FULLTEXT DEL 1 AV 3
10-Q – 2026-05-08 – crwv-20260331.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
_________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ________________
Commission file number 001-42563
_________________________
CoreWeave, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware 82-3060021
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
290 W Mt. Pleasant Ave. , Suite 4100
Livingston , NJ
07039
(Address of Principal Executive Offices) (Zip Code)
( 973 ) 270-9737
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.000005 par value per share
CRWV
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer ☒
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No ☒
As of April 30, 2026, CoreWeave, Inc. had outstanding 447,573,939 shares of Class A common stock, 97,996,407 shares of Class B common stock, and 0 shares of Class C common stock, each with a par value of $0.000005.
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TABLE OF CONTENTS
Page
Special Note Regarding Forward-Looking Statements
3
Part I - Financial Information
5
Item 1. Financial Statements (Unaudited)
5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3. Quantitative and Qualitative Disclosures About Market Risk
43
Item 4. Controls and Procedures
43
Part II - Other Information
45
Item 1. Legal Proceedings
45
Item 1A. Risk Factors
45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
94
Item 3. Defaults Upon Senior Securities
94
Item 4. Mine Safety Disclosures
94
Item 5. Other Information
94
Item 6. Exhibits
96
Signatures
98
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "potential," "continue," "anticipate," "intend," "expect," "could," "would," "project," "plan," "target," and similar expressions are intended to identify forward-looking statements.
Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
• our future financial performance, including our expectations regarding our revenue, cost of revenue, operating margin, operating expenses, including changes in operating expenses, and our ability to achieve and maintain future profitability;
• our business plan and our ability to effectively manage our growth and maintain our corporate culture;
• anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;
• market acceptance of our platform, solutions, and services;
• beliefs and objectives for future operations;
• our ability to successfully retain and expand usage of our existing customers and attract new customers;
• the percentages of remaining performance obligations that we expect to recognize as revenue over respective future periods;
• our ability to develop and introduce new products and solutions and bring them to market in a timely manner;
• our expectations concerning relationships with third parties, including IT service providers, business partners, vendors, suppliers, and cloud-based service providers;
• our ability to maintain, protect, and enhance our intellectual property rights;
• our ability to expand internationally;
• the effects of increased competition in our markets and our ability to compete effectively;
• our ability to identify, recruit, hire, and retain skilled personnel, including key members of senior management;
• our intention to continue to make investments in talent and our platform infrastructure;
• our ability to realize and the expected timing for the benefits and impacts of our acquisitions;
• our ability to raise additional capital, including our ability to enter into new efficient financing structures;
• future acquisitions or investments in complementary companies or products;
• our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally;
• our ability to maintain the security and availability of our platform and protect against data breaches and other security incidents;
• economic and industry trends, projected growth, or trend analysis, particularly as it relates to high performance computing;
• general economic conditions in the United States and globally, including the effects of global geopolitical conflicts, inflation, tariffs, trade controls, interest rates, any instability in the global banking sector, and foreign currency exchange rates;
• our ability to operate and grow our business in light of macroeconomic uncertainty;
• our estimates of the maximum funding exposure to fund potential construction and development costs for our joint venture to acquire and develop a data center campus in New Jersey;
• our ability to remediate our material weaknesses in our internal control over financial reporting; and
• other statements regarding our future operations, financial condition, and prospects and business strategies.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
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You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on any forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in such forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, restructurings, joint ventures, partnerships, or investments we may make.
In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Page
Condensed Consolidated Balance Sheets
6
Condensed Consolidated Statements of Operations and Comprehensive Loss
7
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit)
8
Condensed Consolidated Statements of Cash Flows
10
Notes to Condensed Consolidated Financial Statements
11
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COREWEAVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
(unaudited)
March 31,
2026 December 31,
2025
Assets
Current assets
Cash and cash equivalents $ 2,244 $ 3,127
Restricted cash and cash equivalents, current 777 819
Marketable securities 22 34
Accounts receivable, net 2,120 3,169
Prepaid expenses and other current assets 446 339
Total current assets 5,609 7,488
Restricted cash and cash equivalents, non-current 299 184
Property and equipment, net 36,424 30,557
Operating lease right-of-use assets 10,182 8,231
Intangible assets, net 224 235
Goodwill 1,101 1,101
Other non-current assets
1,734 1,506
Total assets $ 55,573 $ 49,302
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 3,371 $ 1,623
Accrued liabilities 2,726 5,773
Debt, current
7,547 6,708
Deferred revenue, current 2,130 1,709
Operating lease liabilities, current 487 427
Finance lease liabilities, current 23 38
Other current liabilities
1,534 162
Total current liabilities 17,818 16,440
Debt, non-current
17,312 14,665
Deferred revenue, non-current 5,393 6,476
Operating lease liabilities, non-current 9,563 7,768
Finance lease liabilities, non-current 215 216
Deferred tax liabilities, non-current 194 115
Other non-current liabilities 319 287
Total liabilities 50,814 45,967
Commitments and contingencies ( Note 9 )
Stockholders' equity
Preferred stock, $ 0.000005 par value per share, 100 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued and outstanding as of March 31, 2026 and December 31, 2025
— —
Class A common stock, $ 0.000005 par value per share, 3,000 shares authorized as of March 31, 2026 and December 31, 2025; 435 and 401 shares issued as of March 31, 2026 and December 31, 2025, respectively; and 428 and 394 shares outstanding as of March 31, 2026 and December 31, 2025, respectively
— —
Class B common stock, $ 0.000005 par value per share, 200 shares authorized as of March 31, 2026 and December 31, 2025; 104 and 108 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
— —
Class C common stock, $ 0.000005 par value per share, 200 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued and outstanding as of March 31, 2026 and December 31, 2025
— —
Treasury stock, at cost, 7 shares as of March 31, 2026 and December 31, 2025
( 34 ) ( 34 )
Additional paid-in capital 8,171 6,012
Accumulated other comprehensive income 5 —
Accumulated deficit ( 3,383 ) ( 2,643 )
Total stockholders' equity 4,759 3,335
Total liabilities and stockholders' equity $ 55,573 $ 49,302
The accompanying notes are an integral part of these condensed consolidated financial statements.
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COREWEAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in millions, except per share data)
(unaudited)
Three Months Ended March 31,
2026 2025
Revenue $ 2,078 $ 982
Operating expenses:
Cost of revenue 716 262
Technology and infrastructure 1,273 561
Sales and marketing 69 11
General and administrative 164 175
Total operating expenses 2,222 1,009
Operating loss ( 144 ) ( 27 )
Gain (loss) on fair value adjustments — 27
Interest expense, net
( 536 ) ( 264 )
Other income (expense), net 24 ( 5 )
Loss before income taxes ( 656 ) ( 269 )
Provision for income taxes 84 46
Net loss ( 740 ) ( 315 )
Other comprehensive income 5 —
Total comprehensive loss $ ( 735 ) $ ( 315 )
Net loss attributable to common stockholders, basic $ ( 740 ) $ ( 343 )
Net loss attributable to common stockholders, diluted $ ( 740 ) $ ( 370 )
Net loss per share attributable to common stockholders, basic $ ( 1.40 ) $ ( 1.40 )
Net loss per share attributable to common stockholders, diluted $ ( 1.40 ) $ ( 1.49 )
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic 527 246
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted 527 249
The accompanying notes are an integral part of these condensed consolidated financial statements.
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COREWEAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT)
(in millions)
(unaudited)
Common Stock Treasury
Stock Additional
Paid-in
Capital Accumulated Other Comprehensive Income Accumulated
Deficit Total Stockholders' Equity
Shares Amount
Balance, December 31, 2025 502 $ — $ ( 34 ) $ 6,012 $ — $ ( 2,643 ) $ 3,335
Issuance of common stock in a private placement, net of issuance costs 23 — — 1,985 — — 1,985
Issuance of common stock upon vesting of restricted stock units 2 — — — — — —
Exercise of stock options 5 — — 8 — — 8
Stock-based compensation expense — — — 166 — — 166
Other comprehensive income (loss) — — — — 5 — 5
Net loss — — — — — ( 740 ) ( 740 )
Balance, March 31, 2026 532 $ — $ ( 34 ) $ 8,171 $ 5 $ ( 3,383 ) $ 4,759
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Redeemable
Convertible
Preferred Stock Redeemable
Class A Common
Stock Common Stock Treasury
Stock Additional
Paid-in
Capital Accumulated
Deficit Total Stockholders' Equity (Deficit)
Shares Amount Shares Amount Shares Amount
Balance, December 31, 2024 185 $ 1,722 — $ — 233 $ — $ ( 34 ) $ 1,096 $ ( 1,476 ) $ ( 414 )
Cash dividend on Series C redeemable convertible preferred stock — — — — — — — ( 29 ) — ( 29 )
Reclassification of warrant liabilities to equity — — — — — — — 173 — 173
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs — — — — 36 — — 1,392 — 1,392
Conversion of redeemable convertible preferred stock in connection with initial public offering ( 185 ) ( 1,722 ) 30 1,163 155 — — 559 — 559
Issuance of common stock for contract incentive — — — — 9 — — 350 — 350
Tax withholdings on settlement of restricted stock units — — — — — — — ( 16 ) — ( 16 )
Exercise of stock options — — — — 2 — — 3 — 3
Stock-based compensation expense — — — — — — — 203 — 203
Net loss — — — — — — — — ( 315 ) ( 315 )
Balance, March 31, 2025 — $ — 30 $ 1,163 435 $ — $ ( 34 ) $ 3,731 $ ( 1,791 ) $ 1,906
The accompanying notes are an integral part of these condensed consolidated financial statements.
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COREWEAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
Three Months Ended March 31,
2026 2025
Cash flows from operating activities:
Net loss $ ( 740 ) $ ( 315 )
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization 1,147 443
Amortization of debt discounts and issuance costs and accretion of redemption premiums 41 38
Stock-based compensation expense 153 184
Non-cash lease expense 167 67
Deferred income taxes 79 45
Gain on fair value adjustments — ( 27 )
Other non-cash reconciling items 121 23
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable 1,042 ( 639 )
Prepaid expenses and other assets ( 471 ) 247
Accounts payable and accrued expenses 960 62
Deferred revenue 575 ( 16 )
Lease liabilities ( 90 ) ( 51 )
Net cash provided by operating activities $ 2,984 $ 61
Cash flows from investing activities:
Purchase of property and equipment, including capitalized internal-use software $ ( 7,695 ) $ ( 1,407 )
Maturities and sales of marketable securities 12 29
Issuance of notes receivable — ( 55 )
Other investing activities ( 25 ) —
Net cash used in investing activities $ ( 7,708 ) $ ( 1,433 )
Cash flows from financing activities:
Proceeds from issuance of debt, net $ 3,290 $ 785
Repayments of debt ( 1,335 ) ( 271 )
Issuance of common stock in a private placement, net of issuance costs 1,985 —
Proceeds from initial public offering, net of underwriting discounts and commissions — 1,423
Redeemable convertible preferred stock cash dividends paid — ( 26 )
Payment of tax withholdings on settlement of RSUs — ( 16 )
Other financing activities ( 26 ) ( 41 )
Net cash provided by financing activities $ 3,914 $ 1,854
Net increase (decrease) in cash, cash equivalents, and restricted cash $ ( 810 ) $ 482
Cash, cash equivalents, and restricted cash—beginning of period 4,130 2,035
Cash, cash equivalents, and restricted cash—end of period $ 3,320 $ 2,517
Supplemental disclosures of cash flow information:
Cash paid for interest, net of capitalized amounts $ 364 $ 142
Non-cash investing and financing activities:
Liabilities related to property and equipment additions, including OEM financed additions $ 4,592 $ 2,019
Reclassification of liabilities related to property and equipment additions to debt upon execution of OEM financing arrangements 1,469 —
Operating lease right-of-use assets acquired through lease liability 1,988 536
Conversion of redeemable convertible preferred stock in connection with initial public offering — 1,722
Issuance of common stock for contract incentive — 350
Reclassification of warrant liabilities to equity — 173
Reclassification of customer deposit to debt — 230
Reconciliation of cash, cash equivalents, and restricted cash to condensed consolidated balance sheets:
Cash and cash equivalents $ 2,244 $ 1,276
Restricted cash and cash equivalents, current 777 624
Restricted cash and cash equivalents, non-current 299 617
Total cash, cash equivalents, and restricted cash $ 3,320 $ 2,517
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Overview and Summary of Significant Accounting Policies
Organization and Description of Business
CoreWeave, Inc. (together with its subsidiaries, the "Company" or "CoreWeave"), was originally formed as a Delaware limited liability company in 2017 and then converted to a Delaware corporation in 2018. The Company is headquartered in Livingston, New Jersey. The Company is a modern cloud infrastructure technology company that offers the CoreWeave Cloud Platform that consists of proprietary software and cloud services that deliver the automation and efficiency needed to manage complex artificial intelligence ("AI") infrastructure at scale.
