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CoreWeave, Inc.

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 13, 2025

CRWV$46.40+6.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001769628-25-000014

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001769628-25-000041

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 99 previous paragraphs and 110 current paragraphs.

65 unchanged; 26 reworded; 17 added; 6 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 14 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

On May 5, 2025, we acquired all of the outstanding equity interests of Weights and Biases, Inc., an AI developer platform. The aggregate purchase consideration was $1.0 billion in cash, stock, and fair value replacement of restricted stock units. Refer to Note 4—Business Combination to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Current report

On July 7, 2025, we entered into a definitive agreement to acquire Core Scientific, Inc. ("Core Scientific"), a leading data center infrastructure provider, in an all-stock transaction (the “Core Scientific Acquisition”). The Core Scientific Acquisition is expected to help us verticalize our data center footprint to support revenue growth and improve operational profitability. The Core Scientific Acquisition is expected to close in the fourth quarter of 2025, subject to regulatory and Core Scientific stockholder approval and certain other closing conditions.

Current report

Technology and infrastructure expense for the six months ended June 30, 2025 increased by $956 million, or 347%, compared to the six months ended June 30, 2024. This increase was primarily attributable to an increase in depreciation and amortization of approximately $731 million, from $235 million for the six months ended June 30, 2024, to $966 million for the six months ended June 30, 2025. 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, as well as an increase of approximately $159 million of personnel costs, of which $98 million related to stock-based compensation expense, and an increase of approximately $29 million of equipment support and software expenses.

Current report

Sales and marketing expense for the three months ended June 30, 2025 increased by $33 million, or 782%, compared to the three months ended June 30, 2024. This increase was primarily attributable to an increase of $14 million of advertising and sponsorship expenses and an increase of approximately $14 million in personnel costs, of which $8 million related to stock-based compensation expense.

Current report

Sales and marketing expense for the six months ended June 30, 2025 increased by $39 million, or 476%, compared to the six months ended June 30, 2024. This increase was primarily attributable to an increase of approximately $18 million in personnel costs, of which $10 million related to stock-based compensation expense, and an increase of $16 million of advertising and sponsorship expenses.

Current report

Other income (expense), net for the six months ended June 30, 2025 changed by $(23) million compared to the six months ended June 30, 2024. This change was attributable to unfavorable foreign exchange losses of approximately $45 million partially offset by an increase in interest and investment income of approximately $13 million, and an increase of $11 million from the gain on the sale of warrants received as a lease incentive.

Current report

In July 2025, we entered into an additional Delayed Draw Term Loan 3.0 Facility (as amended, “DDTL 3.0 Facility”), which provides for a delayed draw term loan facility of up to $2.6 billion. We intend to use borrowings under the DDTL 3.0 Facility to fund the purchase and maintenance of certain equipment, hardware, infrastructure and other systems to be utilized by us in order to provide a strategic customer with certain services ordered by such strategic customer. We will pay interest at a rate per annum equal to daily compounded SOFR plus an Applicable Margin of 4.00%. We are required to pay an undrawn fee of 0.50% per annum on the average daily undrawn portion of the DDTL 3.0 Facility. We will commence repayments of DDTL 3.0 Facility on the first Monthly Payment Date on or after April 1, 2026. Any remaining unpaid principal is due on the term maturity date, August 21, 2030. Our DDTL 3.0 Facility requires us to maintain certain restricted cash balances based on a yearly schedule. We are also required to enter secured swap agreements to cover at least 75% of the reasonably anticipated outstanding principal amount of floating rate loans within 45 days of the closing date and subsequent Credit Events.

Current report

In May 2025, we issued $2.0 billion in aggregate principal amount of senior notes due 2030 (the "2030 Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2030 Senior Notes were issued pursuant to an indenture, dated as of May 27, 2025 (the "Indenture"). The proceeds from the issuance of the 2030 Senior Notes were retained for general corporate purchases. In conjunction with the issuance of the 2030 Senior Notes, we capitalized $37 million in debt issuance costs.

Current report

The 2030 Senior Notes are unsecured obligations. The 2030 Senior Notes will mature on June 1, 2030 and bear interest at a rate of 9.25% per annum, payable semi-annually in cash in arrears on June 1 and December 1 of each year, beginning on December 1, 2025.

