $5.65bn; $17.6bn outstanding under the DDTLs; $20.8bn notes principal; no shares sold under the at the market program to 30 Sep 2026. |
| 10-Q Q3 2026, RPO | RPO $132.3bn (30 Jun 2026: $103.7bn); 36% expected within 24 months, 38% in months 25 to 48 and the rest in months 49 to 86. |
| 10-Q Q3 2026, commitments | Leases not yet commenced $47.4bn, starting 2026 to 2029 with 7 to 17 year terms (31 Dec 2025: $38.5bn), plus a single site lease capped at $16.9bn with 453 MW undelivered; construction commitments $2.1bn; funding commitments to data center VIEs $1.9bn, of which $859m funded. |
| 10-Q Q3 2026, legal | Securities class action filed 12 Jan 2026; three New Jersey derivative actions consolidated on 1 Apr 2026 and stayed on 21 May 2026; a Delaware derivative action filed 12 May 2026 and stayed on 13 Oct 2026; no material loss accrued. |
7 Peer Valuation & Sector Summary
- Sector: AI cloud infrastructure. The FY2025 10-K names AWS, Google Cloud, Microsoft Azure and Oracle as competitors, several of which are also customers. Specialist GPU clouds Nebius (Form 6-K filer), IREN and Applied Digital (data center landlord to CoreWeave) are covered in chapters 2 to 4.
- Growth, latest quarter year on year: CRWV 168.3%, ORCL 29.6%, GOOGL 24.7%, MSFT 18.8%, AMZN 12.1% (company totals; cloud lines in chapter 3).
- GAAP operating margin TTM: MSFT 47.1%, GOOGL 33.3%, ORCL 32.1%, AMZN 13.1%, CRWV (0.8%). FCF margin: CRWV (206.6%), ORCL (40.0%), AMZN (5.3%).
- Valuation, EV/Sales TTM: MSFT 11.1x, GOOGL 7.2x, CRWV 7.1x, ORCL 6.8x, AMZN 3.3x. Net debt: CRWV $42.7bn against ORCL $88.3bn and AMZN $66.1bn.
Table 7.1 Peer comparison, latest reported trailing twelve months
| Company | Revenue TTM ($bn) | Revenue growth (%) | Gross margin (%) | Operating margin (%) | Net margin (%) | FCF margin (%) | ROE (%) | Net cash ($bn) | Market value ($bn) | EV/Sales (x) | P/E TTM (x) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CRWV | 9.9 | 168.3 | 66.7 | (0.8) | (25.6) | (206.6) | (62.8) | (42.7) | 27 | 7.1 | n/a |
| MSFT | 346.4 | 18.8 | 67.7 | 47.1 | 41.2 | 17.3 | 34.2 | 29.0 | 3,884 | 11.1 | 27.2 |
| AMZN | 797.5 | 12.1 | 51.4 | 13.1 | 16.9 | (5.3) | 26.3 | (66.1) | 2,599 | 3.3 | 19.3 |
| GOOGL | 471.1 | 24.7 | 60.9 | 33.3 | 50.0 | 4.2 | 44.3 | 139.0 | 3,543 | 7.2 | 15.1 |
| ORCL | 71.8 | 29.6 | 64.0 | 32.1 | 26.4 | (40.0) | 43.4 | (88.3) | 396 | 6.8 | 20.9 |
CRWV TTM Q4 2025 to Q3 2026 at the 10 Nov 2026 close; growth is Q3 2026 year on year. MSFT, AMZN, GOOGL and ORCL rows from their own filings with their own TTM periods and price dates of 29 or 30 Oct 2026; ORCL TTM to 31 Aug 2026. CRWV gross margin excludes most server and GPU depreciation. Net cash excludes leases. P/E is n/a on a TTM net loss. Nebius (Form 6-K filer, latest Q2 2026), Applied Digital and IREN report no comparable TTM row and appear in chapters 2 to 4. Lambda files no reports with the SEC.
8 Material Events & Contracts
- 21 Forms 8-K from 10 Nov 2025 to 10 Nov 2026: five earnings releases, eleven financing filings (delayed draw term loans, senior notes, convertible notes, the at the market program), the NVIDIA and Jane Street equity placements, the Meta order, the DDTL 3.0 amendment and the annual meeting results.
- Core Scientific (8-K Item 1.02, 30 Oct 2025): Core Scientific terminated the all stock merger agreement after its stockholders voted against it on 30 Oct 2025; the termination falls 11 days before the window of the table below, which starts on 10 Nov 2025.
- Financing terms: DDTL 4.0 ($8.5bn) is non recourse with a limited parent guarantee for specified bad acts and rated A3 and A (low); DDTL 5.0 ($3.1bn) and 5.5 ($2.6bn) carry a full parent guarantee and Ba2 and BB+ ratings; DDTL 5.5 finances contracts averaging about three years with an about five year loan.
- Equity linked: convertible notes due 2031 ($2.59bn, conversion price $107.80), 2032 ($4.0bn, $119.60) and 2033 ($4.2bn, $97.85), each with capped calls (caps $215.60, $230.00 and $199.70).