Initial Public Offering
In March 2025, the Company completed its initial public offering ("IPO"), in which the Company issued and sold 37 million shares of its Class A common stock at a public offering price of $ 40.00 per share, which resulted in net proceeds of $ 1.4 billion after deducting the underwriting discounts and commissions and before deducting offering costs payable by the Company of $ 31 million. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from the Company an additional 2 million shares of Class A common stock at the IPO price, which resulted in net proceeds to the Company of $ 68 million after deducting the underwriting discounts and commissions.
In connection with the IPO, all outstanding shares of the Company's Series Seed, Series A, Series B, and Series B-1 redeemable convertible preferred stock automatically converted into 155 million shares of Class A common stock, and all outstanding shares of the Company's Series C redeemable convertible preferred stock were automatically converted into 30 million shares of redeemable Class A common stock. Refer to Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit) for additional information.
In connection with the IPO, the Company recognized $ 177 million of stock-based compensation expense, net of $ 17 million of capitalized costs, primarily related to the development of internal-use software, associated with vested restricted stock units ("RSUs") with a liquidity-event performance-based vesting condition which was satisfied in connection with the IPO and for which the service-based vesting condition had also been satisfied as of that date. Concurrently with the IPO, the Company issued shares of its Class A common stock upon settlement of RSUs subject to such performance-based vesting conditions. To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 0.4 million shares underlying such equity awards, resulting in the net issuance of 0.5 million shares of Class A common stock. Based on the IPO price of $ 40.00 per share, the Company’s related tax withholding obligation was $ 16 million and was paid during the three months ended March 31, 2025. Refer to Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit) for additional information.
In March 2025, the Company also entered into a commercial agreement (the "Commercial Agreement") with a strategic customer to provide AI infrastructure services. In connection with the Commercial Agreement, the Company issued 9 million shares of the Company’s Class A common stock on March 31, 2025, with an aggregate value of $ 350 million at the time of issuance based on a price per share equal to the IPO price.
Prior to the IPO, deferred offering costs, which consisted of accounting, legal and other fees directly related to the IPO, were capitalized as other non-current assets on the condensed consolidated balance sheets. In connection with the IPO, $ 31 million of deferred offering costs were reclassified to stockholders' equity (deficit) as a reduction of the net proceeds received from the IPO.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and include the accounts of the Company and its wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
These unaudited interim condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Therefore, these unaudited
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condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 2, 2026. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary to fairly state the Company’s financial position and results of operations. The interim results are not necessarily indicative of the operating results expected for the full year or any future period. Certain prior period amounts reported in our condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period presentation.
During the year ended December 31, 2025, the Company elected to change the presentation of its financial statements and accompanying footnote disclosures from thousands to millions. The change in presentation had no material impact on previously reported financial information, but certain amounts reported for prior periods may differ by insignificant amounts due to the nature of rounding relative to the change in presentation. In addition, historical percentages and per share amounts presented may not add to their respective totals or recalculate due to rounding.
The Company determines at inception of each arrangement whether an entity in which the Company has made an investment or in which the Company has other variable interests is considered a variable interest entity ("VIE"). Investments that are considered VIEs are evaluated to determine whether the Company is the primary beneficiary of the VIE, in which case it would be required to consolidate the entity. The Company evaluates whether it has (1) the power to direct the activities that most significantly impact the VIE's economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the Company is not the primary beneficiary of the VIE, the investment or other variable interest is accounted for in accordance with applicable U.S. GAAP.
In circumstances where an entity does not have the characteristics of a VIE, it would be considered a voting interest entity ("VOE"). The Company would consolidate a VOE when the Company has a majority equity interest and has control over significant operating, financial, and investing decisions of the entity.
Stock Split
In March 2025, the Company effected a twenty -for-one stock split of its common stock and redeemable convertible preferred stock. All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. Significant estimates include the useful lives assigned to property and equipment; the fair value of lease assets; the discount rates used for operating and finance leases; accounting for income taxes, including the valuation allowance on deferred tax assets and the measurement of uncertain tax positions; stock-based compensation, including the determination of the fair value of the Company's common stock prior to the IPO; the fair value of financial assets and liabilities; valuation of acquired intangible assets; and the assessment of recoverability of intangible assets and their estimated useful lives. Assumptions are reviewed regularly to ensure they remain relevant and reasonable, particularly in areas of high subjectivity. The Company bases its estimates on historical experience and assumptions that management considers reasonable.
Significant Accounting Policies
The Company's significant accounting policies are discussed in "Note 1—Overview and Summary of Significant Accounting Policies" included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. During the three months ended March 31, 2026, there have been no material changes to the Company's accounting policies.
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Research and Development
Research and development costs were $ 104 million and $ 70 million for the three months ended March 31, 2026 and 2025, respectively, and are included within technology and infrastructure expense in the condensed consolidated statements of operations and comprehensive loss.
Segment Information
The Company's chief operating decision maker ("CODM"), the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. The Company operates its business in one operating segment and, therefore, has one reportable segment.
The CODM uses consolidated net loss to measure segment profit or loss in order to identify underlying trends in the performance of the business for purposes of allocating resources and evaluating financial performance. The Company's objective in making resource allocation decisions is to optimize the consolidated financial results. Significant segment expenses that the CODM reviews and utilizes to manage the Company's operations are cost of revenue, technology and infrastructure, sales and marketing, and general and administrative expenses at the consolidated level, which are presented in the Company's condensed consolidated statements of operations and comprehensive loss. Other segment items included in consolidated net loss include gain (loss) on fair value adjustments, interest expense, net, other income (expense), net, and provision for income taxes, which are presented in the Company's condensed consolidated statements of operations and comprehensive loss.
Recent Accounting Pronouncements Adopted
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those recognized in a business combination. The guidance is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted. Upon adoption, the guidance should be applied prospectively. The Company determined the ASU did not have a material impact on its condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires more detailed disclosures, on an annual and interim basis, about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the condensed consolidated statements of operations and comprehensive loss. This guidance as further clarified through ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) will be effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied either prospectively or retrospectively. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.
2. Revenue
Disaggregation of Revenue
The Company primarily generates its revenue through providing cloud computing services, which include both committed contracts and on-demand services. Revenue recognized related to customer commitments, including revenue from delivering capacity prior to commitment start dates, represented 98 % of total revenue for the three months ended March 31, 2026 and 2025.
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Significant Customers
The following customers accounted for 10% or more of the Company's revenue for the periods presented:
Three Months Ended March 31,
2026 2025
Customer A 45 % 72 %
Customer B 20 % *
Customer C * *
Customer D * *
* Customer did not represent 10% or more of revenue.
The customer references of A through D may represent different customers than those reported in a previous period.
Customer A, B, and C accounted for 39 %, 17 %, and 22 % of accounts receivable, net, respectively, as of March 31, 2026. Customer A and D accounted for 68 % and 11 % of accounts receivable, net, respectively, as of December 31, 2025.
Contract Balances
Deferred revenue, including current and non-current balances as of March 31, 2026 and December 31, 2025 was $ 7.5 billion and $ 8.2 billion, respectively. The change in deferred revenue in the three months ended March 31, 2026 was primarily driven by reclassification of $ 1.3 billion to customer liabilities, revenue recognized from deferred revenue at the beginning of the period of $ 304 million, partially offset by invoicing in advance of performance under contracts.
Remaining Performance Obligations ("RPO")
RPO represents the aggregate amount of the transaction price, net of estimated variable consideration, allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Variable consideration primarily consists of potential reductions to the transaction price in the future, such as estimates of future potential credits to customers under availability of service agreements, amounts that may not be recognized as revenue due to delivery delays, and estimates of committed cloud computing capacity that the Company has the right to resell. The Company's estimate of such variable consideration is based on both historical experience and the specific facts and circumstances of the committed contracts included in the Company's RPO. RPO includes both billed and unbilled consideration from the Company's committed contracts.
As of March 31, 2026, the Company had $ 98.8 billion of unsatisfied RPO, of which 36 % is expected to be recognized over the initial 24 months ending March 31, 2028, 39 % between months 25 and 48, and the remaining balance recognized between months 49 and 84.
3. Investments and Fair Value Measurements
Marketable Securities
For the three months ended March 31, 2026 and 2025, the realized or unrealized gains or losses related to the Company's debt securities were not material. As of March 31, 2026 and December 31, 2025, there were no allowance for credit losses related to the Company's debt securities. The weighted-average remaining maturity of the Company's debt securities was less than one year as of March 31, 2026.
Unconsolidated Variable Interest Entities
The Company has entered into various lease agreements with data center developers and operators that are VIEs. The Company does not have the power to direct the activities that most significantly impact the data center developer and operators' economic performance and is not the primary beneficiary. Therefore, the Company has not consolidated the VIEs within the condensed consolidated financial statements. The Company has lease prepayments of $ 82 million associated with these lease agreements as of March 31, 2026.
Additionally, during the three months ended March 31, 2026, the Company committed to invest up to $ 1.2 billion to acquire equity interests in two separate joint ventures that each hold a data center development project. These funding commitments are expected to be satisfied during 2026, at which time the Company will be admitted as a member of these joint ventures and will be required to provide additional capital contributions in accordance with the applicable joint venture agreements to fund the further development of these projects. As of March 31, 2026, the Company was not the
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primary beneficiary of these unconsolidated VIEs and the carrying amount of the Company's variable interests in these VIEs was not material.
Unconsolidated Joint Venture
Additionally, in June 2025, the Company entered into a joint venture (the "JV") with a data center developer and operator to support the acquisition and development of a multi-phase data center campus in New Jersey. Upon formation, the third-party infrastructure developer obtained an 85 % equity interest in the JV, while the Company held the remaining 15 % equity interest in the JV, for which the Company contributed net assets worth $ 57 million. As of March 31, 2026, the Company's ownership interest was 20 %. The JV expects to construct and develop the campus using a combination of additional debt and equity capital. The Company provides construction management, administrative and property management services to the JV.
The Company is not the primary beneficiary and does not consolidate the VIE as it does not have the power to direct the activities that most significantly impact the JV's economic performance. Accordingly, the investment in the JV is accounted for as an equity method investment included in other non-current assets on the condensed consolidated balance sheets. The carrying value of the Company's investment in the JV was $ 34 million and $ 51 million as of March 31, 2026 and December 31, 2025, respectively. Equity method losses during the three months ended March 31, 2026 were not material.
The Company also entered into a lease agreement with the JV that commences upon completion of construction. Once commenced, the new lease will have an initial lease term of 15 years with base rent payments that are based on a percentage of construction costs incurred.
The Company's maximum exposure to loss with respect to the JV includes (i) the carrying value of the Company's investment, (ii) up to $ 95 million related to a guarantee for certain contingent consideration payable to a third-party by the JV upon the achievement of certain milestones, (iii) lease prepayment of $ 32 million, and (iv) potential requirements to fund the construction and development of the data center campus to the extent the JV is unable to secure third-party financing. Based on current projected development costs and third-party financing secured by the JV as of March 31, 2026, the Company estimates that the maximum funding exposure to fund construction and development costs is up to $ 200 million.
Assets Measured at Fair Value on a Recurring Basis
The Company measures certain financial assets and liabilities at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement , which establishes a framework for measuring fair value and a fair value hierarchy based on the observability of inputs. This hierarchy prioritizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value as follows:
Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation.
The following table presents information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis within the fair value hierarchy as of the end of each reporting period (in millions):
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Fair Value
Hierarchy March 31,
2026 December 31,
2025
Financial assets:
Marketable securities
Commercial paper Level 2 $ 4 $ 12
Corporate bonds Level 2 18 22
Prepaid expenses and other current assets
Foreign exchange forward contracts not designated as accounting hedges Level 2 4 5
Other non-current assets
Interest rate swaps designated as cash flow hedges Level 2 5 —
Strategic investments Level 1 10 —
Power purchase agreements Level 3 — 2
Total financial assets $ 41 $ 41
Financial liabilities:
Other current liabilities
Foreign exchange forward contracts not designated as accounting hedges Level 2 $ 43 $ 4
Contingent consideration Level 3 21 20
Other non-current liabilities
Interest rate swaps designated as accounting hedges Level 2 — 1
Total financial liabilities $ 64 $ 25
The notional amounts of the Company's outstanding interest rate swaps and foreign exchange forward contracts were as follows (in millions):
March 31,
2026 December 31, 2025
Derivative instruments designated as accounting hedges
Interest rate swaps $ 1,285 $ 319
Derivative instruments not designated as accounting hedges
Foreign exchange forward contracts $ 1,565 $ 1,213
Gain (loss) associated with interest rate swaps and foreign exchange forward contracts were as follows (in millions):
Three Months Ended
March 31, 2026
Interest rate swaps designated as accounting hedges
Gain recognized in other comprehensive income (loss) $ 5
Foreign exchange forward contracts not designated as accounting hedges
Loss recognized in other income (expense), net $ ( 35 )
For the three months ended March 31, 2026, the amount reclassified out of accumulated other comprehensive loss into earnings was not material. As of March 31, 2026, the amount the Company expects to reclassify out of accumulated other comprehensive income (loss) into earnings within the next twelve months is not material.