Current report

We may redeem all or a portion of the 2030 Senior Notes at any time prior to June 1, 2027 at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest and a "make-whole" premium as provided in the Indenture. We may redeem all or a portion of the 2030 Senior Notes at any time on or after June 1, 2027 at the redemption prices set forth in the Indenture. At any time prior to June 1, 2027, up to 40% of the aggregate principal amount of the 2030 Senior Notes may be redeemed with the net cash proceeds from certain equity offerings, at the redemption price specified in the Indenture.

Current report

The 2030 Senior Notes includes customary terms and covenants, including certain events of default, after which the 2030 Notes may be due and payable immediately. In addition, if we experience certain change of control events, as described in the Indenture, we will be required to make an offer to repurchase some or all of the 2030 Notes at a price equal to 101% of the principal amount of the 2030 Senior Notes to be repurchased plus accrued and unpaid interest.

Current report

In July 2025, we closed a private placement of $1.8 billion aggregate principal amount of its 9% Senior Notes due 2031 (the "2031 Senior Notes"). We intend to use the proceeds for general corporate purposes. The 2031 Senior Notes and related guarantees were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons pursuant to Regulation S under the Securities Act.
Removed paragraphs (6)

Previous report

In connection with the IPO, all outstanding shares of the Series Seed, Series A, Series B, and Series B-1 redeemable convertible preferred stock automatically converted into 155,111,700 shares of Class A common stock, and all outstanding shares of the Series C redeemable convertible preferred stock were automatically converted into 29,874,066 shares of redeemable Class A common stock.

Previous report

In February 2025, we entered into a definitive agreement to acquire all of the outstanding equity interests of Weights and Biases, Inc., an AI developer platform. The acquisition closed on May 5, 2025. The aggregate consideration was approximately $1.4 billion in cash and stock, subject to purchase price adjustments.

Previous report

Sales and marketing expense for the three months ended March 31, 2025 increased by $6 million, or 160%, compared to the three months ended March 31, 2024. This increase was primarily attributable to an increase of approximately $4 million in personnel costs, of which $2 million related to stock-based compensation primarily related to RSUs with a performance condition that was satisfied upon our IPO, to help our efforts in driving customer demand.

Previous report

On March 7, 2025, we entered into the 2025 Term Loan Facility with Morgan Stanley Senior Funding, Inc., as administrative agent, the guarantors party thereto, and the lenders party thereto, providing for a $300 million unsecured term loan facility. The obligations under our 2025 Term Loan Facility are unconditionally guaranteed by our subsidiary guarantors as described in the 2025 Term Loan Credit Agreement. Amounts borrowed under the 2025 Term Loan Facility may only be borrowed in a single funding. All unfunded commitments of the lenders under the 2025 Term Loan Facility terminated in connection with the IPO. There were no borrowings under the 2025 Term Loan Facility and in connection with the IPO, the 2025 Term Loan Facility was terminated.
Reworded paragraphs (26)

Previous wording

In March 2025, we completed our IPO, in which we issued and sold an aggregate of 37,500,000 shares of our Class A common stock at a public offering price of $40.00 per share. We received aggregate proceeds of $1.4 billion after deducting the underwriting discounts and commissions and offering expenses payable by us. In connection with a commercial agreement with a strategic customer to provide AI infrastructure services, we also issued 8,750,000 shares of 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. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from the Company an additional 1,760,000 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.

Current wording

In March 2025, we completed our IPO, in which we issued and sold an aggregate of 36,590,000 shares of our Class A common stock at a public offering price of $40.00 per share. We received aggregate proceeds of $1.4 billion after deducting the underwriting discounts and commissions and offering expenses payable by us. In connection with a commercial agreement with a strategic customer to provide AI infrastructure services, we also issued 8,750,000 shares of 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. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from us an additional 1,760,000 shares of Class A common stock at the IPO price, which resulted in net proceeds to us of $68 million after deducting the underwriting discounts and commissions.

Previous wording

We generate revenue by providing our customers with cloud computing services, including compute enabled by our software and infrastructure optimized for AI and high-performance computing. Our customers purchase our CoreWeave Cloud Platform services through either committed contracts or on-demand. Our revenue primarily comes from committed contracts.

Current wording

We generate revenue by providing our customers with cloud computing services, including compute enabled by our software and infrastructure optimized for AI and high-performance computing. Our customers purchase our CoreWeave Cloud Platform services through either committed contracts or on an on-demand basis. Our revenue primarily comes from committed contracts.

Previous wording

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 we achieve economies of scale and operational efficiencies.

Current wording

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, and we achieve economies of scale and operational efficiencies.