Table 8.1 Forms 8-K filed in the last twelve months
| Date | Items | Event |
|---|---|---|
| 10 Nov 2025 | 2.02, 9.01 | Q3 2025 results (Ex 99.1): revenue $1.36bn, backlog $55.6bn, about 590 MW active and 2.9 GW contracted power |
| 11 Dec 2025 | 1.01, 3.02, 8.01, 9.01 | Closed $2.59bn 1.75% convertible senior notes due 2031; conversion price about $107.80; capped calls; convertible promissory notes from acquisitions |
| 2 Jan 2026 | 1.01 | DDTL 3.0 amendment aligning facility to delivery timing: min liquidity $100m Mar to Apr 2026, DSCR test postponed to Oct 31 2027, unlimited equity cures before Oct 28 2026 |
| 26 Jan 2026 | 3.02, 7.01, 8.01, 9.01 | NVIDIA bought 22,935,780 Class A shares at $87.20 ($2.0bn); collaboration framework for more than 5 GW of AI factories by 2030 |
| 26 Feb 2026 | 2.02, 9.01 | Q4 2025 results: revenue $1.57bn, FY2025 revenue $5.13bn, backlog $66.8bn |
| 31 Mar 2026 | 1.01, 2.03, 7.01, 9.01 | $8.5bn DDTL 4.0 (non recourse, investment grade rated): SOFR + 2.25% floating or Treasury + 2.00% fixed; draws to Jun 2027, maturity Mar 31 2032; DSCR 1.15x |
| 9 Apr 2026 | 7.01, 8.01, 9.01 | New Meta order form: about $21bn commitment through Dec 20 2032 (incl. option exercise through Apr 10 2032) |
| 9 Apr 2026 | 7.01, 8.01, 9.01 | Launch of senior notes and convertible notes offerings; supplemental investor information |
| 14 Apr 2026 | 1.01, 2.03, 3.02, 9.01 | Closed $1.75bn 9.75% senior notes due Oct 2031 and $4.0bn 1.75% convertible notes due Oct 2032 (conversion price about $119.60; capped calls $492m, cap $230) |
| 15 Apr 2026 | 3.02, 7.01, 9.01 | Jane Street bought 9,174,311 Class A shares at $109.00 (about $1.0bn) |
| 21 Apr 2026 | 1.01, 2.03, 8.01, 9.01 | Add on offering of 9.75% senior notes due 2031 (total outstanding $2.75bn per Q2 10-Q) |
| 7 May 2026 | 2.02, 9.01 | Q1 2026 results: revenue $2.08bn, backlog $99.4bn, active power above 1 GW |
| 18 May 2026 | 1.01, 2.03, 7.01, 9.01 | $3.1bn DDTL 5.0: SOFR + 4.50%, parent guaranteed, draws to Sep 2026, maturity Nov 15 2031, DSCR 1.35x |
| 10 Jun 2026 | 5.07 | Annual meeting Jun 8 2026: Intrator re elected, Deloitte ratified, say on pay approved, annual frequency |
| 11 Jun 2026 | 7.01 | Launch of $3.5bn US dollars and EUR senior notes offering due 2032 |
| 18 Jun 2026 | 1.01, 2.03, 9.01 | Closed $1.25bn 9.625% US dollars notes and EUR 2.00bn 8.500% notes, both due Jul 15 2032 |
| 10 Aug 2026 | 1.01, 2.03, 7.01, 9.01 | $2.6bn DDTL 5.5: Term SOFR + 5.50%, parent guaranteed, draws to Dec 2026, maturity Sep 1 2031, DSCR 1.35x; for shorter duration contracts |
| 11 Aug 2026 | 2.02, 9.01 | Q2 2026 results: revenue $2.58bn, backlog about $104bn |
| 17 Sep 2026 | 7.01, 8.01, 9.01 | ATM equity program for up to 35,000,000 Class A shares incl. collared forward sales; no ATM sales for at least 30 days after the convert purchase agreement; convert offering launch |
| 22 Sep 2026 | 1.01, 3.02, 8.01, 9.01 | Closed $4.2bn 2.875% convertible notes due Apr 2033 (conversion price about $97.85; up to 52.58m shares); capped calls $566.2m, cap $199.70; net proceeds $4.14bn |
| 10 Nov 2026 | 2.02, 9.01 | Q3 2026 results: revenue $3.66bn, net loss $709m, backlog $132.5bn; FY2026 guidance raised |
Table 8.2 Material contracts and financing arrangements
| Contract | Terms |
|---|---|
| OpenAI master services agreement and orders | Up to about $11.9bn through Oct 2030 (Mar 2025), a $4bn expansion (Q2 2025 release) and an order of up to about $6.5bn through May 2031 (Sep 2025); total up to about $22.4bn as stated in the Q3 2025 release. |
| Meta order forms | Up to about $14.2bn through Dec 2031 (Sep 2025); about $21bn under an order form dated 31 Mar 2026 with capacity through 20 Dec 2032 (8-K of 9 Apr 2026). |
| Jane Street | About $6bn AI cloud commitment incl. Vera Rubin capacity; 9,174,311 Class A shares bought at $109.00 (about $1.0bn), Apr 2026. |
| Anthropic | Multi year agreement announced in the Q1 2026 release; no amount filed. |
| NVIDIA | 22,935,780 Class A shares at $87.20 ($2.0bn, Jan 2026); collaboration framework for more than 5 GW of AI factories by 2030; $6.3bn capacity agreement (Q3 2025 release). |
| Delayed draw term loans | DDTL 4.0 $8.5bn (SOFR + 2.25% or Treasury + 2.00%, maturity 31 Mar 2032); DDTL 5.0 $3.1bn (SOFR + 4.50%, 15 Nov 2031); DDTL 5.5 $2.6bn (SOFR + 5.50%, 1 Sep 2031); DDTL 3.0 amended 31 Dec 2025. |
| Senior notes | 9.25% 2030 $2.0bn; 9.00% 2031 $1.75bn; 9.75% 2031 $2.75bn incl. a $1.0bn add on at 102.00%; 9.625% 2032 $1.25bn; 8.50% 2032 EUR 2.0bn. |
| Equity distribution agreement | Up to 35,000,000 Class A shares through eleven agents with optional collared forward sales (17 Sep 2026); commission up to 2.0%. |
| Leases and data center commitments | Leases not yet commenced $47.4bn at 30 Sep 2026 (31 Dec 2025: $38.5bn) plus a single site lease with rent capped at $16.9bn over sixteen years and 453 MW still to be delivered in phases in 2026 and 2028 (Q3 2026 10-Q). |
9 Ownership, Voting Power & Annual Meeting
- Three classes of common stock: Class A with 1 vote, Class B with 10 votes held by the founders, Class C with none outstanding. Michael Intrator holds 38.70%, Brian Venturo 20.30% and Brannin McBee 14.59% of voting power (2026 proxy, 15 Apr 2026). Class B converts automatically on a trigger tied to Michael Intrator's service (10-K).
- Largest Class A holders: Magnetar 17.07%, NVIDIA 10.66% incl. the Jan 2026 placement, Jane Street 6.53%. Founders converted Class B to Class A before selling; Class B fell to 90.28m shares at 30 Oct 2026 from 100.00m at 15 Apr 2026 (Q3 2026 10-Q cover).