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The Company's valuation of the warrant liabilities utilized the Black-Scholes option-pricing model that relied on the following significant inputs:
March 21,
2025
Stock price $ 41
Volatility 60 %
Risk-free rate 4 %
Dividend yield — %
The following tables present summaries of the changes in the fair value of the Company's Level 3 financial instruments for the periods presented (in millions):
Contingent Consideration
Balance at December 31, 2025 $ 20
Adjustment to fair value 1
Balance at March 31, 2026 $ 21
Power Purchase
Agreements –
Asset Warrant
Liabilities
Balance at December 31, 2024 $ 3 $ 200
Adjustment to fair value 2 ( 27 )
Reclassification — ( 173 )
Balance at March 31, 2025 $ 5 $ —
Notes Receivable
Notes receivable are primarily related to the DCSP Financing Arrangements (as defined in Note 10—Debt ) and are reported at their amortized costs basis. As of March 31, 2026 and December 31, 2025, the Company determined that the fair values of its notes receivable approximate the carrying values.
4. Business Combinations
Weights and Biases, Inc.
On May 5, 2025, the Company acquired all of the outstanding equity interests of Weights and Biases, Inc. ("Weights & Biases"), an AI developer platform. The transaction extended the Company's application software services offering to include additional developer-focused capabilities for the training of models and development of AI applications. The aggregate purchase consideration was $ 1.0 billion, which was comprised of the following (in millions):
Cash paid by the Company $ 96
Fair value of Class A common stock and restricted stock awards issued by the Company 929
Fair value of replacement restricted stock units 4
Total purchase price $ 1,029
In connection with the acquisition, the Company entered into compensation arrangements for stock-based awards with a value totaling $ 123 million. Of this amount, $ 33 million was recognized in the total purchase price. The remaining compensation expense of $ 79 million will be recognized on a straight-line basis over the respective awards' remaining requisite service period. Certain stock-based awards are in the form of restricted stock awards ("RSAs"). The RSAs represent legally outstanding common shares that are subject to service-based vesting conditions and repurchase rights held by the Company, which lapse upon vesting.
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The acquisition-related costs were $ 29 million, and were recorded in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss during the year ended December 31, 2025.
The fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in millions):
Cash and cash equivalents $ 51
Accounts receivable, net 13
Prepaid expenses and other current assets 2
Property and equipment, net 1
Operating lease right-of-use assets 1
Intangible assets, net 208
Goodwill 793
Total assets acquired $ 1,069
Accounts payable 1
Accrued liabilities 7
Deferred revenue, current 25
Operating lease liabilities, non-current 1
Deferred tax liabilities, non-current 6
Total liabilities assumed $ 40
Total purchase price $ 1,029
The acquired assets and assumed liabilities were recorded at their estimated fair values. The following table presents the amounts allocated to the intangible assets identified as of the date of acquisition and the estimated useful lives (in millions):
Fair Value Useful Lives
(in years)
Customer relationships $ 36 12
Developed technology 162 5 - 7
Trade name 10 5
Total $ 208
The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated synergies from the integration of Weights & Biases’ technology with the Company’s technology.
From the date of the acquisition, the financial results of Weights & Biases are not material to the Company’s consolidated financial statements. Pro forma revenue and net income have not been presented because the historical results would not have been material to the condensed consolidated financial statements in any period presented.
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5. Property and Equipment, Net
Property and equipment, net, consisted of the following (in millions):
March 31,
2026 December 31,
2025
Technology equipment $ 26,627 $ 20,903
Software 827 802
Data center equipment and leasehold improvements 3,878 2,842
Furniture, fixtures, and other assets 20 18
Construction in progress 9,581 9,376
Total property and equipment 40,933 33,941
Less: accumulated depreciation and amortization ( 4,509 ) ( 3,384 )
Total property and equipment, net $ 36,424 $ 30,557
Depreciation and amortization on property and equipment was $ 1.1 billion and $ 443 million for the three months ended March 31, 2026 and 2025, respectively.
The Company capitalizes interest associated with the construction of data centers and purchases of related technology equipment. There was $ 97 million and $ 13 million of interest capitalized during the three months ended March 31, 2026 and 2025, respectively.
Asset Retirement Obligations
The following is a summary of activity relating to the liability for asset retirement obligations, included in other non-current liabilities on the condensed consolidated balance sheets, which the Company expects to incur primarily in connection with the expected removal of certain equipment related to its data center fit outs (in millions):
March 31,
2026 December 31,
2025
Beginning balance
$ 62 $ 36
Additions
29 21
Accretion expense
2 5
Ending balance
$ 93 $ 62
6. Goodwill and Intangible Assets
Goodwill
There were no additions or impairment charges recorded to goodwill for any of the periods presented.
Intangible Assets, Net
Intangible assets, net consisted of the following (in millions, except years):
March 31, 2026 December 31, 2025
Weighted-Average Remaining Useful Lives (in years) Acquired
Intangibles,
Gross Accumulated
Amortization Acquired
Intangibles,
Net Acquired
Intangibles,
Gross Accumulated
Amortization Acquired
Intangibles,
Net
Acquired technologies 5 $ 206 $ ( 36 ) $ 170 $ 206 $ ( 27 ) $ 179
Other (1)
9 61 ( 7 ) 54 61 ( 5 ) 56
Total $ 267 $ ( 43 ) $ 224 $ 267 $ ( 32 ) $ 235
(1) Includes customer relationships and trade names.
Amortization expenses for intangible assets were not material for the three months ended March 31, 2026 and 2025.
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As of March 31, 2026, the expected future amortization expense related to intangible assets was as follows (in millions):
Years Ending December 31, Amount
Remaining portion of 2026 $ 34
2027 45
2028 43
2029 43
2030 23
Thereafter 36
Total expected future amortization expense $ 224
7. Condensed Consolidated Balance Sheets Components
Accrued Liabilities
Accrued liabilities consisted of the following (in millions):
March 31,
2026 December 31,
2025
Accrued purchases $ 1,953 $ 5,196
Accrued interest 362 332
Other accrued liabilities 411 245
Total accrued liabilities $ 2,726 $ 5,773
Other Current Liabilities
Other current liabilities consisted of the following (in millions):
March 31,
2026 December 31,
2025
Customer liabilities $ 1,469 $ 137
Other current liabilities 65 25
Total other current liabilities $ 1,534 $ 162
8. Leases
The Company enters into leases as a lessee for data centers, office buildings, storage spaces, and technology equipment. In accounting for these arrangements, the Company applied judgment in performing the lease classification tests related to transfer of ownership, bargain purchase option, lease term assessment, estimated fair value, and the specialized nature of the underlying asset.
Leases for office and storage spaces generally have an initial term of one to fifteen years , often with multi-year renewal periods. Data center leases generally have an initial term from five to fifteen years , some of which include options to extend the leases for up to ten years . The Company's equipment leases generally have an initial term of two years and include the option to purchase the asset. Additionally, the Company's land lease contains a purchase option at the end of the lease term that it is reasonably certain to exercise. As such, the purchase option is included in the measurement of the finance lease liability. Certain lease agreements include variable costs, which generally relate to costs associated with Common Area Maintenance, utilities reimbursed to the landlord, and physical security expenses. These variable costs are not included in operating or finance lease cost and are expensed as incurred.
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The components of total lease cost related to leases for the periods presented were as follows (in millions):
Three Months Ended March 31,
2026 2025
Operating lease cost:
Operating lease cost $ 388 $ 155
Finance lease cost:
Amortization of ROU assets $ 11 $ 7
Interest on lease liabilities 8 2
Total finance lease cost $ 19 $ 9
Variable lease cost $ 132 $ 44
Total lease cost $ 539 $ 208
The components of total lease cost related to leases for the periods presented were as follows (in millions):
March 31,
2026 December 31,
2025
Operating leases:
Operating lease ROU assets
$ 10,182 $ 8,231
Operating lease liabilities, current
$ 487 $ 427
Operating lease liabilities, non-current
9,563 7,768
Total operating lease liabilities
$ 10,050 $ 8,195
Finance leases:
Property and equipment
$ 500 $ 500
Less: amortization
( 67 ) ( 56 )
Property and equipment, net
$ 433 $ 444
Finance lease liabilities, current
$ 23 $ 38
Finance lease liabilities, non-current
215 216
Total finance lease liabilities
$ 238 $ 254
Supplemental condensed consolidated cash flow and other information related to leases for the periods presented were as follows (in millions):
Three Months Ended March 31,
2026 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases $ 317 $ 139
Operating cash flows used in finance leases 1 2
Financing cash flows used in finance leases 15 14
Information relating to the lease term and discount rate for leases were as follows:
March 31,
2026 December 31,
2025
Weighted-average remaining lease term (in years):
Operating leases 11 11
Finance leases 5 5
Weighted-average discount rate:
Operating leases 10 % 10 %
Finance leases 10 % 10 %
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The future lease payments included in the measurement of the Company’s operating lease liabilities and finance lease liabilities as of March 31, 2026, were as follows (in millions):
Future Payments
Years Ending December 31, Operating
Leases Finance Leases
Remaining portion of 2026 $ 1,048 $ 33
2027 1,450 223
2028 1,570 —
2029 1,553 —
2030 1,447 —
Thereafter 9,910 —
Total undiscounted lease payments 16,978 256
Less: imputed interest ( 6,928 ) ( 18 )
Present value of lease liabilities $ 10,050 $ 238
The interest expense incurred on the Company's finance leases was not material for the three months ended March 31, 2026 and 2025.
In April 2025, the Company entered into a finance lease for data center infrastructure assets with DCSP (as defined in Note 10—Debt ). Refer to Note 10—Debt for additional information.
Leases Not Yet Commenced
As of March 31, 2026, the Company executed additional lease agreements, primarily for data centers and office buildings, that had not yet commenced. The aggregate amount of estimated future undiscounted lease payments associated with such leases is $ 40.7 billion. These leases will commence between 2026 and 2029 with estimated lease terms of five to sixteen years . Not included in the preceding amounts are the following lease arrangements, which include significant uncertainties regarding the amount of future lease payments.
As of March 31, 2026, the Company also entered into a lease agreement for various buildings located at a single site intended to be used as a data center. The agreement provides access to 525 MW of electrical power, which is expected to be delivered in phases in 2026 and 2028. The Company will make contractual rent payments based on construction costs incurred by the lessor, subject to a contractual maximum. The total contractual rent payments range from $ 18.7 billion to $ 19.6 billion over the sixteen year term of this lease.
Additionally, the Company has lease agreements where the lease payments are based on a portion of the construction costs incurred by the lessor, including during the construction period. The payments during the construction period are variable and subject to contingencies, which are expected to be resolved at or near the lease commencement date. As of March 31, 2026, these lease agreements provide access to 363 MW of electrical power, which is expected to be delivered in phases between 2026 and 2028.
In connection with certain data center lease arrangements, the Company has contractual obligations to procure and install equipment at the leased premises. These obligations represent commitments for lessee-owned assets that are separate from the Company's lease obligations. As of March 31, 2026, the Company estimates that it will incur between $ 900 million and $ 1.6 billion to fulfill these commitments, with expenditures expected to be incurred in phases through 2028.
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9. Commitments and Contingencies
Indemnifications
The Company enters into indemnification provisions under certain agreements with other parties in the ordinary course of business. In its customer agreements, the Company has agreed to indemnify, defend, and hold harmless the indemnified party for third party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party intellectual property infringement claims. For certain large or strategic customers, the Company has agreed to indemnify, defend, and hold harmless the indemnified party for noncompliance with certain additional representations and warranties made by the Company. In addition, the Company indemnifies its officers, directors, and certain key employees while they are serving in good faith in their respective capacities.
While the Company has entered into various indemnification agreements, it has not incurred any material costs or claims under these agreements to date, and management does not expect any future claims to have a material adverse effect on the Company's financial position or results of operations. It is not possible to determine the maximum potential amount under these indemnification provisions due to the Company's limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, there have been no material claims under any indemnification provisions.
Litigation
From time to time, the Company may be subject to various proceedings, lawsuits, disputes, or claims in the ordinary course of business. The Company investigates these claims as they arise.
On January 12, 2026, a putative class action Raymond Masaitis v. CoreWeave, Inc. et al (the "Securities Action") was filed in the U.S. District Court for the District of New Jersey against the Company and certain of its officers generally alleging that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder and seeking unspecified damages along with payment of attorneys' fees and other costs. On February 10, 2026, two stockholder derivative actions were filed in the U.S. District Court for the District of New Jersey and on March 5, 2026 a third stockholder derivative action was filed in the same court. Each of the derivative actions was purportedly filed on behalf of the Company against certain of the Company's officers and directors and, as a nominal defendant, the Company, and seeks unspecified damages along with payment of attorneys' fees and other costs on behalf of the Company based on substantially the same allegations as the Securities Action. On April 1, 2026, the U.S. District Court for the District of New Jersey consolidated the derivative actions using the name In Re CoreWeave, Inc. Stockholder Derivative Litigation (the "Derivative Action"). The Company believes that the claims made in the Securities Action and the Derivative Action are without merit and intends to defend itself vigorously. Any possible loss or range of loss in these matters cannot be reasonably estimated at this time.
