CoreWeave, Inc.

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 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.

Beginning in the second quarter of 2026, the Company elected to present its current and non-current debt as recourse and non-recourse and also reclassified the respective balances as of December 31, 2025 to conform to the current period's presentation in the condensed consolidated balance sheets. The reclassification had no impact on the Company's previously reported total current liabilities or total liabilities as of December 31, 2025.

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 atwenty-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

There have been no material changes to the Company's significant accounting policies as discussed in"Note 1—Overview and Summary of Significant Accounting Policies" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Research and Development

Research and development costs were $117 million and $80 million for the three months ended June 30, 2026 and 2025, respectively, and $221 million and $150 million for the six months ended June 30, 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 inone operating segment and, therefore, hasone 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 by 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 June 30, 2026 and 2025, and 98% of total revenue for the six months ended June 30, 2026 and 2025.

Significant Customers

The following customers accounted for 10% or more of the Company's revenue for the periods presented:

• 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.

Customers A and B accounted for 32% and 32%, of accounts receivable, net, respectively, as of June 30, 2026. Customers 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 June 30, 2026 and December 31, 2025, was $9.7 billion and $8.2 billion, respectively. For the six months ended June 30, 2026 and 2025, revenue recognized from deferred revenue at the beginning of the period was $554 million and $603 million, respectively. Contract assets, including current and non-current balances, as of June 30, 2026 were $179 million. Contract assets, including current and non-current balances, as of December 31, 2025 werenot material.

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 June 30, 2026, the Company had $103.7 billion of unsatisfied RPO, of which 41% was expected to be recognized over the initial 24 months ending June 30, 2028,39% between months 25 and 48, and the remaining balance recognized between months 49 and 78.

3. Investments and Fair Value Measurements

Marketable Securities

For the three months and six months ended June 30, 2026 and 2025, the realized or unrealized gains or losses related to the Company's debt securities were not material. As of June 30, 2026 and December 31, 2025, there was 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 June 30, 2026.

Unconsolidated Variable Interest Entities

During the six months ended June 30, 2026, the Company committed to invest up to $1.7 billion, which includes incremental funding commitments of approximately $500 million during the three months ended June 30, 2026, to acquire equity interests intwo 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 June 30, 2026, the Company was not the primary beneficiary of these VIEs and did not consolidate them, as it lacked the power to direct the activities that most significantly impact the VIEs' economic performance. The Company's maximum exposure to loss related to these joint ventures is limited to its total funding commitments of $1.7 billion as of June 30, 2026. The carrying value of the Company's investment in these VIEs was $479 million as of June 30, 2026, of which $221 million is accounted for as an equity method investment and is included in other non-current assets on the condensed consolidated balance sheets.

Unconsolidated Joint Venture

Additionally, in June 2025, the Company entered into a joint venture (the "JV") that is a VIE, 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, for which the Company contributed net assets worth $57 million. As of June 30, 2026, the Company's ownership interest was 35%. 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 lacks 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 and is included in other non-current assets on the condensed consolidated balance sheets. During the six months ended June 30, 2026, the Company made additional capital contributions to the JV, and incurred equity method losses. The carrying value of the Company's investment in the JV was $44 million and $51 million as of June 30, 2026 and December 31, 2025, respectively.

The Company also entered into a data center lease agreement with the JV in June 2025 which will commence upon completion of construction. Once commenced, the lease will have an initial lease term of 15 years with base rent payments that are based on a percentage of construction costs incurred. Additionally, in November 2025, the Company entered into a ground lease with the unconsolidated joint venture covering a separate parcel for a potential future development. Refer to Note 8—Leases for additional information on the ground lease.

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 $37 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 June 30, 2026, the Company estimated that the maximum funding exposure to fund construction and development costs is up to $160 million.

Financial Instruments Measured at Fair Value

The Company measures certain financial assets and liabilities at fair value 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.

Financial Instruments Measured at Fair Value on a Recurring Basis

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):

Financial Instruments Measured at Fair Value on a Non-recurring Basis

Our strategic investments primarily consist of non-marketable equity securities accounted for under the measurement alternative, which are investments in privately-held companies without readily determinable market values and classified within Level 3 of the fair value hierarchy. The carrying value of these non-marketable equity securities is adjusted upward or downward to fair value upon observable transactions for identical or similar investments of the same issuer or impairment. As of June 30, 2026 and December 31, 2025, the carrying value of our non-marketable equity securities accounted for under measurement alternative were $315 million and $117 million respectively, and is included in other non-current assets in our consolidated balance sheets.