- Annual meeting of 8 Jun 2026 (Item 5.07): 1,233,902,447 votes present, 85.51% of combined voting power. Michael Intrator re elected with 93.2% of votes cast (78.0m withheld); Deloitte ratified with 99.9%; say on pay 99.8%; annual frequency chosen. Jack Cogen did not stand for re election.
- Insiders, Form 4 transactions 12 Nov 2025 to 9 Nov 2026: no open market purchases; sales of about $5.30bn (344 insider filings). Magnetar sold 20.19m shares for about $2.43bn; the three founders sold $2.55bn, mostly under Rule 10b5‑1 plans; about $2.56bn of all sales carried the plan flag. Sales were $3.58bn in Q2 2026 and $1.10bn in Q3 2026; sale prices ranged from $46.23 to $138.63.
Table 9.1 Annual meeting vote results, 8 Jun 2026
| Proposal | For (bn votes) | Against (bn votes) | Abstain (bn votes) | For as % of votes cast | Result |
|---|---|---|---|---|---|
| Elect Michael Intrator (Class I director; against column shows withheld) | 1.074 | 0.078 | n/a | 93.2 | Elected |
| Ratify Deloitte & Touche LLP | 1.231 | 0.001 | 0.002 | 99.9 | Approved |
| Say on pay (advisory) | 1.146 | 0.003 | 0.002 | 99.8 | Approved |
| Say on pay frequency (advisory) | One year 1,149,884,867 | Two years 219,374; three years 690,390 | 0.001 | n/a | One year |
Votes are voting power, with Class B at 10 votes per share. Broker non votes 82.2m on each item except the auditor ratification. Say on pay frequency: one year 1.15bn votes, two years 0.2m, three years 0.7m.
Annual meeting remarks
- No management remarks, presentation or shareholder questions from the virtual meeting of 8 Jun 2026 were filed; the Item 5.07 filing reports vote counts only.
Table 9.2 Holders and voting power, 15 Apr 2026
| Holder | Class A (m) | Class B (m) | Share of class (%) | Share of votes (%) |
|---|---|---|---|---|
| Magnetar Financial LLC (funds) | 77.68 | n/a | 17.07 of Class A | 5.34 |
| NVIDIA Corporation | 47.21 | n/a | 10.66 of Class A | 3.27 |
| Jane Street Group LLC | 28.91 | n/a | 6.53 of Class A | 2.00 |
| Michael Intrator (CEO) | 5.29 | 56.22 | 54.93 of Class B | 38.70 |
| Brian Venturo (CSO) | 0.42 | 30.11 | 28.89 of Class B | 20.30 |
| Brannin McBee (CDO) | 0.38 | 21.14 | 20.96 of Class B | 14.59 |
| Jack Cogen (former director) | 15.33 | n/a | 3.46 of Class A | 1.06 |
2026 proxy statement (DEF 14A): 442,969,348 Class A and 99,997,704 Class B shares outstanding at 15 Apr 2026. Class A carries 1 vote, Class B 10 votes. 13F holder trends are covered in the Sep 2026 sec-api.io ownership post.
Table 9.3 Insider sales by holder, Form 4 transactions 12 Nov 2025 to 9 Nov 2026
| Holder | Shares sold (m) | Value ($m) | Under trading plans ($m) |
|---|---|---|---|
| Magnetar Financial (10% owner) | 20.19 | 2,434 | n/a |
| Brian Venturo, Chief Strategy Officer | 10.39 | 999 | 983 |
| Michael Intrator, CEO | 9.49 | 897 | 882 |
| Brannin McBee, Chief Development Officer | 7.23 | 649 | 635 |
| Jack Cogen, director until Jun 2026 | 2.00 | 214 | n/a |
| Nitin Agrawal, CFO | 0.59 | 51 | 26 |
344 Forms 3, 4 and 5 with transactions from 12 Nov 2025 to 9 Nov 2026. Total open market and plan sales about $5.30bn; no open market purchases (code P). Trading plan flag read from the Rule 10b5‑1 checkbox or footnote text and may undercount.
10 Risk Factors
- Item 1A of the FY2025 10-K holds 67 risk factors against 70 in the IPO prospectus of 31 Mar 2025 (39,183 words against 40,817); CoreWeave listed in Mar 2025, so no FY2024 10-K exists. 3 factors were added, 6 removed and 19 materially reworded. All three 2026 Forms 10-Q restate Item 1A in full; the Q3 2026 10-Q adds an example of the Oct 2026 decline in share and note prices, which it attributes in part to negative publicity and market rumors about the company's use of debt and access to financing.
Table 10.1 Risk factors with filed figures
| Risk | Disclosure and change |
|---|---|
| Customer concentration | Microsoft 67% of FY2025 revenue; top two customers about 30% and 24% of Q3 2026 revenue against 67% for the top customer in Q3 2025 (Q3 2026 10-Q); the 10-K states concentration is likely to continue. |
| Indebtedness | Total indebtedness $47.5bn at 30 Sep 2026 with $5.7bn undrawn, against $21.6bn in the 10-K text; 9M 2026 debt service about $9.1bn, of which $7.6bn principal and $1.6bn interest (Q3 2026 10-Q); Q4 2026 interest guided at $1.05bn to $1.15bn. |
| Market perception and financing | New in the Q3 2026 10-Q: share and note prices declined in Oct 2026 and note yields increased, which the filing attributes in part to negative publicity and market rumors about its use of debt and access to financing. |
| Data center regulation | Q3 2026 10-Q adds the New York executive order of Jul 2026 pausing for up to one year discretionary state environmental permits for new or expanded data centers of 50 MW or more, and Pennsylvania and New Jersey energy and water reporting laws. |
| Power and data center construction | New 10-K factor on data center expansion, construction delays and equipment shortages; the power factor now names utilities, grid conditions and collateral requirements. |
| Supplier concentration | Top three suppliers 23%, 20% and 17% of FY2025 purchases against 46%, 16% and 14% in FY2024; Q2 2026 10-Q adds memory and storage supply constraints and rising GPU and memory costs. |
| Convertible notes and capped calls | Factors added on the capped calls and on conditional conversion, which could require cash settlement; extended to the 2032 notes in the Q1 2026 10-Q. |
| Litigation | Securities class action filed Jan 2026 and four derivative actions filed Feb to May 2026, all stayed until the class action is resolved (Q3 2026 10-Q); the factor heading moved from 'may become involved' to 'are involved'. |
| Dual class control and share sales | Founders held 73.6% of votes at 15 Apr 2026; the share sales factor now covers co founder sales, registration rights and dilution from offerings and convertibles. |
| Internal control | Material weaknesses reported at 31 Dec 2025 (10-K Item 9A) continued to exist at 30 Sep 2026 (Q3 2026 10-Q); no auditor attestation yet. |
How risk factors changed
- Comparison: 10-K FY2025 filed 2 Mar 2026 acc 0001769628-26-000104 against IPO prospectus (Form 424B4) filed 31 Mar 2025 acc 0001193125-25-067651; CoreWeave listed in March 2025, so no FY2024 10-K exists and the IPO prospectus is the prior year baseline.