Although claims are inherently unpredictable, the Company is currently not aware of any other matters that would, individually or taken together, have a material adverse effect on its business, financial position, results of operations, or cash flows. As of March 31, 2026 and December 31, 2025, the Company has not accrued for any material potential loss.
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10. Debt
The total debt obligations are as follows (dollars in millions):
Maturities Effective
Interest
Rates March 31,
2026 December 31,
2025
DDTL 1.0 Facility March 2028 15 % $ 1,438 $ 1,553
DDTL 2.0 Facility August 2030 11 % 4,425 5,037
DDTL 2.1 Facility March 2031 9 % 3,000 2,741
DDTL 3.0 Facility August 2030 9 % 1,700 340
DDTL 4.0 Facility (1)
March 2032 7 % 1,260 —
2030 Senior Notes June 2030 10 % 2,000 2,000
2031 Senior Notes February 2031 10 % 1,750 1,750
2031 Convertible Senior Notes December 2031 2 % 2,588 2,588
Convertible Promissory Notes April 2026 7 % 171 168
Revolving Credit Facility November 2029 6 % 1,500 1,000
OEM and Software License Financing Arrangements July 2026 - July 2030 10 %
5,036 4,165
Magnetar Loan January 2029 12 % 281 273
Total principal of debt 25,149 21,615
Less: Unamortized discount and issuance costs ( 290 ) ( 242 )
Total debt, net of unamortized discount and issuance costs 24,859 21,373
Less: Debt, current ( 7,547 ) ( 6,708 )
Total debt, non-current $ 17,312 $ 14,665
(1) DDTL 4.0 Facility is a non-recourse delayed draw term loan facility with an outstanding balance of $ 1.3 billion as of March 31, 2026.
As of March 31, 2026, the future principal payments for the Company's total debt were as follows (in millions):
Years Ending December 31, Amount
Remaining portion of 2026 $ 6,066
2027 5,652
2028 3,802
2029 2,894
2030 2,348
Thereafter 4,387
Total $ 25,149
The total interest expense for the Company's debt obligations was as follows (in millions):
Three Months Ended March 31,
2026 2025
Contractual interest expense $ 483 $ 232
Amortization of debt discounts and issuance costs and accretion of redemption premiums 41 38
Less: capitalized interest ( 97 ) ( 13 )
Total $ 427 $ 257
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Delayed Draw Term Loans
In March 2026, one of the Company's subsidiaries, CoreWeave Compute Acquisition Co. VIII, LLC ("CCAC VIII"), entered into a delayed draw term loan facility agreement with various lenders and MUFG Bank, LTD, as the administrative agent. The agreement provides an $ 8.5 billion delayed draw term loan facility (the “DDTL 4.0 Facility”) available in one or more draws through June 30, 2027, the commitment termination date. The facility is comprised of approximately $ 4.5 billion of floating-rate commitments and approximately $ 4.0 billion of fixed-rate commitments. Amounts borrowed under the floating-rate commitments bear interest, at the Company’s option, at daily compounded SOFR plus 2.25 % per annum or the alternative base rate plus 1.25 % per annum. Amounts borrowed under the fixed-rate commitments bear interest at 2.00 % per annum plus a blended rate based upon the applicable United States Treasury securities per the credit agreement at the time of the borrowing.
The DDTL 4.0 Facility matures in March 2032. Principal is payable monthly beginning on the first payment date following the earliest of (i) the commitment termination date, (ii) the applicable amortization commencement date for each data center site that did not meet certain delivery requirements by a specified date (each, a “delayed data center site amortization date”), and (iii) for data center sites that met such delivery requirements, the date of any related incremental draw (each, a “top-up draw date”). Any remaining unpaid principal is due at maturity. The timing and amount of future principal payments, including the determination of the current portion of the outstanding balance, require management judgment and are based on the Company’s best estimates of the occurrence and timing of these events and related payment obligations. The Company is also required to pay an undrawn fee of 0.50 % per annum on the undrawn portion of the commitments through the end of the availability period. In conjunction with the issuance of the DDTL 4.0 Facility, the Company capitalized $ 142 million in deferred financing costs.
Borrowings under the DDTL 4.0 Facility are primarily used to finance the acquisition and installation of computing infrastructure and related fees and expenses and are subject to borrowing conditions and debt-sizing limitations tied to the purchase price of eligible assets for which the loans are being used to finance with such percentage based upon the depreciable cost of computing equipment, projected debt service coverage and project-level conditions.
The DDTL 4.0 Facility also requires the Company to enter into interest rate hedge agreements covering at least 95 % of reasonably anticipated outstanding floating-rate borrowings within specified time periods following the commitment termination date. In addition, the agreement includes certain power cost hedging requirements. As of March 31, 2026, the Company is in compliance with these requirements.
The outstanding loan amounts are prepayable at any time, from time to time, at the Company's option, and are required to be prepaid upon the occurrence of an event of default or change in control as defined in the credit agreement, or with the proceeds of certain asset dispositions or incurrences of indebtedness.
Obligations outstanding under the DDTL 4.0 Facility are secured by perfected first priority pledges of and security interests in (i) the equity interests of CCAC VIII held by its direct parent and (ii) substantially all of the assets of CCAC VIII. The DDTL 4.0 Facility is non-recourse, except for limited guarantees related to customary non-recourse carve-out obligations.
The DDTL 4.0 Facility contains covenants that restrict the ability of CCAC VIII and/or its subsidiaries to incur or guarantee additional indebtedness; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; enter into certain transactions with affiliates; and merge, consolidate, transfer, or sell all or substantially all of its assets.
The DDTL 4.0 Facility requires the maintenance of restricted cash balances primarily based on a forward-looking three-month coverage of scheduled cash interest and principal payments, periodic swap settlements, and operating expenses. Following the commitment termination date, the requirement is based on the maximum projected three-month amounts of such obligations through the term maturity date.
Revolving Credit Facility
As of March 31, 2026 and December 31, 2025, the outstanding balances associated with letters of credit were $ 314 million and $ 294 million, respectively. The letters of credit issued were primarily in support of certain lease obligations from separate lease agreements. These letters of credit remain outstanding, continue to secure the related lease obligations, and reduce availability under the senior secured revolving credit facility (as amended, the "Revolving Credit Facility"),
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with no change to the underlying lease terms or obligations. These letters of credit renew annually and expire on various dates through 2041.
As of March 31, 2026, the Company had drawn $ 1.5 billion and had $ 686 million of remaining capacity under the Revolving Credit Facility. As of December 31, 2025, the Company had drawn $ 1.0 billion and had $ 1.2 billion of remaining capacity under the Revolving Credit Facility. Obligations outstanding under the Revolving Credit Facility are secured by pledges of certain assets as collateral. The Company is required to pay a fee of 0.25 % per annum on the undrawn commitment.
OEM and Software License Financing Arrangements
The Company had entered into various agreements with original equipment manufacturers (the "OEM Financing Arrangements"), whereby the Company obtained financing for certain equipment. The Company had an outstanding balance of $ 4.7 billion and $ 3.8 billion as of March 31, 2026 and December 31, 2025, respectively. The Company also had entered into various arrangements with a software license vendor (the "Software License Financing Arrangements"), whereby the Company obtained financing for certain software licenses. The Company had an outstanding balance of $ 358 million and $ 368 million as of March 31, 2026 and December 31, 2025, respectively.
Convertible Promissory Notes
In connection with an acquisition during the year ended December 31, 2025, the Company issued non-interest-bearing convertible promissory notes with an aggregate principal amount of $ 172 million to certain former shareholders of the acquiree. In April 2026, the Company settled in full the convertible promissory notes at a conversion price of $ 106.61 per share. Accordingly, the notes were settled through the issuance of shares of the Company's Class A common stock, with the number of shares determined by dividing the aggregate principal balance by the conversion price.
DCSP Financing Arrangements
In June 2023, the Company entered into a service agreement (the "DCSP Service Agreement") with a data center service provider (the "DCSP"). Under the DCSP Service Agreement, the DCSP will design, purchase, build, and manage a data center providing access to up to 78 MW of electrical power to be delivered in phases. Separately, during the year ended December 31, 2024, the Company purchased $ 116 million of critical infrastructure assets to support the data center site (the "Existing Critical Infrastructure Assets").
In October 2024, the Company, as a lender, entered into a Senior Secured Delayed Draw Term Loan Credit Agreement (the "DCSP Note Receivable," and collectively, with the DCSP Service Agreement, the "DCSP Financing Arrangements") with the DCSP to facilitate the purchase of critical infrastructure assets. The DCSP Note Receivable provides for a total commitment of up to $ 305 million in delayed draw term loan funding for a term of seven years with a stated interest rate of 13.00 % per annum.
The DCSP Note Receivable is secured by the new and existing critical infrastructure assets that support current and future phases of the build out at the data center and is prepayable at any time by the DCSP with no penalty.
The DCSP has borrowed under the DCSP Note Receivable to settle amounts previously advanced to the DCSP by the Company, finance purchases of additional critical infrastructure assets, and purchase the Existing Critical Infrastructure Assets. Under the terms of the DCSP Service Agreement, the Company continues to control the Existing Critical Infrastructure Assets and the Company recorded a financing obligation related to the consideration received for the Existing Critical Infrastructure Assets. The financing obligation is payable over a term of 14 years and has an imputed interest rate of 15 %. The Existing Critical Infrastructure Assets are included in property and equipment, net, on the condensed consolidated balance sheets and are depreciated over their estimated useful life.
Additionally, the Company entered into a lease for data center infrastructure assets with the DCSP. The arrangement commenced in April 2025 and is accounted for as a finance lease, with an initial term of 14 years and an imputed interest rate of 13 %. The Company did not record any finance lease right-of-use assets acquired through lease liability for the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026 and 2025, the amortization expense related to finance lease right-of-use assets were not material and none, respectively.
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As of March 31, 2026, the future contractual principal payments under the financing obligation and finance lease due to the DCSP were as follows (in millions):
Years Ending December 31, Financing obligation Finance lease
Remaining portion of 2026 $ 15 $ 14
2027 20 19
2028 20 19
2029 20 19
2030 20 19
Thereafter 156 150
Total future payments 251 240
Less: amount representing interest ( 137 ) ( 119 )
Total financing obligation $ 114 $ 121
Less: current portion ( 3 ) ( 4 )
Long-term portion $ 111 $ 117
The DCSP Financing Arrangements allow for the net settlement of amounts due between the parties and meet the criteria for right of setoff in accordance with ASC 210, Balance Sheet . As of March 31, 2026, the gross amount of the DCSP Note Receivable was $ 303 million, which is presented net of the financing obligation and finance lease of $ 232 million. As of December 31, 2025, the gross amount of the DCSP Note Receivable was $ 304 million, which is presented net of the financing obligation of $ 234 million. Prior to March 2025, the Company did not recognize any interest income associated with this arrangement as the Company did not expect to be entitled to the accrued interest. In March 2025, the Company began recognizing interest income associated with this arrangement. For the three months ended March 31, 2026 and 2025, interest income recognized in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss was not material. The total interest expense related to the financing obligation and finance lease associated with this arrangement for the three months ended March 31, 2026 and 2025 was not material.
11. Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit)
Redeemable Convertible Preferred Stock and Redeemable Common Stock
As discussed in Note 1—Overview and Summary of Significant Accounting Policies , in connection with the IPO, all shares of the Company's Series Seed, Series A, Series B, and Series B-1 redeemable convertible preferred stock then outstanding, totaling 155 million shares, were automatically converted into an equivalent number of shares of the Company's Class A common stock. The carrying value of $ 559 million was reclassified into stockholders' equity (deficit). All shares of the Company's Series C redeemable convertible preferred stock then outstanding, totaling 30 million shares, were automatically converted into 30 million shares of the Company's redeemable Class A common stock. As a result of these conversions, no shares of redeemable convertible preferred stock remain issued and outstanding upon completion of the IPO.
The redeemable Class A common stock was subject to a right to be "put" to the Company on the first trading day immediately after the second anniversary of the closing of the IPO (the "Put Right"). Upon exercise of the Put Right, holders of these shares would be entitled to receive from the Company an amount in cash equal to the original issue price per share of the Series C redeemable convertible preferred stock of $ 38.95 per share, representing an aggregate price of $ 1.2 billion. In connection with the IPO and conversion of the redeemable convertible preferred stock, the $ 1.2 billion carrying value of the redeemable convertible preferred stock was reclassified to redeemable Class A common stock and continued to be presented as mezzanine equity due to the shares being redeemable outside of the Company's control under the outstanding Put Right.
The rights of the holders of the Company's redeemable Class A common stock were identical to the Company's Class A common stock, except with respect to the Put Right. The Put Right with respect to each share was subject to a lock-up period after the IPO and automatically terminated in September 2025 when the Company's Class A common stock achieved a 20 day volume-weighted average price in a consecutive 30 trading day period of at least $ 68.16 . Upon
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termination of the Put Right, the Company's redeemable Class A common stock was reclassified into Class A common stock within stockholders' equity (deficit).
Dividends
Holders of the redeemable convertible preferred stock were entitled to participate in any dividends distributed to holders of common stock, as if converted.