Previous wording

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, travel expenses, and other related expenses, third-party professional services costs, allocated overhead, and advertising costs associated with marketing programs.

Current wording

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, travel expenses, and other related expenses, third-party professional services costs, allocated overhead, and advertising costs associated with marketing programs. We expect our sales and marketing expense to increase in absolute dollars as we grow our brand and expand our customer footprint.

Previous wording

We expect to incur 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, as well as higher expenses for general and director and officer insurance, investor relations, and professional services.

Current wording

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, as well as higher expenses for general and director and officer insurance and professional services.

Previous wording

Other income (expense), net consists of investment income, gain (loss) on extinguishment of debt, interest income, and other non-operating gains and losses.

Current wording

Other income (expense), net consists of investment income, foreign currency exchange gains (losses), gains (losses) on extinguishment of debt, interest income, gains (losses) on sale of investments and other non-operating gains and losses.

Previous wording

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 performance-based vesting condition in connection with the IPO and for which the service-based vesting condition had also been satisfied as of that date.

Current wording

We recognized no and $177 million of stock-based compensation expense, net of no and $17 million of capitalized costs primarily related to the development of internal-use software, during the three and six months ended June 30, 2025, respectively, 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.

Previous wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Current wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Previous wording

Revenue for the three months ended March 31, 2025 increased by $793 million, or 420%, compared to the three months ended March 31, 2024. This substantial growth was related to increased demand from both existing and new customer contracts and our ability to rapidly scale our operations, emphasizing the strength of our customer relationships and our ability to meet the evolving needs of the industry. Approximately 90% of the increase in revenue was attributable to expansion within our existing customer base and the remaining increase was attributable to new customers.

Current wording

Revenue for the three months ended June 30, 2025 increased by $817 million, or 207%, compared to the three months ended June 30, 2024. Revenue for the six months ended June 30, 2025 increased by $1,610 million, or 276%, compared to the six months ended June 30, 2024. This substantial growth was related to increased demand from both existing and new customer contracts and our ability to rapidly scale our operations, emphasizing the strength of our customer relationships and our ability to meet the evolving needs of the industry. Approximately 92% and 96% 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 and six months ended June 30, 2025, respectively.

Previous wording

Cost of revenue for the three months ended March 31, 2025 increased by $203 million, or 343%, compared to the three months ended March 31, 2024. 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 successful deployment of new data centers, which resulted in an increase in rent expense of approximately $121 million, an increase in data center utilities and power spend of approximately $51 million, an increase in personnel costs of approximately $12 million, which includes headcount growth of employees directly associated with data centers and $2 million related to stock-based compensation expense primarily related to RSUs with a performance condition that was satisfied upon our IPO, and an increase in depreciation and amortization related to power installation and distribution systems of approximately $11 million.

Current wording

Cost of revenue for the three months ended June 30, 2025 increased by $204 million, or 187%, compared to the three months ended June 30, 2024. 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 successful deployment of new and expanded data centers, which resulted in an increase in rent expense of approximately $113 million, an increase in data center utilities and power spend of approximately $54 million. The increase is also attributable to an increase in depreciation and amortization related to power installation and distribution systems of approximately $15 million, and an increase in personnel costs of approximately $12 million, which includes headcount growth of employees directly associated with data centers and $2 million related to stock-based compensation expense.

Previous wording

Technology and infrastructure expense for three months ended March 31, 2025 increased by $469 million, or 504%, compared to the three months ended March 31, 2024. This increase was primarily attributable to an increase in depreciation and amortization of approximately $352 million, from $77 million for the three months ended March 31, 2024, to $429 million for the three months ended March 31, 2025, resulting from investments in our platform and servers, switches, and other networking equipment fixed assets within our infrastructure, as well as an increase of approximately $82 million of personnel costs, of which $52 million related to stock-based compensation primarily related to RSUs with a performance condition that was satisfied upon our IPO, and an increase of approximately $17 million of equipment support and software expenses.

Current wording

Technology and infrastructure expense for the three months ended June 30, 2025 increased by $487 million, or 266%, compared to the three months ended June 30, 2024. This increase was primarily attributable to an increase in depreciation and amortization of approximately $379 million, from $158 million for the three months ended June 30, 2024, to $537 million for the three months ended June 30, 2025. 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, as well as an increase of approximately $76 million of personnel costs, of which $46 million related to stock-based compensation expense, and an increase of approximately $12 million of equipment support and software expenses.