- Tariffs appear in 8 risk factors (14 mentions) in the FY2025 10-K against 3 factors (4 mentions) in the March 2025 IPO prospectus.
- Data centers appear in 21 factors against 16, incl. a new factor on data center construction and expansion projects.
- Customer concentration text names Microsoft (67% of FY2025 revenue), OpenAI (up to $6.5bn order) and Meta (up to $14.2bn); the Q2 2026 10-Q shows three customers at 36%, 26% and 10% and the Q3 2026 10-Q two customers at 30% and 24%.
- Six IPO and offering factors were removed and three debt factors were added or expanded as convertible notes grew from 13 to 25 mentions; total debt in the text rose from $21.6bn (31 Dec 2025) to $35.6bn (30 Jun 2026), and total indebtedness was $47.5bn at 30 Sep 2026 (Q3 2026 10-Q).
- Litigation factors moved from hypothetical to actual after a securities class action (Jan 2026) and derivative suits (Feb 2026).
Table 10.2 Size of the risk factor section
| Measure | IPO prospectus (424B4, Mar 2025) | 10-K FY2025 |
|---|---|---|
| Risk factors (count) | 70 | 67 |
| Words in Item 1A | 40,817 | 39,183 |
Table 10.3 Risk factors added, removed and materially reworded
| Change | Risk factor | What changed |
|---|---|---|
| Added | Data center expansion and construction projects | New factor: to meet AI cloud demand CoreWeave and partners expand campuses, lease new sites or buy land to build, exposing it to construction delays, equipment shortages (GPUs, CPUs, memory) and partner cost overruns passed on to it. |
| Added | Capped call transactions may affect the share price | New factor tied to the $2.59bn 1.75% convertible notes due 2031 issued in Dec 2025 and the related capped calls (cap $215.60). |
| Added | Conditional conversion of the 2031 convertible notes | New factor: if conversion conditions are triggered, cash settlement could reduce liquidity and the notes may need to be reclassified as current liabilities. |
| Removed | Market opportunity estimates may prove inaccurate | Prospectus factor on third party market size forecasts dropped. |
| Removed | Possible repurchase of Class A shares | Removed after the Series C preferred put right terminated in Q3 2025, which added $1.2bn to stockholders' equity (Q3 2025 release). |
| Removed | No prior public market for the shares | IPO specific factor removed after listing on Nasdaq in March 2025. |
| Removed | Broad discretion over IPO proceeds | IPO specific factor removed. |
| Removed | Immediate dilution for IPO investors | IPO specific factor removed. |
| Removed | Public company obligations after losing EGC status | IPO specific factor removed; public company cost text remains in the factor on costs of operating as a public company. |
| Reworded | Access to sufficient power | Grew from 574 to 623 words and now names utilities, system operators and regulators, onerous grid conditions such as generation procurement or collateral requirements, and rising demand on local grids. |
| Reworded | Limited number of component suppliers | Updates supplier concentration: top three suppliers were 23%, 20% and 17% of purchases in FY2025 vs 46%, 16% and 14% in FY2024; adds lead time and short notice price increase language. |
| Reworded | Customer concentration | Microsoft share now 67% of FY2025 revenue (62% in FY2024); adds the OpenAI order of up to about $6.5bn (Sept 2025) and the Meta order of up to about $14.2bn through Dec 2031, and states concentration is likely to continue. |
| Reworded | History of net losses | Cut from 421 to 334 words; removes RSU tax withholding cash text and the passage on payback periods. |
| Reworded | Acquisitions, investments, partnerships | Replaces the pending Weights & Biases deal (Feb 2025) with completed deals incl. Monolith AI (Nov 2025) and lists integration risks. |
| Reworded | Kenilworth, New Jersey joint venture and real property | Heading changed from possible future real property acquisitions to an existing stake in a multi phase data center campus joint venture in Kenilworth, New Jersey. |
| Reworded | Negative publicity | Changed after the customer support text split into its own factor; adds risk from negative publicity about competitors or AI generally. |
| Reworded | Third party technology licenses | Cut from 1,097 to 394 words as the open source text became its own factor (heading unchanged in substance). |
| Reworded | Litigation | Heading changed from 'may become involved' to 'are involved': a putative securities class action and two derivative actions were filed in early 2026. |
| Reworded | Tax law changes (renamed) | Heading reworded from income tax reform to changes in tax laws; adds state and local tax incentives that could be withdrawn and the July 2025 One Big Beautiful Bill Act, which affected the Q3 2025 tax rate. |
| Reworded | Sales, use and other indirect taxes | Drops the passage on states imposing collection duties and adds accrual policy text for probable and estimable losses. |
| Reworded | Currency exchange rates | Adds that CoreWeave now hedges currency risk and that hedges may not work as intended. |
| Reworded | Substantial indebtedness | Total indebtedness stated at $21.6bn at 31 Dec 2025 with $3.7bn undrawn; adds DDTL 2.1 ($3.0bn), DDTL 3.0 ($2.6bn), the $2.5bn revolver to Nov 2029 and $5.2bn of OEM and software financing. |
| Reworded | Share price volatility | Heading now says the price 'has been' volatile; IPO pricing text replaced by a list of trading factors. |