Derivative Instruments

The notional amounts of the Company's outstanding derivative instruments were as follows (in millions):

Gains (losses) associated with derivative instruments were as follows (in millions):

In June 2026, the Company entered into a cross currency interest rate swap with a notional amount of €2.0 billion that matures in 2032. The swap is designated as a fair value hedge of 2032 EUR Senior Notes (as defined in Note 10—Debt) to hedge changes in the fair value of the 2032 EUR Senior Notes attributable to changes in the spot exchange rate. Changes in the fair value of the swap attributable to spot exchange rate changes are recorded in foreign exchange gain or loss within other income (expense) and offset the currency exchange remeasurement gain or loss on the €2.0 billion senior notes. Changes in the fair value of the excluded component are recorded in accumulated other comprehensive income (loss) and are amortized over the life of the swap.

For the three and six months ended June 30, 2026 and 2025, gains and losses on the Company's power swaps, which are not designated as accounting hedges and are recognized in cost of revenue, were not material.

For the three and six months ended June 30, 2026 and 2025, the amount reclassified out of accumulated other comprehensive loss into earnings was not material. As of June 30, 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.

The Company's valuation of the warrant liabilities utilized the Black-Scholes option-pricing model that relied on the following significant inputs:

The following tables present summaries of the changes in the fair value on a recurring basis of the Company's Level 3 financial instruments for the periods presented (in millions):

Notes Receivable

Notes receivable are primarily related to the DCSP Financing Arrangements (as defined in Note 10—Debt) and are reported at their amortized cost basis. As of June 30, 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):

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.

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):

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):

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.

5. Property and Equipment, Net

Property and equipment, net, consisted of the following (in millions):

Depreciation and amortization on property and equipment was $1.4 billion and $553 million for the three months ended June 30, 2026 and 2025, respectively, and $2.5 billion and $996 million for the six months ended June 30, 2026 and 2025, respectively.

The Company capitalizes interest associated with the construction of data centers and purchases of related technology equipment. There was $79 million and $23 million of interest capitalized during the three months ended June 30, 2026 and 2025, respectively, and $176 million and $36 million of interest capitalized during the six months ended June 30, 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):

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):

(1) Includes customer relationships and trade names.

Amortization expenses for intangible assets were not material for the three months ended June 30, 2026 and 2025. Amortization expenses for intangible assets were $22 million for the six months ended June 30, 2026 andnot material for the six months ended June 30, 2025.

As of June 30, 2026, the expected future amortization expense related to intangible assets was as follows (in millions):

7. Condensed Consolidated Balance Sheets Components

Accrued Liabilities

Accrued liabilities consisted of the following (in millions):

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 ofone tofifteen years, often with multi-year renewal periods. Data center leases generally have an initial term from five tofifteen years, some of which include options to extend the leases for up toten years. The Company's equipment leases generally have an initial term oftwo years and include the option to purchase the asset. Additionally, the Company's ground 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.

The components of total lease cost related to leases for the periods presented were as follows (in millions):

Supplemental condensed consolidated balance sheet information related to leases were as follows (in millions):

Supplemental condensed consolidated cash flow and other information related to leases for the periods presented were as follows (in millions):

Information relating to the lease term and discount rate for leases were as follows:

The future lease payments included in the measurement of the Company’s operating lease liabilities and finance lease liabilities as of June 30, 2026, were as follows (in millions):

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 on this financing arrangement, including the right of setoff in accordance with ASC 210, Balance Sheet.

Leases Not Yet Commenced

As of June 30, 2026, the Company executed additional lease agreements, primarily for data centers, equipment, and office buildings, that had not yet commenced. The aggregate amount of estimated future undiscounted lease payments associated with such leases is $35.5 billion. These leases will commence between 2026 and 2029 with estimated lease terms ofseven tosixteen years. Not included in the preceding amount of estimated future undiscounted lease payments are the following lease arrangements, which include significant uncertainties regarding the amount of future lease payments.

As of June 30, 2026, the Company also had a lease agreement for various buildings located at a single site intended to be used as a data center. As of June 30, 2026,393 MW of electrical power remained undelivered at the site and was 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 of $14.7 billion over thesixteen 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. 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 June 30, 2026,355 MW of electrical power remains undelivered at these sites and are 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 June 30, 2026, the Company estimated that it would incur between $500 million and $1.2 billion to fulfill these commitments, with expenditures expected to be incurred in phases through 2028.

Unconsolidated Variable Interest Entities

The Company has entered into various leases with data center developers and operators that are VIEs. The Company lacks the power to direct the activities that most significantly impact these data center developers’ and operators’ economic performance and is not the primary beneficiary; therefore, the Company has not consolidated these VIEs within the condensed consolidated financial statements. Upon lease commencement the Company will make contractual rent payments based on construction costs incurred by the lessor. Additionally, the Company’s maximum exposure to loss under these leases consists of its prepayments of $108 million associated with these lease agreements as of June 30, 2026.