Holders of the Series C redeemable convertible preferred stock were entitled to a cumulative dividend that accrued from day-to-day at a rate of 10 % per annum of the accumulated stated value, equal to $ 38.95 per share (the accumulated stated value is the defined "original issue price" at the time of conversion). Cumulative dividends were payable quarterly from the time the shares were issued until the completion of an IPO. These dividends could be paid in cash or in kind by being added to the accumulated stated value. After the IPO and conversion to redeemable Class A common stock, these dividend rights ceased. For the three months ended March 31, 2026, the Company paid no dividends. For the three months ended March 31, 2025, the Company paid cash dividends of $ 29 million.
Preferred Stock
In connection with the IPO, the Company's amended and restated certificate of incorporation became effective, which authorized the issuance of 100 million shares of preferred stock with a par value of $ 0.000005 per share with rights and preferences, including voting rights, designated from time to time by the Company's board of directors (the "Board"). As of March 31, 2026, there were no shares of preferred stock issued and outstanding.
Common Stock
As of March 31, 2026 and December 31, 2025, the Company was authorized to issue 3.4 billion shares of common stock, with a par value of $ 0.000005 per share. In March 2025, the Company's certificate of incorporation was amended such that the Company's common stock consisted of Class A common stock, Class B common stock, and Class C common stock. As of March 31, 2026 and December 31, 2025, there were no shares of Class C common stock issued and outstanding.
Common stockholders are entitled to receive any dividends if and when declared by the Board, and upon liquidation or dissolution, are also entitled to receive all assets legally available for distribution to stockholders, ratably in proportion to the number of shares held, subject to the rights of preferred stockholders (if then outstanding). As of March 31, 2026 and December 31, 2025, no dividends on the Company's common stock had been declared by the Board.
Voting
Holders of Class A common stock are entitled to one vote per share. Prior to the completion of the Company's IPO, holders of Class B common stock were entitled to one vote per share. Upon the completion of the IPO, holders of Class B common stock are entitled to ten votes per share. Holders of Class A common stock and Class B common stock vote together as a single class, except where otherwise required by law. Holders of Class C common stock have no voting rights.
Private Placement
In January 2026, the Company entered into a securities purchase agreement for a private placement of 23 million shares of its Class A common stock at a purchase price of $ 87.20 per share, for aggregate gross proceeds of $ 2.0 billion. The par value of the shares issued was recorded to Class A common stock, with the remainder recorded to additional paid-in capital.
Warrants to Purchase Common Stock
As of December 31, 2024, the Company had outstanding warrants to purchase shares of the Company's Class A common stock that were classified as liabilities. These warrants were issued in connection with the 2022 Senior Secured Notes, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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On March 21, 2025, the Company executed an amendment with the warrant holders to fix the exercise price to $ 1.5495 per share, subject to adjustments for standard anti-dilution adjustments. As a result of the amendment, the Company concluded that the warrants met the requirements for equity classification for contracts that are indexed to the Company's own stock. The Company recognized a net gain of $ 27 million for the final fair value adjustment pre-modification, and modification and fixing of the exercise price, which was recorded in gain (loss) on fair value adjustments in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025, and reclassified the final value of the warrants to additional paid-in capital.
2019 Stock Option Plan and 2025 Equity Incentive Plan
In July 2019, the Company adopted a stock option plan (the "2019 Plan"). The purpose of the 2019 Plan is to provide incentives to attract, retain, and motivate eligible persons whose potential contributions are important to the success of the Company by offering those eligible persons an opportunity to participate in the Company's future performance through the grant of awards of common stock. Prior to the IPO, in the event that shares previously issued under the 2019 Plan were reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such shares were added back to the number of shares then available for issuance under the 2019 Plan. In March 2025, in connection with the IPO and the adoption of the 2025 Plan (as defined below), the Company ceased granting awards under the 2019 Plan. Following the effective date of the 2025 Plan, any outstanding awards granted under the 2019 Plan remain subject to the terms of the 2019 Plan, and any shares that are forfeited or repurchased by the Company under the 2019 Plan will be automatically transferred to be available for issuance under the 2025 Plan.
In March 2025, the Company adopted the 2025 Equity Incentive Plan (the "2025 Plan") as a successor to the 2019 Plan, which became effective in connection with the IPO. The 2025 Plan authorizes the award of incentive stock options ("ISOs"), nonqualified stock options ("NQSOs"), RSAs, stock appreciation rights, and RSUs, as well as performance and stock bonus awards. Pursuant to the 2025 Plan, the ISOs may be granted only to employees of the Company, while all other award types may be granted to employees, directors, and consultants. A total of 50 million shares of the Company's Class A common stock were initially reserved, plus any reserved shares of Class A common stock not issued or subject to outstanding grants under the 2019 Plan on the effective date of the 2025 Plan. The number of shares reserved for issuance under the 2025 Plan will increase automatically on January 1 of each of 2026 through 2035 by the number of shares equal to the lesser of (a) five percent of the aggregate number of outstanding shares of all classes of common stock plus the total number of shares of Class A common stock issuable upon conversion of preferred stock (if any), in each case as of the immediately preceding December 31, or (b) such number of shares of Class A common stock as may be determined by the Board or the compensation committee of the Board (the "Compensation Committee"). In the event that shares previously issued under the 2025 Plan are reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such shares shall be added back to the number of shares then available for issuance under the 2025 Plan. As of March 31, 2026, 65 million shares were available for issuance under the 2025 Plan.
The Company may grant stock options to employees, contractors, or other entities in order to incentivize them to increase their efforts on behalf of the Company and to promote the success of the Company's business. Stock options may be treated as ISO or NQSO depending on the specific circumstances of an optionee's relationship with the Company and the number of stock options vesting or exercised in a calendar year. Stock options granted under the 2019 and 2025 Plans generally vest either over a three-year or four-year period. The Company may award stock options that are immediately exercisable, subject to a repurchase right. The Company may also grant stock options that allow for acceleration of vesting. The stock options granted under the 2019 and 2025 Plans will expire after ten years from the time of their grant. The Company issues Class A common stock upon the exercise of stock options. Pursuant to the equity exchange agreement between the Company and each of its co-founders, each co-founder has the right to exchange any shares of Class A common stock received upon the exercise of certain option awards granted prior to September 2024 and held by such co-founder into an equal number of shares of Class B common stock.
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Stock Options
The following table summarizes stock option activity under the 2019 Plan (share data and aggregate intrinsic value in millions):
Stock
Options
Outstanding Weighted-Average
Exercise Price Weighted-Average
Remaining
Contractual Term
(Years) Aggregate
Intrinsic Value
Balance at December 31, 2025 34 $ 1.76 6 $ 2,381
Granted — —
Exercised ( 5 ) 1.45
Forfeited, expired, or canceled ( 1 ) 3.77
Outstanding at March 31, 2026 28 $ 1.78 6 $ 2,151
Vested and expected to vest at March 31, 2026 28 $ 1.78 6 $ 2,151
Exercisable at March 31, 2026 21 $ 1.25 6 $ 1,633
The table above does not include 0.4 million shares subject to options outstanding as of March 31, 2026 that were issued in connection with the 2021 Convertible Senior Secured Notes. Refer to Note 14—Related-Party Transactions for additional information.
The Company did not grant any stock options during the three months ended March 31, 2026 and 2025.
The aggregate grant date fair value of stock options that vested during the three months ended March 31, 2026 and 2025 was not material.
The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2026 and 2025 was $ 389 million and $ 70 million, respectively. The intrinsic value for options exercised is the difference between the estimated fair value of the stock and the exercise price of the stock option at the date of exercise.
Employee Stock Purchase Plan
In March 2025, the Company adopted the 2025 Employee Stock Purchase Plan (the "2025 ESPP"), which became effective in connection with the IPO. The 2025 ESPP enables eligible employees to purchase shares of the Company's Class A common stock with accumulated payroll deductions. A total of 10 million shares of the Company's Class A common stock are reserved for issuance under the 2025 ESPP.
The number of shares reserved for issuance and sale under the 2025 ESPP will increase automatically on January 1st of each of 2026 through 2035 by the number of shares equal to the lesser of (a) the number of shares equal to 1 % of the sum of the total number of outstanding shares of all classes of the Company's common stock plus the total number of shares of the Company's Class A common stock issuable upon conversion of preferred stock (if any), in each case outstanding as of the immediately preceding December 31 and (b) such number of shares of the Company's Class A common stock determined by the Board or Compensation Committee; provided, that the Board or Compensation Committee may in its sole discretion reduce the amount of the increase in any particular calendar year. Subject to stock splits, recapitalizations, or similar events, no more than 100 million shares of the Company's Class A common stock may be issued over the term of the 2025 ESPP.
The purchase price for shares purchased under the 2025 ESPP during any given purchase period is 85 % of the lesser of the fair market value of the Company's Class A common stock on (1) the first trading day of the applicable offering period or (2) the last trading day of the applicable purchase period. Each offering period may itself consist of one or more purchase periods. The 2025 ESPP had an initial offering period beginning on March 28, 2025 and ending on November 15, 2025, with a purchase date of November 15, 2025. The initial enrollment period began on the date of the IPO and ended on April 18, 2025. As of March 31, 2026 and December 31, 2025, the amount withheld on behalf of employees for future purchases under the ESPP was not material. There was no stock-based compensation expense related to the 2025 ESPP during the three months ended March 31, 2025. Stock-based compensation expense during the three months ended March
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31, 2026 and unrecognized stock-based compensation expense as of March 31, 2026 related to the 2025 ESPP were not material. There were no purchases under the 2025 ESPP during the three months ended March 31, 2026 and 2025.
Restricted Stock Units
RSUs granted typically vest over four years . The following table summarizes restricted stock unit activity under the 2019 and 2025 Plans for the periods presented (share data in millions):
Shares Weighted-
Average Fair
Value Per Share
Balance at December 31, 2025 26 $ 62.06
Granted 7 92.82
Vested ( 2 ) 46.91
Forfeited, expired, or canceled ( 1 ) 64.35
Unvested balance at March 31, 2026 30 $ 69.98
Restricted Stock Awards
During the three months ended March 31, 2026 and 2025, no RSAs were granted in connection with the Company's acquisitions. RSAs typically vest over a four-year service period. The grant date fair value of RSAs is based on the Company's closing stock price on the grant date and is recognized as stock-based compensation expense over the vesting period. The aggregate grant date fair value of RSAs that vested during the three months ended March 31, 2026 and 2025 was not material. As of March 31, 2026 and December 31, 2025, 2 million RSAs remained unvested. Refer to Note 4—Business Combinations for additional information.
Stock-Based Compensation Expense
As of March 31, 2026, unrecognized stock-based compensation expense related to unvested stock options was $ 40 million, which is expected to be recognized over a weighted-average period of one year .
As of March 31, 2026, unrecognized stock-based compensation expense related to unvested RSUs and RSAs was $ 1.7 billion, which is expected to be recognized over a weighted-average period of three years .
Total stock-based compensation expense, net of capitalized costs, recognized in the Company's condensed consolidated statements of operations and comprehensive loss was as follows (in millions):
Three Months Ended March 31,
2026 2025
Cost of revenue $ 8 $ 3
Technology and infrastructure 55 55
Sales and marketing 13 3
General and administrative 77 123
Total stock-based compensation expense (1)(2)
$ 153 $ 184
(1) Stock-based compensation expense was net of capitalized costs primarily related to the development of internal-use software of $ 15 million and $ 19 million during the three months ended March 31, 2026 and 2025, respectively.
(2) The Company recognized $ 177 million of stock-based compensation expense, net of $ 17 million of capitalized costs primarily related to the development of internal-use software, during the three months ended March 31, 2025, associated with vested RSUs as a result of the satisfaction of the liquidity-event performance-based vesting condition which was satisfied in connection with the IPO.
12. Income Taxes
The Company's effective tax rate was ( 13 )% and ( 17 )% for the three months ended March 31, 2026 and 2025, respectively.
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The Company recorded income tax expense in all periods presented despite experiencing losses before income taxes primarily due to limitations on the Company's ability to realize certain tax benefits, which has resulted in the Company maintaining a valuation allowance on its U.S. deferred tax assets. The increase in period-over-period income tax expense primarily resulted from an increase in losses before income taxes, an increase in tax depreciation expense from new assets placed in service, and the inability to record a tax benefit from deferred tax assets generated.
Beginning in 2026, the Company is in scope of Organization of Economic Co-operation and Development (“OECD”) Pillar Two Model Rules (“Pillar Two”) as it now meets the consolidated revenue threshold of EUR 750 million. Based on the most recently available financial information of the Company, management determined the impact on Pillar Two income taxes was not material. The Transitional Country-by-Country Reporting Safe Harbor relief applied to all of the Company’s subsidiary jurisdictions.
13. Net Loss Per Share Attributable to Common Stockholders
The Company computes net loss per share utilizing the two-class method required for participating securities. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed income. The rights, including the liquidation and dividend rights, of the holders of the Company's Class A common stock and Class B common stock are identical, except with respect to voting. As a result, the basic and diluted net loss per share of Class A common stock and Class B common stock are the same and therefore presented on a combined basis.