Previous wording

General and administrative expense for the three months ended March 31, 2025 increased by $159 million, or 1,014%, compared to the three months ended March 31, 2024. This increase was primarily attributable to an increase of approximately $132 million in personnel-related expenses, which includes headcount growth to support our expanding operations and $119 million related to stock-based compensation primarily related to RSUs with a performance condition that was satisfied upon our IPO. Professional services expenses also increased by approximately $27 million, primarily from accounting, tax, legal, and advisory services necessary to support our growth and public company preparation activities.

Current wording

General and administrative expense for the three months ended June 30, 2025 increased by $152 million, or 701%, compared to the three months ended June 30, 2024. This increase was primarily attributable to an increase of approximately $104 million in personnel-related expenses, which includes headcount growth to support our expanding operations and $82 million related to stock-based compensation expense. Professional services expenses also increased by approximately $52 million, primarily from accounting, tax, legal, and advisory services necessary to support our growth and public company compliance activities.

Previous wording

Gain (loss) on fair value adjustments for the three months ended March 31, 2025 changed favorably by $124 million compared to the three months ended March 31, 2024. This change was driven by a relative decrease in the period in the valuation of derivatives and warrants tied to our common stock and redeemable convertible preferred stock within the periods presented. 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.

Current wording

Gain (loss) on fair value adjustments for the three months ended June 30, 2025 changed favorably by $310 million compared to the three months ended June 30, 2024. Gain (loss) on fair value adjustments for the six months ended June 30, 2025 changed favorably by $435 million compared to the six months ended June 30, 2024. These changes was driven by a relative decrease in the period in the valuation of derivatives and warrants tied to our common stock and redeemable convertible preferred stock within the periods presented. 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 June 30, 2025.

Previous wording

Interest expense, net for the three months ended March 31, 2025 increased by $223 million, or 549%, compared to the three months ended March 31, 2024. This increase was attributable to increased borrowing levels and total debt obligations.

Current wording

Interest expense, net for the three months ended June 30, 2025 increased by $200 million, or 300%, compared to the three months ended June 30, 2024. Interest expense, net for the six months ended June 30, 2025 increased by $423 million, or 394%, compared to the six months ended June 30, 2024. These increases were attributable to increased borrowing levels and total debt obligations.

Previous wording

Other income (expense), net for the three months ended March 31, 2025 changed unfavorably by $12 million compared to the three months ended March 31, 2024. This change was attributable to foreign exchange losses of approximately $17 million partially offset by an increase in interest income of approximately $8 million.

Current wording

Other income (expense), net for the three months ended June 30, 2025 changed by $(11) million compared to the three months ended June 30, 2024. This change was attributable to unfavorable foreign exchange losses of approximately $25 million, partially offset by an increase of $11 million from the gain on the sale of warrants received as a lease incentive, and an increase in interest and investment income of approximately $5 million.

Previous wording

Provision for (benefit from) income taxes for the three months ended March 31, 2025 increased by $31 million, or 199%, compared to the three months ended March 31, 2024. We recorded income tax expense in all periods presented despite experiencing pre-tax losses in part due to nondeductible losses on fair value adjustments and projected limitations on our ability to realize certain tax benefits, which has resulted in us maintaining a full valuation allowance on our U.S. deferred tax assets. The increase in period-over-period income tax expense primarily resulted from an increase in pre-tax income excluding these nondeductible losses and the inability to record a net benefit from deferred tax assets generated in the period.

Current wording

Provision for (benefit from) income taxes for the three months ended June 30, 2025 increased by $8 million, or 19%, compared to the three months ended June 30, 2024. Provision for (benefit from) income taxes for the six months ended June 30, 2025 increased by $38 million, or 69%, compared to the six months ended June 30, 2024. We recorded income tax expense in all periods presented despite experiencing pre-tax losses in part due to nondeductible losses on fair value adjustments and projected limitations on our ability to realize certain tax benefits, which has resulted in us maintaining a full valuation allowance on our U.S. deferred tax assets. The increase in period-over-period income tax expense primarily resulted from an increase in pre-tax income excluding these nondeductible losses and the inability to record a net benefit from deferred tax assets generated in the period.

Previous wording

We have generated significant losses from operations, as reflected in our accumulated deficit of $1.8 billion as of March 31, 2025. 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.

Current wording

We have generated significant losses from operations, as reflected in our accumulated deficit of $2.1 billion as of June 30, 2025. 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.