| Reworded | Sales of shares and new issuance | lockup and IPO resale text (83.7% of holders locked up) replaced by co founder share sales, registration rights and dilution from future offerings and convertibles. |
| Reworded | Multi class voting control | Restated as of 31 Dec 2025: co founders hold all Class B shares with ten votes each; adds the automatic Class B conversion trigger tied to Michael Intrator's service. |
| Reworded | Macroeconomic and trade conditions | 'AI and machine learning' changed to 'AI and high performance computing'; adds 2025 and 2026 US tariff announcements and retaliation. |
| Reworded | ESG expectations | Drops the SEC climate rule reference; adds ESG rating system uncertainty and supplier emission dependence. |
| Reworded | Securities class action litigation | Heading changed from 'could be subject' to 'have been subject': a class action was filed in Jan 2026 and two derivative actions in Feb 2026. |
Table 10.4 Risk factor updates in quarterly reports since the annual filing
| Filing | Change disclosed |
|---|---|
| 10-Q Q1 2026 filed 7 May 2026 | Full Item 1A restated (about 39,400 words). Updates: top two customers 65% of Q1 2026 revenue (top customer 72% in Q1 2025); DDTL 4.0 ($8.5bn, limited parent guarantee) and April 2026 notes ($2.75bn 9.750% notes, $4.0bn 2032 converts) added; Q1 debt service $1.8bn; conditional conversion factor extended to the 2032 converts; derivative suits now consolidated; 'digital services' dropped from the indirect tax heading. |
| 10-Q Q2 2026 filed 11 Aug 2026 | Full Item 1A restated (about 40,100 words). Updates: top three customers 36%, 26% and 10% of Q2 2026 revenue (top customer 71% in Q2 2025); new text on memory and storage supply constraints and rising GPU, storage and memory costs; regulator sentiment on data center electricity and water use; AI based cyberattacks; Jane Street $6.0bn commitment; total debt $35.6bn with $10.0bn undrawn; H1 debt service about $6.2bn; June 2026 US dollars and EUR notes; expanded AI environmental scrutiny text. |
| 10-Q Q3 2026 filed 12 Nov 2026 | Full Item 1A restated, about 2,200 words longer than in the Q2 2026 10-Q. Updates: top two customers about 30% and 24% of Q3 2026 revenue (top customer 67% in Q3 2025); a new example states that in Oct 2026 the share price and the prices of certain notes declined and note yields increased, due in part to negative publicity and market rumors about the company's use of debt and access to financing; new text on collared forward sales under the at the market program; the New York executive order of Jul 2026 pausing for up to one year discretionary state environmental permits for new or expanded data centers of 50 MW or more; Pennsylvania and New Jersey energy and water reporting laws; tariffs and tax law changes; pricing pressure from open weight models; expansion to India and Indonesia; higher market interest rates; total indebtedness $47.5bn with $5.7bn undrawn; 9M 2026 debt service about $9.1bn; closing price range since the IPO $35.42 to $183.58. |
11 Stock Price, Scenarios & Sensitivity
- CRWV closed at $48.73 on 10 Nov 2026, before the Q3 2026 release after the close. 52 week closing high $137.98 on 6 May 2026 and closing low $43.66 on 5 Nov 2026; the close is 64.7% below the 52 week high. IPO price $40.00 on 28 Mar 2025; highest month end close since listing $163.06 in Jun 2025.
- Valuation basis: EV/Sales. Market value $27.1bn on 556.1m Class A and Class B shares (30 Oct 2026, Q3 2026 10-Q cover); enterprise value $69.8bn adds net debt of $42.69bn (debt less cash and marketable securities; leases excluded). EV/Sales 7.1x TTM revenue of $9.89bn; EV/EBITDA 13.5x on GAAP operating income plus depreciation and 12.0x on adjusted EBITDA of $5.82bn. P/E is n/a on the TTM net loss.
- Scenario method: implied price equals TTM Q3 2029 revenue times an exit EV/Sales multiple, less net debt of $42.69bn held at the 30 Sep 2026 level, divided by 611.7m shares (556.1m plus 10% for the convertible notes and the at the market program). Revenue grows from TTM Q3 2026 $9.89bn for three years. Net debt held flat is a simplification: FY2026 capex guidance of $37bn to $39bn is funded mainly with new debt.
Critical factors and core assumptions
Table 11.1 Critical factors behind the best case
| Factor | Current value | Best case requires | Evidence in filings |
|---|---|---|---|
| Power delivery | more than 1.7 GW active, more than 4.6 GW contracted (Q3 2026) | more than 8 GW active by 2030 (CEO target) | 8-K Ex 99.1 of 7 May and 10 Nov 2026 |
| Backlog conversion | backlog $132.5bn; RPO $132.3bn, 36% within 24 months (Q3 2026) | delivery on schedule, no customer deferrals | Q3 2026 10-Q; 8-K Ex 99.1 |
| Interest burden | Q3 2026 interest $846m against adjusted operating income $379m | adjusted operating income above interest expense | 8-K Ex 99.1; DDTL 4.0 at SOFR + 2.25% against DDTL 1.0 at SOFR + 9.62% |
| Customer concentration | top two 30% and 24% (Q3 2026) | no customer above 25% of revenue | Q3 2026 10-Q; Microsoft 67% in FY2025 |
| Funding of capex | 9M 2026 cash capex $23.56bn against operating cash flow $5.64bn | prepayments and contract backed debt fund the build | 8-K Ex 99.1: about $9bn of prepayments expected in three months |
| Dilution | converts up to 30.0m, 43.5m and 52.6m shares at maximum rates; ATM up to 35m shares, none sold to 30 Sep 2026 | capped calls and growth absorb dilution | indentures and equity distribution agreement (8-K exhibits) |
- Revenue base TTM Q3 2026 $9.89bn; FY2026 guidance $13.0bn to $13.3bn and exit 2026 run rate guidance $20bn to $21bn; backlog $132.5bn.