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in millions, except per share data):
Three Months Ended March 31,
2026 2025
Numerator:
Net loss $ ( 740 ) $ ( 315 )
Dividends and accretion on Series C redeemable convertible preferred stock — ( 28 )
Net loss attributable to common stockholders, basic $ ( 740 ) $ ( 343 )
Change in fair value of common stock warrants — ( 27 )
Net loss attributable to common stockholders, diluted $ ( 740 ) $ ( 370 )
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic 527 246
Effect of dilutive securities:
Common stock warrants — 3
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted 527 249
Net loss per share attributable to common stockholders, basic $ ( 1.40 ) $ ( 1.40 )
Net loss per share attributable to common stockholders, diluted $ ( 1.40 ) $ ( 1.49 )
The number of securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows (in millions):
March 31,
2026 2025
Outstanding convertible notes 26 —
Outstanding stock options 29 46
Outstanding RSUs and RSAs 32 23
Outstanding warrants to purchase common stock 4 —
Over-allotment options to purchase common stock — 6
Total 91 75
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14. Related-Party Transactions
Magnetar
The Company has entered into certain transactions, as further described below, with Magnetar Financial LLC ("Magnetar") and certain funds or accounts managed or advised by Magnetar, and such funds or accounts collectively held a significant equity interest in the Company.
Magnetar was a related party of the Company through March 2025, as Magnetar-affiliated funds collectively held a significant equity interest in the Company and Magnetar had representation on the Company's Board. Effective March 2025, Magnetar relinquished its Board seat, held less than 10% of the total voting power, and no longer had the ability to exercise significant influence over the Company. Accordingly, Magnetar no longer met the definition of a related party per ASC 850, Related Party Disclosures .
Senior Secured Notes
In connection with the issuance of the 2021 Convertible Senior Secured Notes in October 2021, the Company granted Magnetar an option to purchase up to $ 15 million of the Company's Class A common stock at the IPO price, which is equal to 0.4 million shares at the IPO price of $ 40.00 per share, which is exercisable until the one-year anniversary of the IPO. This option was exercised by Magnetar in March 2026, and the shares were issued in April 2026.
In October 2022, the Company executed a note issuance agreement and a note purchase agreement (the "2022 Senior Secured Notes") and between October 2022 and April 2023, the Company issued $ 125 million of 2022 Senior Secured Notes with maturity dates between October 2025 and April 2026 to funds or accounts managed or advised by Magnetar, along with warrants to purchase 12 million shares of the Company's Class A common stock. In March 2025, the warrants were amended to fix the exercise price per share, and the Company concluded that these warrants met the requirements for equity classification. Refer to Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit) for additional information. In July 2024, the Company redeemed these notes in full, paying $ 137 million. In connection with the issuance of the 2022 Senior Secured Notes, the Company granted Magnetar the right to purchase up to 5 % of the Company's Class A common stock issued at a price equal to the price per share in the Company's IPO. This option expired unexercised in connection with the IPO.
Equity Exchange Agreement
In September 2024, the Company entered into an equity exchange right agreement with each of its co-founders. This agreement grants each co-founder the right, but not the obligation, to exchange shares of Class A common stock received upon the exercise or settlement of equity awards for shares of Class B common stock. This right applies to equity awards previously granted to the Company's co-founders and to equity awards that may be granted to the Company's co-founders in the future.
Unconsolidated Joint Venture
In June 2025, the Company entered into a forward-starting lease and a development management agreement in connection with an unconsolidated joint venture, which is an unconsolidated joint venture of the Company and a related party. These agreements are deemed to be priced at market terms as they were negotiated as part of an arms-length negotiations with the other investor in the JV. During the three months ended March 31, 2026, the Company did not recognize any material income or expenses in the condensed consolidated statements of operations and comprehensive loss pursuant to these agreements. Refer to Note 3 — Investments and Fair Value Measurements for additional information.
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15. Geographic Information
Revenue by geography is based on the address of the customer as specified in the Company's customer contracts. The following table sets forth revenue by geographic area (in millions):
Three Months Ended March 31,
2026 2025
United States $ 1,900 $ 929
All other countries 178 53
Total revenue $ 2,078 $ 982
The Company's long-lived assets are attributed to a country based on the physical location of the assets. It defines long-lived assets as property and equipment and lease right-of-use assets because many of these assets cannot be readily moved and are relatively illiquid, subjecting them to geographic risk.
As of March 31, 2026 and December 31, 2025, 88 % of the Company's long-lived assets were located in the United States, with no other single country accounting for more than 10% of these assets.
16. Subsequent Events
In April 2026, the Company completed a private offering of $ 4.0 billion aggregate principal amount of 1.75 % Convertible Senior Notes due 2032 (the "2032 Convertible Senior Notes"). The Company intends to use the net proceeds for general corporate purposes. The 2032 Convertible Senior Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In conjunction with the issuance of the 2032 Convertible Senior Notes, the Company entered into separately negotiated capped call transactions with certain financial institutions at a total cost of $ 492 million.
In April 2026, the Company completed two private offerings for a total of $ 2.8 billion aggregate principal amount of 9.75 % Senior Notes due 2031 (the "9.75% 2031 Senior Notes"). The Company intends to use the net proceeds for general corporate purposes. The 9.75 % 2031 Senior Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.
In April 2026, the Company issued 9 million shares of the Company's Class A common stock in a private placement at a price of $ 109.00 per share for aggregate gross proceeds of $ 1.0 billion.
In April 2026, the Company repaid the $ 1.5 billion balance under the Revolving Credit Facility that was outstanding as of March 31, 2026. The Revolving Credit Facility continues to be available for future borrowings in accordance with its terms.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to our historical results of operations and financial position, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results to be expected for any period in the future, and results for any interim period should not be construed as an inference of what our results would be for any full year or future period.
Overview
CoreWeave is The Essential Cloud for AI TM purpose-built to accelerate breakthroughs by artificial intelligence ("AI") pioneers, from leading research labs to enterprises fueling business growth. We deliver a comprehensive, tightly integrated platform of advanced infrastructure and proprietary software that enables our customers to build and run AI systems continuously, reliably, and at scale. CoreWeave is trusted by some of the world's leading AI labs and enterprises.
Our CoreWeave Cloud Platform includes:
• Networking Backbone. Our network backbone supports the bandwidth and connectivity that our customers need to move large-scale distributed AI workloads.
• Foundational Infrastructure. Our purpose-built foundational infrastructure maximizes performance with first-to-market Graphics Processing Unit ("GPU") clusters, ultra-high density, and high-speed interconnects, supporting complex AI workloads while improving efficiency and lowering total cost of ownership.
• Data and Storage. CoreWeave's purpose-built storage combines exascale, AI-optimized object and file storage with GPU-local caching and Local Tier Acceleration (LOTA™) to deliver high-throughput data access, cross-cloud reach, and predictable economics for training and inference.
• Infrastructure Control. Our integrated AI-native orchestration and bare-metal control deliver the reliability, flexibility, and efficiency required to run complex AI workloads at scale, and matched with the right AI services.
• CoreWeave Mission Control TM . CoreWeave Mission Control integrates security, observability, and services—including node, rack, and fleet lifecycle management—to enable intelligent, unified orchestration from foundational infrastructure to agent development.
• Runtime Acceleration. CoreWeave delivers platform services that accelerate training and inference by reducing startup latency, improving throughput, and increasing utilization at runtime—removing friction across scheduling, environment readiness, and execution so jobs reach steady-state performance faster and run more efficiently at scale.
• Model and Agent Development. CoreWeave provides the developer tools and integrations teams use to build, evaluate, deploy, and monitor models and agents, with experiment tracking, governance and guardrails, and workflow integrations that speed iteration from prototype to production.
Components of Results of Operations
Revenue
We generate revenue by providing our customers with access to cloud computing services, including compute enabled by our software and infrastructure optimized for AI and high-performance computing. Our customers purchase access to our CoreWeave Cloud Platform services through either committed contracts or on an on-demand basis. Our revenue primarily comes from committed contracts.
Cost of Revenue
Cost of revenue primarily consists of direct costs for data centers, including costs associated with our facilities, such as rent, utilities including power, and depreciation and amortization, including depreciation of power installation and
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distribution systems, and personnel costs for employees involved in data center operations and customer success, including salaries, bonuses, benefits, stock-based compensation expense, and other related expenses.
We expect our cost of revenue to increase in absolute dollar terms as we continue to grow our platform and expand our customer base. However, we anticipate that cost of revenue may fluctuate as a percentage of revenue in the future due to the timing of when data centers go live, including due to any delays in the availability of data centers that we lease or own, and when we achieve economies of scale and operational efficiencies.
Technology and Infrastructure
Technology and infrastructure expense consists of costs associated with our infrastructure, such as depreciation and amortization related to our servers, switches, networking equipment and internally developed software, personnel costs for employees associated with research and development of new and existing products and services or with maintaining our computing infrastructure, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, and costs related to software subscriptions.
We expect our technology and infrastructure expense to increase in absolute dollars as we continue to focus on growth and innovation. However, we anticipate technology and infrastructure expense may fluctuate as a percentage of revenue in the future due to the timing of when we achieve economies of scale and operational efficiencies, including through software innovation.
Sales and Marketing
Sales and marketing expense consists of personnel costs associated with selling and marketing our CoreWeave Cloud Platform, such as salaries, stock-based compensation expense, commissions, bonuses, and other related expenses, advertising costs associated with marketing programs, and third-party professional services costs. We expect our sales and marketing expense to fluctuate as we expand our go-to-market capabilities, grow our brand and diversify our customer footprint.
General and Administrative
General and administrative expense consists of costs associated with corporate functions including our finance, legal, human resources, information technology ("IT"), and facilities. These costs include personnel costs, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, third-party professional services costs, such as legal, accounting, and audit services, and costs related to software subscriptions.
We expect to continue incurring additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and professional services.
Gain (Loss) on Fair Value Adjustments
Gain (loss) on fair value adjustments consists of gains and losses as a result of recording our derivatives and warrant liabilities for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the option liability in connection with our Series B financing at fair value at the end of each reporting period, or prior to settlement of the associated instruments if settled during the reporting period.
We do not expect to incur additional gain (loss) on fair value adjustments as these instruments have either been settled or no longer require fair value measurement at the end of each reporting period.
Interest Expense, Net
Interest expense, net consists of contractual and imputed interest associated with our finance leases and revenue agreements with significant financing components, the amortization of debt discounts and issuance costs, and the accretion of redemption premiums associated with our debt obligations. Interest expense, net is reflected net of capitalized interest.
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Other Income (Expense), Net
Other income (expense), net consists of gains (losses) on strategic investments and other non-operating gains and losses, interest and investment income, foreign currency exchange gains (losses), and gains (losses) on extinguishment of debt.
Provision for Income Taxes
The provision for income taxes consists primarily of income taxes in certain U.S. federal, state, local and foreign jurisdictions in which we conduct business, net of any valuation allowance. Foreign jurisdictions typically have different statutory tax rates from those in the United States. Accordingly, our effective tax rate might fluctuate significantly in the future due to changes in the mix of income and losses in jurisdictions with a wide range of tax rates, the effect of acquisitions, changes resulting from the amount of recorded valuation allowance, permanent differences between U.S. generally accepted accounting principles, certain one-time items, and local tax laws, and changes in tax contingencies.
Results of Operations
The following table sets forth our condensed consolidated statements of operations and comprehensive loss data for the periods indicated:
Three Months Ended March 31,
2026 2025
(dollars in millions)
Revenue $ 2,078 $ 982
Operating expenses:
Cost of revenue (1)
716 262
Technology and infrastructure (1)
1,273 561
Sales and marketing (1)
69 11
General and administrative (1)
164 175
Total operating expenses 2,222 1,009
Operating loss
(144) (27)
Gain (loss) on fair value adjustments — 27
Interest expense, net (536) (264)
Other income (expense), net 24 (5)
Loss before income taxes
(656) (269)
Provision for income taxes 84 46
Net loss $ (740) $ (315)
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(1) Includes stock-based compensation as follows:
Three Months Ended March 31,
2026 2025
(dollars in millions)
Cost of revenue
$ 8 $ 3
Technology and infrastructure 55 55
Sales and marketing 13 3
General and administrative 77 123
Total $ 153 $ 184
We recognized $177 million of stock-based compensation expense, net of $17 million of capitalized costs primarily related to the development of internal-use software, during the three months ended March 31, 2025, associated with vested RSUs as a result of the satisfaction of the liquidity-event performance-based vesting condition which was satisfied in connection with the IPO.
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Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
Three Months Ended March 31,
2026
2025 Change % Change
(dollars in millions)
Revenue $ 2,078 $ 982 $ 1,096 112 %
Revenue for the three months ended March 31, 2026 increased by $1.1 billion, or 112%, compared to the three months ended March 31, 2025. This substantial growth was related to increased demand from both existing and new customer contracts and our fulfillment of that demand through our expanded data center footprint. Approximately 38% of the increase in revenue was attributable to expansion within our existing customer base and the remaining increase was attributable to new customers for the three months ended March 31, 2026.