Previous wording

In March 2025, we completed our IPO, in which we issued and sold 36,590,000 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. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from the Company an additional 1,760,000 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.

Current wording

In March 2025, we completed our IPO, in which we issued and sold 36,590,000 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. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from us an additional 1,760,000 shares of Class A common stock at the IPO price, which resulted in net proceeds to us of $68 million after deducting the underwriting discounts and commissions.

Previous wording

Our non-cancellable commitments are disclosed in 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, 2025 and 2024 included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

Our non-cancellable commitments are disclosed in Note 8—Leases, Note 9—Commitments and Contingencies, and Note 10—Debt to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

On June 21, 2024, we entered into the Revolving Credit Facility with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the guarantors party thereto, and the lenders and issuing banks party thereto (as amended, the "Revolving Credit Facility"). The Revolving Credit Facility matures on June 21, 2027. On October 7, 2024, the credit agreement was amended to provide for a $650 million senior revolving credit facility consisting of (i) a $500 million secured facility and (ii) a $150 million unsecured facility. On December 2, 2024, the Revolving Credit Facility was further amended to provide for the $650 million senior revolving credit facility to be fully secured. On May 2, 2025, the Revolving Credit Facility Agreement was further amended to increase the commitments thereunder to $1.5 billion, with a $350 million letter of credit sub-facility. Our Revolving Credit Facility may be increased by the sum of $500 million plus an unlimited amount that does not result in our total net leverage ratio exceeding 6.00x or our secured net leverage ratio exceeding 4.00x, pursuant to the exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The proceeds of our Revolving Credit Facility may be used for working capital and general corporate purposes (including the financing of acquisitions and investments). As of March 31, 2025, we had drawn $50 million, had $11 million of issued outstanding letters of credit, and had $589 million of remaining capacity on the Revolving Credit Facility.

Current wording

On June 21, 2024, we entered into the Revolving Credit Facility with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the guarantors party thereto, and the lenders and issuing banks party thereto (as amended, the "Revolving Credit Facility"). The Revolving Credit Facility matures on June 21, 2027. On October 7, 2024, the credit agreement was amended to provide for a $650 million senior revolving credit facility consisting of (i) a $500 million secured facility and (ii) a $150 million unsecured facility. On December 2, 2024, the Revolving Credit Facility was further amended to provide for the $650 million senior revolving credit facility to be fully secured. On May 2, 2025, the Revolving Credit Facility Agreement was further amended to increase the commitments thereunder to $1.5 billion, with a $350 million letter of credit sub-facility. Our Revolving Credit Facility may be increased by the sum of $500 million plus an unlimited amount that does not result in our total net leverage ratio exceeding 6.00x or our secured net leverage ratio exceeding 4.00x, pursuant to the exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The proceeds of our Revolving Credit Facility may be used for working capital and general corporate purposes (including the financing of acquisitions and investments). As of June 30, 2025, we had drawn $450 million, had $11 million of issued outstanding letters of credit, and had $1.0 billion of remaining capacity on the Revolving Credit Facility.

Previous wording

As of March 31, 2025 and December 31, 2024, we had $1.9 billion and $2.0 billion outstanding, respectively, under the DDTL 1.0 Facility.

Current wording

As of June 30, 2025 and December 31, 2024, we had $1.8 billion and $2.0 billion outstanding, respectively, under the DDTL 1.0 Facility.

Previous wording

As of March 31, 2025 and December 31, 2024, we had borrowed $4.4 billion and $3.8 billion, respectively, against the DDTL 2.0 Facility and $3.2 billion and $3.8 billion, respectively, remained available for borrowing.

Current wording

As of June 30, 2025 and December 31, 2024, we had borrowed $5.0 billion and $3.8 billion, respectively, against the DDTL 2.0 Facility and $2.6 billion and $3.8 billion, respectively, remained available for borrowing.

Previous wording

On December 16, 2024, we entered into a credit agreement providing for a $1.0 billion term loan facility (the "2024 Term Loan Facility") consisting of (i) a $229 million secured facility and (ii) a $771 million unsecured facility, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the guarantors party thereto, and the lenders party thereto. On December 16, 2024, we borrowed the full $1.0 billion of loans available under the 2024 Term Loan Facility. Our 2024 Term Loan Facility may be increased by $500 million pursuant to the exercise of an uncommitted accordion feature. The proceeds of our 2024 Term Loan Facility may be used for working capital and general corporate purposes (including the financing of acquisitions and investments). In connection with the IPO, the maturity date of the 2024 Term Loan Facility was accelerated and became due on April 14, 2025. As of March 31, 2025, $1.0 billion was outstanding under our 2024 Term Loan Facility.