- Best case: 45% revenue CAGR as contracted power is energized on schedule; exit EV/Sales 7x, near today's 7.1x and Alphabet 7.2x.
- Base case: 32% revenue CAGR with power delivery delays; exit EV/Sales 5x, between Amazon 3.3x and Oracle 6.8x.
- Worst case: 12% revenue CAGR as customers defer backlog and contracts renew at lower prices; exit EV/Sales 3.5x.
- Shares up 10% from 556.1m through convertible notes and the at the market program; no dividends or buybacks; net debt held at $42.69bn.
Scenarios, three years forward
Table 11.2 Scenario analysis, TTM Q3 2026 to TTM Q3 2029
| Measure | Worst case | Base case | Best case |
|---|---|---|---|
| Revenue CAGR, 3 years (%) | 12.0 | 32.0 | 45.0 |
| Revenue, TTM Q3 2029 ($bn) | 13.9 | 22.7 | 30.1 |
| Exit EV/Sales (x) | 3.5 | 5.0 | 7.0 |
| Implied price ($) | 10 | 116 | 275 |
| Change against $48.73 (%) | (80) | 138 | 465 |
| Implied annual return (%) | (41.7) | 33.5 | 78.1 |
| Description | Backlog deferred; lower renewal pricing | Growth slows with delivery delays | Power energized on schedule; multiple near today |
Implied price = (TTM Q3 2029 revenue x exit EV/Sales less net debt $42.69bn) / 611.7m shares. Margins do not enter the EV/Sales calculation. Change and return are measured against the close of $48.73 on 10 Nov 2026.
Sensitivity analysis
Table 11.3 Sensitivity of implied price to revenue CAGR and exit EV/Sales
| Revenue CAGR \ EV/Sales | 4x | 5x | 6x | 7x | 8x |
|---|---|---|---|---|---|
| 12% | $21 | $44 | $66 | $89 | $112 |
| 22% | $48 | $77 | $106 | $136 | $165 |
| 32% | $79 | $116 | $153 | $190 | $228 |
| 38% | $100 | $143 | $185 | $228 | $270 |
| 45% | $127 | $177 | $226 | $275 | $324 |
Cells show implied share price in year 3. Close of 10 Nov 2026 $48.73. Blue cells sit above it, red cells below. EV/Sales basis on TTM Q3 2029 revenue; net debt held flat; shares up 10%.
Disclaimer
This analysis is for information only and is not financial advice. It is derived from public SEC filings retrieved via sec-api.io and is not a publication of the U.S. Securities and Exchange Commission. Scenario values are model outputs under stated assumptions and are not forecasts. Data as of 13 November 2026.
Sources
All company and peer figures are read from SEC filings retrieved through the sec-api.io MCP server. Share prices are regular session closes as dated in the text.
Table A.1 Filings used, with accession numbers
| Form | Period | Filed | Accession number |
|---|---|---|---|
| 10-Q | Q3 2026 | 12 Nov 2026 | 0001769628-26-000465 |
| 8-K Ex 99.1 | Q3 2026 | 10 Nov 2026 | 0001769628-26-000461 |
| 10-Q | Q2 2026 | 11 Aug 2026 | 0001769628-26-000366 |
| 8-K Ex 99.1 | Q2 2026 | 11 Aug 2026 | 0001769628-26-000362 |
| 10-Q | Q1 2026 | 7 May 2026 | 0001769628-26-000222 |
| 8-K Ex 99.1 | Q1 2026 | 7 May 2026 | 0001769628-26-000220 |
| 10-K | FY2025 | 2 Mar 2026 | 0001769628-26-000104 |
| 8-K Ex 99.1 | Q4 2025 | 26 Feb 2026 | 0001769628-26-000094 |
| 10-Q | Q3 2025 | 13 Nov 2025 | 0001769628-25-000062 |
| 10-Q | Q2 2025 | 12 Aug 2025 | 0001769628-25-000041 |
| 10-Q | Q1 2025 | 14 May 2025 | 0001769628-25-000014 |
| DEF 14A | 2026 proxy | 22 Apr 2026 | 0001769628-26-000191 |
| 8-K Item 5.07 | 2026 annual meeting | 10 Jun 2026 | 0001769628-26-000270 |
| 8-K Item 1.02 | Core Scientific termination | 30 Oct 2025 | 0000950103-25-014006 |
Table A.2 Peer filings used
| Company | Form | Filed | Accession number |
|---|---|---|---|
| Alphabet | 10-Q Q3 2026 | 28 Oct 2026 | 0001652044-26-000084 |
| Amazon | 8-K Ex 99.1 | 30 Jul 2026 | 0001018724-26-000024 |
| Amazon | 8-K Ex 99.1 Q3 2026 | 29 Oct 2026 | 0001018724-26-000038 |
| Anthropic | S-1 | Oct 2026 | 0001628280-26-067168 |
| Applied Digital | 8-K Ex 99.1 | 7 Oct 2026 | 0001144879-26-000057 |
| IREN | 8-K Ex 99.1 | 5 Nov 2026 | 0001878848-26-000065 |
| IREN | 8-K Ex 99.1 | 5 Nov 2026 | 0001878848-26-000066 |
| Microsoft | 10-Q | 28 Oct 2026 | 0001193125-26-436133 |
| Nebius | 6-K Ex 99.1 and Ex 99.2 | 12 Aug 2026 | 0001104659-26-094568 |
| Oracle | 10-Q | 11 Sep 2026 | 0001193125-26-389274 |
Table B.1 Exhibits to Forms 8-K filed in the last twelve months
| Filed | Exhibit | Document | Content |
|---|---|---|---|
| 10 Nov 2025 | Ex 99.1 | Q3 2025 results release | Revenue $1.36bn vs $584m in Q3 2024 (+134%); operating income $52m (4% margin) vs $117m (20%); net loss $110m vs $360m; Adjusted EBITDA $838m (61% margin) vs $379m (65%); adjusted operating income $217m (16% margin) |
| 11 Dec 2025 | Ex 99.1 | Announcement of proposed $2bn convertible notes offering (8 Dec 2025) | Proposed $2bn convertible senior notes due 2031 plus a $300m option for initial purchasers; Notes guaranteed by the subsidiaries that guarantee the 9.250% 2030 and 9.000% 2031 senior notes; proceeds partly used for capped calls |
| 11 Dec 2025 | Ex 99.2 | Pricing of upsized $2.25bn 1.75% convertible notes due 2031 (9 Dec 2025) | Upsized to $2.25bn at 1.75% coupon, maturity 1 Dec 2031; option for an extra $337.5m; Initial conversion price about $107.80, a 25% premium to the $86.24 close on 8 Dec 2025 |