Cost of Revenue
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
Cost of revenue $ 716 $ 262 $ 454 173 %
Percentage of revenue 34 % 27 %
Cost of revenue for the three months ended March 31, 2026 increased by $454 million, or 173%, compared to the three months ended March 31, 2025. This increase was primarily attributable to higher costs directly related to running our data centers to support the significant increase in customer demand, driven by the deployment of new and expanded data centers, which resulted in an increase in rent expense of approximately $249 million, and an increase in data center utilities and power spend of approximately $85 million. The increase is also attributable to an increase in depreciation and amortization related to power installation and distribution systems of approximately $60 million.
Technology and Infrastructure
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
Technology and infrastructure $ 1,273 $ 561 $ 712 127 %
Percentage of revenue 61 % 57 %
Technology and infrastructure expense for the three months ended March 31, 2026 increased by $712 million, or 127%, compared to the three months ended March 31, 2025. This increase was primarily attributable to an increase in depreciation and amortization of approximately $642 million, from $429 million for the three months ended March 31, 2025, to $1.1 billion for the three months ended March 31, 2026. These increases in depreciation and amortization were related to investments in our platform and servers, switches, and other networking equipment fixed assets within our infrastructure that were placed in service.
Sales and Marketing
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
Sales and marketing $ 69 $ 11 $ 58 527 %
Percentage of revenue 3 % 1 %
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Sales and marketing expense for the three months ended March 31, 2026 increased by $58 million, or 527%, compared to the three months ended March 31, 2025. This increase was primarily attributable to an increase of approximately $26 million in personnel costs, including stock-based compensation, and an increase of $23 million of advertising and sponsorship expenses.
General and Administrative
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
General and administrative $ 164 $ 175 $ (11) (6 %)
Percentage of revenue 8 % 18 %
General and administrative expense for the three months ended March 31, 2026 decreased by $11 million, or 6%, compared to the three months ended March 31, 2025. This decrease was primarily attributable to a decrease of approximately $26 million in personnel costs, including stock-based compensation, primarily related to RSUs with a performance condition that was satisfied upon our IPO in the three months ended March 31, 2025.
Gain (Loss) on Fair Value Adjustments
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
Gain (loss) on fair value adjustments $ — $ 27 $ (27) NM
NM-Not meaningful
Gain (loss) on fair value adjustments for the three months ended March 31, 2026 changed unfavorably by $27 million compared to the three months ended March 31, 2025. There was no gain or loss on fair value adjustments related to the valuation of derivatives and warrants for the three months ended March 31, 2026. On March 21, 2025, we executed an amendment with the warrant holders to fix the exercise price, resulting in a final mark to market of the warrants and a reclassification of the final value of the warrants for common stock within additional paid-in capital, and therefore, there was no activity for the three months ended March 31, 2026.
Interest Expense, Net
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
Interest expense, net $ (536) $ (264) $ (272) 103 %
Interest expense, net for the three months ended March 31, 2026 increased by $272 million, or 103%, compared to the three months ended March 31, 2025. These increases were attributable to increased borrowing levels and total debt obligations.
Other Income (Expense), Net
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
Other income (expense), net $ 24 $ (5) $ 29 (580) %
Other income (expense), net for the three months ended March 31, 2026 changed favorably by $29 million, or 580%, compared to the three months ended March 31, 2025. This change was attributable to an increase in interest and investment income of approximately $22 million and favorable foreign exchange gains and losses of $18 million.
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Provision for Income Taxes
Three Months Ended March 31,
2026 2025 Change % Change
(dollars in millions)
Provision for income taxes $ 84 $ 46 $ 38 83 %
Effective tax rate (13) % (17) %
Provision for income taxes for the three months ended March 31, 2026 changed unfavorably by $38 million compared to the three months ended March 31, 2025.
The increase in tax provision for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, is primarily due to an increase in losses before income taxes and the inability to record a tax benefit from deferred tax assets generated.
Liquidity and Capital Resources
Our operations have been financed primarily through net proceeds from sales of our equity securities, including in our IPO, and from borrowings pursuant to our Credit Facilities and the issuances of debt securities. The following table summarizes our principal sources of liquidity for the periods presented (in millions):
March 31,
2026 December 31,
2025
Cash and cash equivalents $ 2,244 $ 3,127
Marketable securities
22 34
Availability under existing facilities (1)
8,825 3,701
Total liquidity $ 11,091 $ 6,862
____________
(1) Refers to secured commitments under the revolving credit facility and delayed draw term loan agreements.
We have generated significant losses from operations, as reflected in our accumulated deficit of $3.4 billion as of March 31, 2026. Additionally, we have generated significant negative cash flows from investing activities as we continue to support the growth of our CoreWeave Cloud Platform. We anticipate making significant investments for the foreseeable future, including in our infrastructure and go-to-market capabilities, to maintain our leadership and position us to continue to capitalize on the AI revolution. We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under our various debt agreements, will be sufficient to meet our obligations due or anticipated to be due within one year from the date of this Quarterly Report on Form 10-Q, including operating expenses, working capital, and current commitments for capital expenditures. Our future capital requirements may depend on many factors, including those set forth in the section of this Quarterly Report on Form 10-Q entitled "Risk Factors." We anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders.
Cash Flows
Three Months Ended March 31,
2026 2025
(in millions)
Net cash provided by operating activities $ 2,984 $ 61
Net cash used in investing activities (7,708) (1,433)
Net cash provided by financing activities 3,914 1,854
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Operating Activities
Net cash provided by operating activities was $3.0 billion for the three months ended March 31, 2026 as compared to net cash provided by operating activities of $0.1 billion for the three months ended March 31, 2025. The increase was primarily driven by an increase in cash received from customers and timing of payments for operating expenses.
Investing Activities
Net cash used in investing activities was $7.7 billion for the three months ended March 31, 2026, as compared to $1.4 billion for the three months ended March 31, 2025. The increase was driven by higher capital investments in our infrastructure, including our GPU fleet, networking equipment, servers, switches and other necessary equipment for infrastructure asset security compared to the three months ended March 31, 2025.
Financing Activities
Net cash provided by financing activities was $3.9 billion for the three months ended March 31, 2026, as compared to $1.9 billion for the three months ended March 31, 2025. The increase was driven by the issuance of debt and common stock. The increase was partially offset by higher payments on debt.
Capital Investments
Our capital investments in property and equipment consist primarily of technology and infrastructure, which consist of our investments in servers and network equipment for computing, storage, and networking requirements that collectively enable the development and deployment of AI models. We fund these capital investments through a mix of debt and equity securities issuances, delayed draw term loan facilities, OEM financing arrangements, and cash from our balance sheet. We expect capital investments will continue to be financed through a similar mix of debt and equity securities issuances, delayed draw term loan facilities, OEM financing arrangements, and cash from our balance sheet.
During the three months ended March 31, 2026 and 2025, cash paid for property and equipment was $7.7 billion and $1.4 billion, respectively. We expect to increase, relative to 2025, our investment in our technology and infrastructure, including servers, network equipment, and data center related expenses, to support the growth of our business and our long-term initiatives.
Contractual Obligations
Our significant contractual obligations as of March 31, 2026 consisted of:
• our Notes and other borrowings that are included in our condensed consolidated balance sheet and the related periodic interest payments;
• lease liabilities that are included in our condensed consolidated balance sheet;
• lease commitments that have not yet commenced and commitments related to our unconsolidated variable interest entities and joint ventures, which were not included in our condensed consolidated balance sheet; and
• other contractual commitments associated with agreements that are enforceable and legally binding, such as routine commitments for the purchase of goods or services entered into in the ordinary course of business including the purchase of technology equipment and enterprise software and service arrangements.
Refer to Note 3—Investments and Fair Value Measurements, Note 8—Leases, Note 9—Commitments and Contingencies, and Note 10—Debt to our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Equity Financing
In March 2025, we completed our IPO, in which we issued and sold 37 million shares of our Class A common stock at a public offering price of $40.00 per share, which resulted in net proceeds of $1.4 billion after deducting the underwriting discounts and commissions. In April 2025, the underwriters exercised a portion of their over-allotment option
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and purchased from us an additional approximately 2 million shares of our Class A common stock at the public offering price, which resulted in net proceeds to us of $68 million after deducting the underwriting discounts and commissions.
In January 2026, we entered into a securities purchase agreement with NVIDIA Corporation for a private placement of approximately 23 million shares of our Class A common stock at a purchase price of $87.20 per share, for aggregate gross proceeds of $2.0 billion. The par value of the shares issued was recorded to Class A common stock, with the remainder recorded to additional paid-in capital.
Debt Financing
As of March 31, 2026, we had $11.8 billion outstanding under our delayed draw term loan facilities. These delayed draw term loan facilities are collateralized with the assets underlying the contributed contracts and the pledged contractual cash flows, generally from investment grade counterparties. They are drawn as we build infrastructure to support customer requirements, and amortize over time as contracted cash flows are generated in a regular and predictable manner, with excess cash made available to us.
As of March 31, 2026, we had $6.4 billion aggregate outstanding principal amount of Notes composed of the following:
• $2.0 billion aggregate principal amount of 2030 Senior Notes;
• $1.8 billion aggregate principal amount of 2031 Senior Notes;
• $2.6 billion aggregate principal amount of 2031 Convertible Senior Notes.
We have also entered into various agreements with original equipment manufacturers and a software license vendor, (the "OEM and Software License Financing Arrangements"), pursuant to which we obtained financing for certain equipment and software license.
Additionally, we had $686 million available capacity under our $2.5 billion Revolving Credit Facility as of March 31, 2026.
Refer to Note 10—Debt to our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information related to our debt.
Critical Accounting Estimates
Management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025. For additional information about our critical accounting estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See the section titled "Recent Accounting Pronouncements Not Yet Adopted" in Note 1—Overview and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk in the ordinary course of our business, such as interest rate risk, foreign currency risk, and inflation risk. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Interest Rate Risk
As of March 31, 2026, we had cash, cash equivalents, and marketable securities of $2.2 billion. In addition, we had $1.1 billion of restricted cash and cash equivalents, primarily consisting of bank deposits related to our collateralized loan facility. Our cash, cash equivalents, and marketable securities are held for working capital purposes. We do not enter into investments for trading or speculative purposes.
We are exposed to interest rate risk related to our outstanding debt, as a rising interest rate environment may increase the amount of interest paid on these loans. For the three months ended March 31, 2026, for every 100-basis point increase or decrease in interest rates, our interest expense could increase or decrease by approximately $32 million based on the total balance of our outstanding debt as of March 31, 2026. The level of our interest rate risk is dependent on our debt exposure and is sensitive to changes in the general level of interest rates.
We have entered into interest rate swaps intended to mitigate the interest rate risk associated with certain floating interest rate debt.
Foreign Currency Risk
We transact business globally in multiple currencies. Our international costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. We are exposed to foreign currency risks related to our operating expenses denominated in currencies other than the U.S. dollar, primarily the British pound, Canadian dollar, Euro and Swedish krona. Accordingly, changes in exchange rates may negatively affect our future revenue and other operating results as expressed in U.S. dollars.
We have experienced and will continue to experience fluctuations in our net loss as a result of transaction gains or losses related to remeasurement of our asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. We have foreign currency derivative contracts to mitigate certain of the foreign currency exchange risk of our assets and liabilities denominated in currencies other than the functional currency. These contracts reduce, but do not eliminate, the impact of foreign currency exchange rate movements on our assets and liabilities.
Our foreign exchange derivative contracts had a total notional value of $1.6 billion as of March 31, 2026. We estimate that an unfavorable 10% change in the underlying exchange rates would result in unfavorable foreign exchange losses of approximately $160 million, which we expect would be offset by an inverse change in the fair value of the underlying exposure.
Item 4. Controls and Procedures
Limitation on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934 (the "Exchange Act"), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the
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reasonable assurance level as of March 31, 2026 due to the material weaknesses in our internal control over financial reporting described below.
Previously Reported Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.
As disclosed in the section titled "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q, we previously identified material weaknesses in our internal control over financial reporting related to the lack of effectively designed, implemented, and maintained IT general controls over applications that support our financial reporting processes; insufficient segregation of duties across financially relevant functions, and lack of sufficient number of qualified personnel within our accounting, finance, and operations functions who possessed an appropriate level of expertise to provide reasonable assurance that transactions were being appropriately recorded and disclosed. We have concluded that these material weaknesses existed because we did not have the necessary business processes, systems, personnel and related internal controls. We have also concluded that these material weaknesses continued to exist as of March 31, 2026. The deficiencies identified did not result in a material misstatement to our financial statements.
Remediation Efforts to Address Previously Identified Material Weaknesses
The material weaknesses described above arose because as a private company prior to our IPO, coupled with the rapid growth in our business, we did not have the business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.
We have taken and will continue to take action to remediate these material weaknesses, including:
• engagement with external consultants with extensive Sarbanes-Oxley Act experience;
• implementation of IT general controls to manage access and program changes within our IT environment and to support the evaluation, monitoring, and ongoing effectiveness of key application controls and key reports;
• implementation of processes and controls to better identify and manage segregation of duties risks;
• designing and implementing controls related to significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries;
• continued hiring of additional accounting, finance and operations resources with appropriate and sufficient technical expertise and to better allow for segregation of conflicting duties; and
• consulting with experts on technical accounting matters, internal controls, and in the preparation of our financial statements.