Current wording

On December 16, 2024, we entered into a credit agreement providing for a $1.0 billion term loan facility (the "2024 Term Loan Facility") consisting of (i) a $229 million secured facility and (ii) a $771 million unsecured facility, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the guarantors party thereto, and the lenders party thereto. On December 16, 2024, we borrowed the full $1.0 billion of loans available under the 2024 Term Loan Facility. Our 2024 Term Loan Facility may be increased by $500 million pursuant to the exercise of an uncommitted accordion feature. The proceeds of our 2024 Term Loan Facility may be used for working capital and general corporate purposes (including the financing of acquisitions and investments). In connection with the IPO, the maturity date of the 2024 Term Loan Facility was accelerated and became due on April 14, 2025. On April 11, 2025, with a portion of the proceeds received from our IPO, we paid an aggregate principal amount of $1.0 billion to repay in full all outstanding obligations under our 2024 Term Loan Facility.

Previous wording

Net cash provided by operating activities was $61 million for the three months ended March 31, 2025 as compared to $2.0 billion for the three months ended March 31, 2024. The decrease was driven by fewer committed contracts from new customer contracts involving upfront payments, as well as an increase in accounts receivable. The decrease was partially offset by higher accounts payable and accrued expenses due to the growth of our business and timing of accrual payments.

Current wording

Net cash provided by (used in) operating activities was $(190) million for the six months ended June 30, 2025 as compared to net cash provided by operating activities of $1.9 billion for the six months ended June 30, 2024. The decrease was driven by an increase in accounts receivable, decrease in accounts payable and accrued expenses, and fewer committed contracts from new customer contracts involving upfront payments.

Previous wording

Net cash used in investing activities was approximately $1.4 billion for the three months ended March 31, 2025, as compared to $1.8 billion for the three months ended March 31, 2024. The decrease was driven by an increase of the unpaid portion of capital investments in our infrastructure, including our graphics processing unit ("GPU") fleet, networking equipment, and software development.

Current wording

Net cash used in investing activities was $3.9 billion for the six months ended June 30, 2025, as compared to $4.0 billion for the six months ended June 30, 2024. The decrease was driven by relatively lower capital investments in our infrastructure, including our GPU fleet, networking equipment, servers, switches and other necessary equipment for infrastructure asset security compared to the six months ended June 30, 2024.

Previous wording

Net cash provided by financing activities was $1.9 billion for the three months ended March 31, 2025, as compared to $919 million for the three months ended March 31, 2024. The increase was driven by proceeds from our IPO and issuances of debt, partially offset by payments on debt.

Current wording

Net cash provided by financing activities was $4.1 billion for the six months ended June 30, 2025, as compared to $2.9 billion for the six months ended June 30, 2024. The increase was driven by the issuance of debt and proceeds from our initial public offering. The increase was partially offset by higher payments on long-term debt.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Cost of revenue for the six months ended June 30, 2025 increased by $407 million, or 242%, compared to the six months ended June 30, 2024. 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 successful deployment of new and expanded data centers, which resulted in an increase in rent expense of approximately $234 million, an increase in data center utilities and power spend of approximately $106 million. The increase is also attributable to an increase in depreciation and amortization related to power installation and distribution systems of approximately $26 million, and an increase in personnel costs of approximately $24 million, which includes headcount growth of employees directly associated with data centers and $5 million related to stock-based compensation expense.

Current report — wording carried from elsewhere

General and administrative expense for the six months ended June 30, 2025 increased by $312 million, or 832%, compared to the six months ended June 30, 2024. This increase was primarily attributable to an increase of approximately $237 million in personnel-related expenses, which includes headcount growth to support our expanding operations and $201 million related to stock-based compensation expense. Professional services expenses also increased by approximately $79 million, primarily from accounting, tax, legal, and advisory services necessary to support our growth and public company compliance activities.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Upon the IPO, 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, for awards with a liquidity-event performance-based vesting condition which was satisfied at IPO and for which the service-based vesting condition had also been satisfied as of that date.

Previous report — wording carried elsewhere

On April 11, 2025, with a portion of the proceeds received from our IPO, we paid an aggregate principal amount of $1.0 billion to repay in full all outstanding obligations under our 2024 Term Loan Facility.