The Company also entered into an equipment lease with a group of special-purpose entities (the “Equipment Lessor”) sponsored by a third-party financial investor related to the mechanical, electrical, and plumbing infrastructure for a data center. The Equipment Lessor is a VIE and the Company obtains substantially all of the economic benefits of the leased equipment but lacks the power to direct the activities that most significantly impact the Equipment Lessor’s economic performance. Accordingly, the Company is not the primary beneficiary and does not consolidate the Equipment Lessor. The Company’s maximum exposure to loss under this lease consists of its committed payments, which total approximately $1.8 billion as of June 30, 2026 and are included within aggregate estimated future undiscounted lease payments, as disclosed in the Leases Not Yet Commenced section.

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 and data center 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. On February 10, 2026, two stockholder derivative actions were filed against certain of the Company’s current and former directors and officers 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 (collectively, the “New Jersey Derivative Actions”). On April 1, 2026, the U.S. District Court for the District of New Jersey consolidated the New Jersey Derivative Actions under the name In Re CoreWeave, Inc. S’holder Deriv. Litig. (the "Consolidated Derivative Action") and on May 21, 2026, the court approved a stay of further proceedings until final resolution of the Securities Action. On May 12, 2026, another stockholder derivative action was filed in the U.S. District Court for the District of Delaware (together with the Consolidated Derivative Action, the “Derivative Actions”). The Derivative Actions collectively assert claims purportedly on behalf of the Company against certain of the Company's current and former officers and directors and, as a nominal defendant, the Company, and seek unspecified damages based on substantially the same allegations as the Securities Action. The Company believes that the claims made in the Securities Action and the Derivative Actions 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 June 30, 2026 and December 31, 2025, the Company has not accrued any material potential loss.

10. Debt

The total debt obligations are as follows (dollars in millions):

(1) In June 2026, the Company entered into cross currency interest rate swaps designated as a fair value hedge, to hedge changes in the fair value on the 2032 EUR Senior Notes, attributable to changes in foreign currency exchange rate.

As of June 30, 2026, the Company's weighted-average interest rate on short-term debt instruments related to certain of the OEM Financing Arrangements was 9%.

Non-recourse debt represents debt facilities and financing arrangements entered into by certain of the Company’s subsidiaries for which recourse is limited to the assets of the applicable subsidiaries. CoreWeave, Inc., the ultimate parent company, is not otherwise liable for such debt, except in cases where the Company provides limited guarantees under which recourse may arise only upon specified events, such as actual fraud, willful misconduct, misappropriation of collateral, certain voluntary or consented bankruptcy actions, or other customary non-recourse carve-out obligations. These limited guarantees do not represent general guarantees of repayment of principal, interest or other ordinary debt service payments. Recourse debt represents debt facilities and financing arrangements that are either direct obligations of

CoreWeave, Inc. or obligations of certain of the Company’s subsidiaries that are unconditionally and irrevocably guaranteed by CoreWeave, Inc.

As of June 30, 2026, the future principal payments for the Company's total debt were as follows (in millions):

The total interest expense for the Company's debt obligations was as follows (in millions):

During the six months ended June 30, 2026, the Company entered into DDTL facilities and issued senior notes (each as defined in this Note 10—Debt) as follows (dollars in millions):

(1) DDTL Facility floating-rate commitments are subject to an interest rate per annum equal to, at the Company's option, either the SOFR or the alternative base rate plus a spread. For the DDTL 4.0 Facility, refer to the Delayed Draw Term Loans below for further details on interest rates.

(2) Amounts represent borrowing capacity for the DDTL Facilities and the principal amounts for the Senior Notes.

Delayed Draw Term Loans ("DDTL")

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. As of June 30, 2026, the facility has $1.4 billion of outstanding floating-rate loan and $1.5 billion of outstanding fixed-rate loan. 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 $151 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.

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. As of June 30, 2026 the assets of CCAC VIII securing the DDTL 4.0 Facility consisted of $3.3 billion of non-current assets, primarily consisting of property and equipment, net, and $155 million of current assets, primarily consisting of restricted cash and cash equivalents. 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.