We believe we are making progress toward achieving effectiveness of our internal control over financial reporting. The actions that we are taking are subject to ongoing management review and audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequently evaluated their design and effectiveness over a sufficient period of time, and management concludes, through testing, that these are operating effectively. We may also conclude that additional measures are required to remediate the material weaknesses in our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
Except for the remediation measures in connection with the material weaknesses described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, cash flows or financial condition. For more information, refer to Note 9—Commitments and Contingencies–Litigation to the condensed consolidated financial statements (included in Part I, Item 1 of this Quarterly Report on Form 10-Q).
Item 1A. Risk Factors
A description of the risks and uncertainties associated with our business is set forth below. You should carefully consider the risks and uncertainties described below, together with the other information in this Quarterly Report on Form 10-Q. References to past events are provided by way of example only and are not intended to be a complete listing of such events or a representation as to whether or not such factors or similar events have occurred in the past or their likelihood of occurring in the future. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks occur, our business, operating results, financial condition, and prospects could be materially and adversely affected. In that event, the trading price of our Class A common stock could decline, and you could lose all or a part of your investment.
Summary Risk Factors
Our business is subject to numerous risks and uncertainties and this summary provides an overview of such risks. You should read this risk factor summary together with the more detailed discussion of risks and uncertainties following this summary.
• 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.
• We have a limited number of suppliers for significant components of the equipment we use to build and operate our platform and provide our solutions and services. Any disruption in the availability of these components could delay our ability to expand or increase the capacity of our infrastructure or replace defective equipment.
• If our data center providers fail to meet the requirements of our business, or if the data center facilities experience damage, interruption, or a security breach, our ability to provide access to our infrastructure and maintain the performance of our network could be negatively impacted.
• Our recent growth may not be indicative of our future growth, and if we do not effectively manage our future growth, our business, operating results, financial condition, and prospects may be adversely affected.
• 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.
• Our operations require substantial and growing capital expenditures, and we will require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital on acceptable terms, if at all, or to lower our total cost of capital, may adversely affect our business, operating results, financial condition, and prospects.
• If we fail to efficiently enhance our platform and develop and sell new solutions and services and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, our platform may become less competitive.
• The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure by our customers to continue to use our CoreWeave Cloud Platform to support AI use cases in their systems, or our ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on our business, operating results, financial condition, and prospects.
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• Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.
• We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, financial condition, and prospects.
• Our substantial indebtedness could materially adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry, our ability to meet our obligations under our outstanding indebtedness and could divert our cash flow from operations for debt payments, and we may still incur substantially more indebtedness in the future.
• The multi-class structure of our common stock has the effect of concentrating voting power with our Co-Founders (as defined below), which will limit your ability to influence the outcome of important transactions, including a change in control.
Risks Related to Our Business and Industry
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.
We depend on third parties, including utilities, independent system operators, regulators, governments, and global suppliers to secure sufficient power, which powers our data center facilities, in a cost-effective manner. Limitations on generation, transmission, and distribution may limit our ability to obtain sufficient power capacity for our potential expansion sites in new or existing markets. Power providers, other participants in the power market, and regulators may impose onerous operating conditions, such as power generation procurement obligations or collateralization requirements, to any approval or provision of power. The local electricity grids in the markets where we have data centers have faced substantial increases in demand for power. Although there are some early stage alternative methods to source power to local electricity grids they may not be available to service all of our needs due to lack of supply or high cost per unit of electricity. Our inability to secure sufficient power on terms that are acceptable to us could have an adverse effect on our business, results of operation, ability to operate, financial condition, and prospects.
Our data center facilities are affected by problems accessing electricity sources, such as unplanned or planned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyberattacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids more generally, and planned power outages by public utilities, such as the practice of planned outages by the public utilities in California, Colorado, Texas, and other states to minimize fire risks, could harm our customers and our business. Further, our existing data center facilities are located in leased buildings where, depending upon the lease requirements and number of tenants involved, we may or may not control some or all of the infrastructure, including generators and fuel tanks. As a result, in the event of a power outage, we could be dependent upon the landlord, as well as the utility company, to restore the power. Even if we attempt to limit our exposure to system downtime by using backup generators, which are in turn supported by onsite fuel storage and through contracts with fuel suppliers, these measures may not always prevent downtime or large-scale outages. We may also face constraints on our ability to deliver our platform, solutions, and services if there is limited power supply or a disruption in power supply. Our failure, or our suppliers' failure, to achieve or maintain high data transmission capacity and sufficient electrical services would impact our ability to meet customer needs and could significantly reduce customer demand for our services. Such reduced demand and resulting loss of compute, cost increases, or failure to upgrade our equipment or adapt to new technologies would harm our business, operating results, financial condition, and prospects. Any outage or supply disruption could adversely affect our customer experience, as well as our business, operating results, financial condition, and prospects.
Additionally, for our potential new data centers and expansion sites, we expect to commit substantial operational and financial resources, including long-term power supply contracts, in advance of securing customer contracts for those data centers. This asymmetric dynamic could adversely affect our business, financial position, results from operations and prospects.
Finally, the global energy market is currently experiencing inflation and volatility pressures. Although we use power purchase agreements to hedge against the risk of some changes in the price of power, there is no guarantee that they will work as intended or will protect us from long-term changes in the price of power. We expect the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures, which could materially affect our financial forecasting, business, operating results, financial condition, and prospects.
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We have a limited number of suppliers for significant components of the equipment we use to build and operate our platform and provide our solutions and services. Any disruption in the availability of these components could delay our ability to expand or increase the capacity of our infrastructure or replace defective equipment.
We do not manufacture the components we use to build the technology infrastructure underlying our platform. We have a limited number of suppliers that we use to procure and configure significant components of the technology infrastructure that we use to operate our platform and provide our solutions and services to our customers. For example, as a result of our obligations in our current customer contracts, all of the GPUs used in our infrastructure today are NVIDIA GPUs. Additionally, for the year ended December 31, 2025, three suppliers accounted for 23%, 20%, and 17% of total purchases, for the year ended December 31, 2024, three suppliers accounted for 46%, 16%, and 14% of total purchases, and for the year ended December 31, 2023, three suppliers accounted for 57%, 22%, and 11% of total purchases. Utilizing a limited number of suppliers of the components for our technology infrastructure exposes us to risks, including:
• asymmetry between component availability and contractual performance obligations, including where specified components are required;
• shifts in market-leading technologies away from those offered by our current suppliers that could impact our ability to offer our customers the solutions and services that they are seeking;
• reduced control over production costs and constraints based on the then current availability, terms, and pricing of these components, including any delays in our supply chain;
• limited ability to control aspects of the quality, performance, quantity, and cost of our infrastructure or of its components;
• the potential for binding price or purchase commitments with our suppliers at higher than market rates;
• reliance on our suppliers to keep up with technological advancements at the same pace as our business and customer demands, including their ability to continue to deliver next generation components that are substantially better than the prior generation;
• consolidation among suppliers in our industry, which may harm our ability to negotiate and obtain favorable terms from our suppliers and the third-party suppliers that our suppliers rely on;
• labor and political unrest at facilities we do not operate or own;
• geopolitical disputes disrupting our or any of our suppliers' supply chains, such as geopolitical tensions including but not limited to the conflicts in the Middle East and Ukraine, and tensions between China and Taiwan;
• business, legal, compliance, litigation, and financial concerns affecting our suppliers or their ability to manufacture and ship components in the quantities, of the quality, and in the manner we require;
• impacts on our supply chain from adverse public health developments, including outbreaks of contagious diseases or pandemics; and
• disruptions due to floods, wildfires, earthquakes, storms, and other natural disasters, particularly in countries with limited infrastructure and disaster recovery resources, or regional conflicts.
Our technology infrastructure components suppliers fulfill our supply requirements on the basis of individual purchase orders, which we often place with lead times specified by the specific supplier. We have no control over the lead times demanded by our suppliers to fulfill our supply requirements in the future. Additionally, if such lead times increase in the future for any one or more of our infrastructure components, we may face a supply interruption for necessary components. We currently have no long-term contracts or arrangements with our suppliers that guarantee capacity or the continuation of any particular payment terms. Accordingly, after individual purchase orders have been completed, our suppliers are not obligated to continue to fulfill our supply expectations, and the prices we are charged for their products and, if applicable, services could be increased on short notice. Any inability of or delay by our suppliers to meet our order demands (including due to the suppliers' competing commercial priorities, any geopolitical factors affecting their suppliers, or any other business disruption) could delay or disrupt our ability to procure necessary components. Further, because we often submit purchase orders to our suppliers according to stated lead times and generally order only what we need to fulfill customer requirements, any delay from our suppliers may result in our inability to provide our infrastructure and platform to our customers on a timely basis and fulfill our contractual requirements under our customer contracts. Additionally, our current customers have contractually specified our use of NVIDIA GPUs. If we are required to change suppliers, our ability to meet our obligations to our customers, including scheduled compute access, could be adversely affected and our solutions may not perform, which could cause the loss of sales from existing or potential customers, delayed revenue, or an increase in our costs, which could adversely affect our margins and other financial results. Any
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production or shipping interruption for any reason, such as a natural disaster, epidemics, pandemics, capacity shortages, quality problems, or strike or other labor disruption at one of our supplier locations or at shipping ports or locations, could adversely affect sales of our solution and services offerings.
In addition, we are continually working to expand and enhance our infrastructure features, technology, and network and other technologies to accommodate substantial increases in the computing power required by more compute-intensive workloads on our platform, the amount of data we host, and our overall number of total customers. We may be unable to project accurately the rate or timing of these increases or to allocate resources successfully to address such increases and may underestimate the data center capacity needed to address such increases. Our limited number of suppliers, in turn, may not be able to quickly respond to our needs, which would have a negative impact on customer experience and our ability to meet our contractual obligations. In the future, we may be required to allocate additional resources, including spending substantial amounts to build, purchase, or lease or license data centers and equipment and upgrade our technology and network infrastructure in order to handle increased customer usage, and our suppliers may not be able to satisfy such requirements. In addition, our network or our suppliers' networks might be unable to achieve or maintain data transmission capacity high enough to effectively deliver our services.
Moreover, our suppliers themselves rely on a complex network of third-party suppliers for semiconductor manufacturing, hardware components, and other critical inputs, which introduces additional risks to our supply chain. For example, NVIDIA relies on suppliers such as Taiwan Semiconductor Manufacturing Company for semiconductor fabrication and other manufacturers for compute and networking components. Any disruption in the operations of these upstream suppliers, whether due to equipment failures, geopolitical factors such as the growing potential for military conflict between China and Taiwan, or subcomponent or raw material supply chain constraints, could affect our suppliers' ability to supply the significant components of the equipment we use to operate our platform and provide our solutions and services to our customers, which would, in turn, affect the availability of our solutions and services, lead times, and our financial results.
In addition, to the extent any of our suppliers' businesses are impacted by business, legal, compliance, litigation, and financial concerns, including regulatory scrutiny and export controls, our business, operating results, financial condition, and prospects may be adversely affected. For example, increasing use of tariffs, economic sanctions and export controls has impacted and may in the future impact the availability and cost of GPUs and other components of our platform. Tariff actions, quotas, and retaliatory measures may raise the price of imported equipment and materials we rely on. If additional restrictions are imposed on semiconductors, networking equipment, or design and manufacturing software, or if foreign governments adopt countermeasures, our procurement costs could rise and our ability to deploy capacity on planned timelines could be reduced. Expansion or reinterpretation of United States export controls that cover advanced computing hardware, software, or related services could limit availability of components or require reconfiguration of our infrastructure plans. Responses from governments outside of the U.S. to U.S. export controls could further affect supply, logistics, and servicing. These dynamics could slow our ability to add or replace hardware and could affect the economics of certain deployments.
We have experienced, and may in the future experience, component shortages. In the event of a supplier unavailability, component shortage, or supply interruption, we may not be able to secure alternate sources in a timely manner. Securing alternate sources of supply for these components or services may be time-consuming, difficult, and costly and we may not be able to source these components or services on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders promptly. Any interruption or delay in the supply of any of these components or services, or the inability to obtain these components or services from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet the demand of our customers, which in turn would have an adverse effect on our business, operating results, financial condition, and prospects.
If our data center providers fail to meet the requirements of our business, or if the data center facilities experience damage, interruption, or a security breach, our ability to provide access to our infrastructure and maintain the performance of our network could be negatively impacted.
We lease space in or otherwise license use of third-party data centers located in the United States, Europe and United Kingdom. Our current business is reliant on these data center facilities. Given that we lease or license our existing data center space, we do not control the operation of these third-party facilities. Consequently, we could be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of our direct control. Our data center facilities and network infrastructure are vulnerable to damage or interruption from a variety of sources including earthquakes, floods, storms, fires, power loss, system failures, computer and other cybersecurity vulnerabilities, physical or
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