| 11 Dec 2025 | Ex 4.1 | Indenture for 1.75% convertible senior notes due 2031 | Final size $2.59bn after the $337.5m option was exercised in full; trustee U.S. Bank Trust Company; Conversion rate 9.2764 shares per $1,000 (max 11.5955 shares, up to 30,003,356 shares); no redemption before 5 Dec 2028 |
| 11 Dec 2025 | Ex 10.1 | Form of base capped call confirmation | Strike price $107.8004 and cap price $215.60 per share; European style options in components; Total capped call cost about $340.0m per the 8-K Item 1.01 (base plus additional transactions with seven bank counterparties) |
| 11 Dec 2025 | Ex 10.2 | Form of additional capped call confirmation (9 Dec 2025) | Same strike ($107.8004) and cap ($215.60) as the base capped calls; covers the $337.5m option notes |
| 2 Jan 2026 | 8-K body (no exhibits) | First amendment to DDTL 3.0 credit agreement (31 Dec 2025) | Amendment aligns the DDTL 3.0 facility with revised data center delivery timing; Minimum liquidity cut to $100.0m for monthly payment dates from 1 Mar 2026 to before 1 May 2026 |
| 26 Jan 2026 | Ex 99.1 | NVIDIA and CoreWeave expand collaboration; NVIDIA invests $2bn | NVIDIA bought $2bn of Class A shares at $87.20 per share (about 23m shares); Collaboration framework targets more than 5 GW of AI factories by 2030 |
| 26 Feb 2026 | Ex 99.1 | Q4 and FY2025 results release | Q4 2025 revenue $1.57bn vs $747m (+110%); FY2025 revenue $5.13bn vs $1.92bn (+168%); Q4 operating loss $89m (margin minus 6%) vs income $113m; FY2025 operating loss $46m; FY2025 net loss $1.17bn |
| 31 Mar 2026 | Ex 10.1 | DDTL 4.0 credit agreement, $8.5bn (CCAC VIII) | Commitments up to $8.50bn to fund GPU servers and infrastructure for one customer contract; draws until June 2027, maturity 31 Mar 2032; Floating tranche SOFR + 2.25%; fixed tranche 2.00% over the Treasury rate matching a 3.14 year weighted average life; undrawn fee 0.50% |
| 31 Mar 2026 | Ex 10.2 | Limited parent guarantee for DDTL 4.0 | CoreWeave, Inc. guarantees DDTL 4.0 obligations only for specified bad acts (limited recourse); Collateral is substantially all assets of CCAC VIII plus a pledge of 100% of its equity |
| 31 Mar 2026 | Ex 99.1 | Press release: DDTL 4.0 closes as first investment grade GPU backed financing | Rated A3 by Moody's and A (low) by DBRS; Initial borrowing up to about $7.5bn, rising to $8.5bn as assets stabilize; fixed tranche about 5.9% |
| 9 Apr 2026 | Ex 99.1 | Meta expanded agreement of about $21bn | Meta committed to pay about $21bn under a new order form dated 31 Mar 2026 under the Dec 2023 master services agreement; Capacity runs through 20 Dec 2032 and includes an exercised option through 10 Apr 2032 (8-K Item 8.01) |
| 9 Apr 2026 | Ex 99.1 | Announcement of $1.25bn senior notes offering | Proposed $1.25bn senior notes due 2031 under Rule 144A and Regulation S; proceeds for general purposes including debt repayment |
| 9 Apr 2026 | Ex 99.3 | Senior notes investor presentation (pro forma capitalization at 31 Dec 2025) | Sources: $1.25bn new senior notes plus $3.00bn new convertible notes; Total debt $21.61bn at 31 Dec 2025 (7.0x FY2025 adjusted EBITDA of $3.09bn); as adjusted $34.37bn |
| 14 Apr 2026 | Ex 4.1 | Indenture: 9.750% senior notes due 2031 | $1.75bn issued 14 Apr 2026, maturity 1 Oct 2031, semiannual coupon from 1 Oct 2026; Make whole call before 1 Oct 2028; up to 40% redeemable from equity proceeds; 101% change of control put |
| 14 Apr 2026 | Ex 4.3 | Indenture: 1.75% convertible senior notes due 2032 | $4.00bn incl. $500m option; conversion price about $119.60 (8.3612 shares per $1,000), a 30% premium to the 9 Apr 2026 close; Maximum 43,478,000 shares on conversion; no redemption before 8 Oct 2029; net proceeds $3.94bn |
| 14 Apr 2026 | Ex 10.1 | Form of base capped call confirmation (9 Apr 2026) | Strike $119.6001 and cap $230.00 per share (150% premium to the $92.00 close on 9 Apr 2026); Total capped call cost $492.0m with seven bank counterparties (8-K Item 1.01) |
| 14 Apr 2026 | Ex 10.2 | Form of additional capped call confirmation (10 Apr 2026) | Same strike and cap as the base capped calls; covers the $500m option notes |
| 15 Apr 2026 | Ex 99.1 | Jane Street $6bn AI cloud agreement and $1bn equity investment | Jane Street committed about $6bn to CoreWeave's platform, incl. NVIDIA Vera Rubin capacity across multiple facilities; Jane Street bought 9,174,311 Class A shares at $109.00 for about $1.0bn in a private placement (Item 3.02) |
| 21 Apr 2026 | Ex 4.1 | First supplemental indenture: $1.00bn add on to 9.750% notes due 2031 | Add on notes issued at 102.00%, bringing the 2031 9.750% series to $2.75bn; Equity clawback redemption price set at 109.750% for up to 40% of the notes before 1 Oct 2028 |
| 21 Apr 2026 | Ex 99.2 | Pricing of $1.00bn add on 9.750% senior notes due 2031 (16 Apr 2026) | Priced at 102.000% of principal; closing expected 21 Apr 2026 |
| 7 May 2026 | Ex 99.1 | Q1 2026 results release | Revenue $2.08bn vs $982m (+112%); operating loss $144m (margin minus 7%); net loss $740m; Adjusted EBITDA $1.16bn (56% margin); adjusted operating income $21m (1% margin) vs $163m (17%) |
| 18 May 2026 | Ex 10.1 | DDTL 5.0 credit agreement, $3.1bn (CoreWeave Financing DDTL V) | Commitments up to $3.10bn; draws until Sept 2026; maturity 15 Nov 2031; SOFR + 4.50%; Debt service coverage ratio of at least 1.35x from the earlier of full draw or 30 Sep 2026 |
| 18 May 2026 | Ex 10.2 | Parent guarantee and pledge agreement for DDTL 5.0 | CoreWeave, Inc. unconditionally guarantees DDTL 5.0 (full recourse, unlike DDTL 4.0) and pledges the borrower's holding company equity |
| 18 May 2026 | Ex 99.1 | Press release: $3.1bn DDTL 5.0, first publicly syndicated HPC backed loan | Rated Ba2 by Moody's and BB+ by Fitch; pricing tightened 50 bp during syndication to SOFR + 4.50%; Funds infrastructure for two large non investment grade customer contracts; maturity about 5.5 years |
| 10 Jun 2026 | 8-K body (Item 5.07) | 2026 annual meeting voting results (8 Jun 2026) | Votes present 1,233,902,447, about 85.51% of combined voting power (Class B carries ten votes per share); Michael Intrator re elected Class I director: 1,073,688,776 for, 78,009,765 withheld |
| 11 Jun 2026 | Ex 99.1 | Announcement of $3.5bn US dollars and EUR senior notes offering | Proposed $3.5bn (or euro equivalent) of senior notes due 2032 in dollar and euro tranches |
| 11 Jun 2026 | Ex 99.2 | Investor presentation for US dollars and EUR notes (pro forma at 31 Mar 2026) | Total debt $25.15bn at 31 Mar 2026 (6.9x LTM adjusted EBITDA of $3.64bn); as adjusted $38.50bn; LTM run rate adjusted EBITDA presented as $18.76bn incl. $15.11bn projected profit from new contracts |
| 18 Jun 2026 | Ex 4.1 | Indenture: $1.25bn 9.625% senior notes due 2032 | Maturity 15 Jul 2032; coupons from 15 Jan 2027; make whole call before 15 Jul 2029 |
| 18 Jun 2026 | Ex 4.3 | Indenture: EUR 2.00bn 8.500% senior notes due 2032 | CoreWeave's first euro bond; maturity 15 Jul 2032; U.S. Bank Europe DAC as registrar and paying agent |
| 10 Aug 2026 | Ex 10.1 | DDTL 5.5 credit agreement, $2.6bn (CoreWeave Financing DDTL V V) | Commitments up to $2.60bn; draws until Dec 2026; maturity 1 Sep 2031; SOFR + 5.50%; Debt service coverage ratio of at least 1.35x from the earlier of full draw or 31 Dec 2026 |
| 10 Aug 2026 | Ex 99.1 | Press release: $2.6bn DDTL 5.5 for shorter dated contracts | About five year maturity against underlying customer contracts averaging about three years, so lenders take renewal risk; Rated Ba2 by Moody's and BB+ by Fitch; priced at SOFR + 5.50%; JPMorgan and MUFG lead arrangers |
| 11 Aug 2026 | Ex 99.1 | Q2 2026 results release | Revenue $2.58bn vs $1.21bn (+112%); operating loss $49m; net loss $626m; Adjusted EBITDA $1.51bn (59% margin); adjusted operating income $128m (5% margin) |
| 17 Sep 2026 | Ex 1.1 | Equity distribution agreement (ATM) for up to 35m Class A shares | Up to 35,000,000 shares through eleven sales agents, with optional collared forward sales via four forward purchasers; Agent commission up to 2.0%; no sales for at least 30 days after the convertible notes purchase agreement |
| 17 Sep 2026 | Ex 99.1 | Announcement of proposed $3.0bn convertible notes due 2033 | Proposed $3.0bn convertible notes due 1 Apr 2033 plus a $500m option; capped calls planned |
| 17 Sep 2026 | Ex 99.2 | Investor presentation, September 2026 (convertible offering) | Revenue backlog $9.9bn (2023), $15.1bn (2024), $66.8bn (2025) and $104.2bn (30 Jun 2026); total debt $38.6bn, 0.4x backlog; Short dated (3 to 6 month) contracts signed in Q3 priced at about $40m per MW; about 70% of Q2 deals included prepayments |
| 22 Sep 2026 | Ex 4.1 | Indenture: 2.875% convertible senior notes due 2033 | $4.2bn incl. $500m option; conversion price about $97.85 (10.2194 shares per $1,000), a 22.5% premium to the $79.88 close on 17 Sep 2026; Maximum 52,578,540 shares; provisional call from 5 Apr 2030; net proceeds $4.14bn |
| 22 Sep 2026 | Ex 10.1 | Form of base capped call confirmation (17 Sep 2026) | Strike $97.8531 and cap $199.70 per share (150% premium); total capped call cost about $566.2m with nine counterparties |
| 22 Sep 2026 | Ex 99.1 | Pricing of upsized $3.7bn 2.875% convertible notes due 2033 (18 Sep 2026) | Upsized from $3.0bn to $3.7bn plus $500m option; net proceeds about $3.64bn ($4.14bn with option); About $498.8m of proceeds for capped calls on the base deal |
| 10 Nov 2026 | Ex 99.1 | Q3 2026 results release | Revenue $3.66bn vs $1.36bn (+168%), up more than $1bn on Q2; operating income $207m (6% margin); net loss $709m; Adjusted EBITDA $2.26bn (62% margin); adjusted operating income $379m (10% margin); interest expense $846m vs $310m |
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