In May 2026, one of the Company's subsidiaries, CoreWeave Financing DDTL V, LLC ("CFD V") entered into a delayed draw term loan facility agreement with various lenders and Morgan Stanley Senior Funding, Inc., as the administrative agent. The agreement provides a $3.1 billion delayed draw term loan facility (the “DDTL 5.0 Facility”) available in one or more draws through September 30, 2026, the commitment termination date. The principal amount of the DDTL 5.0 Facility is required to be repaid in monthly installments, beginning in November 2026, with the expected final payment due in May 2031. The Company is required to pay a fee of 0.50% per annum on the undrawn commitment. As of June 30, 2026, the Company had capitalized $25 million of debt discount and issuance costs associated with the DDTL 5.0 facility. Under the DDTL 5.0 Facility, the Company is required to enter into interest rate swap agreements within specified time periods following the closing date covering a notional amount of not less than 95% of the reasonably anticipated outstanding floating-rate loans until the maturity date.

The DDTL 5.0 Facility is constrained by the purchase price of assets for which the loans are being used to finance with such percentage based upon the depreciable cost of graphics processing unit servers. Borrowings under the DDTL 5.0 Facility are used to finance a portion of the purchase considerations, fees, and expenses relating to the acquisition of computing equipment. Obligations outstanding under the DDTL 5.0 Facility are secured by perfected first priority pledges of and security interests in (i) the equity interests of the respective subsidiaries held by its direct parent and (ii) substantially all of the assets of the respective subsidiaries.

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 of control of the Company, or with the proceeds of certain asset dispositions or incurrences of indebtedness.

Furthermore, all obligations under the DDTL 5.0 Facility are unconditionally guaranteed by the Company. They contain covenants that restrict the ability of the Company and/or the respective 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 carrying value of the fixed-rate borrowing under the DDTL 4.0 Facility approximates its estimated fair value, which was determined using a discounted cash flow method based on current market rates and is categorized as Level 3 in the fair value hierarchy. The carrying value of the variable-rate borrowings under the delayed draw term loans approximates fair value because the interest rates reset periodically to market rates.

As of June 30, 2026, the Company was in compliance with all covenants under its delayed draw term loan facility agreements.

In addition to DDTL 4.0, certain of the Company's debt facilities are entered into by bankruptcy-remote, special-purpose consolidated subsidiaries formed to hold the financed infrastructure and the related customer contracts. Certain assets of these consolidated entities may be used only to settle the obligations of those entities. As of June 30, 2026, the debt of these entities was secured by $18.2 billion of non-current assets, primarily consisting of property and equipment, net, and $2.6 billion of current assets primarily consisting of accounts receivable and restricted cash and cash equivalents, which is included in the Company’s condensed consolidated balance sheets. As of December 31, 2025, these balances were $12.7 billion and $1.8 billion, respectively.

Revolving Credit Facility

As of June 30, 2026 and December 31, 2025, the outstanding balances associated with letters of credit were $533 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"), with no change to the underlying lease terms or obligations. These letters of credit renew annually and expire on various dates through 2037.

In April 2026, the Company repaid the remaining balance under the Revolving Credit Facility that was previously outstanding. As of June 30, 2026, the Company hadno borrowings outstanding under the Revolving Credit Facility and had $2.0 billion of remaining capacity. 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 $4.8 billion and $3.8 billion as of June 30, 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 $347 million and $368 million as of June 30, 2026 and December 31, 2025, respectively.

Convertible Senior Notes

In April 2026, the Company issued $4.0 billion in aggregate principal amount of convertible senior notes due on October 1, 2032 (the "2032 Convertible Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").

The 2032 Convertible Senior Notes are convertible at an initial conversion rate of 8.3612 shares per $1,000 principal amount (equivalent to a conversion price of approximately $119.60 per share) into cash, shares of the Company's Class A common stock, or a combination thereof. Until July 1, 2032, the 2032 Convertible Senior Notes can only be converted upon satisfaction of certain market conditions or upon the occurrence of specific corporate events. After that date, the notes are freely convertible. The conversion rate is subject to standard anti-dilution adjustments throughout the life of the instrument.

Additionally, if the holders of the 2032 Convertible Senior Notes convert their notes in connection with a make-whole fundamental change or in connection with the exercise of the Company's option to redeem the 2032 Convertible Senior Notes, the conversion rate may be adjusted to compensate for the lost time value of money. The Company may not redeem the 2032 Convertible Senior Notes prior to October 8, 2029. On or after that date, the Company may redeem all or any portion of the outstanding 2032 Convertible Senior Notes for cash if the Company's Class A common stock price exceeds 130% of the conversion price for any 20 trading days within a 30 consecutive trading day period.

The 2032 Convertible Senior Notes are accounted for as a single liability measured at its amortized cost, as the conversion features do not require bifurcation and recognition as derivatives. In conjunction with the issuance of the 2032 Convertible Senior Notes, the Company capitalized $70 million in debt discount and issuance costs.

A portion of the proceeds from the 2032 Convertible Senior Notes was used to fund the cost of entering into capped call transactions, described below. The Company expects to use the remainder of the proceeds for general corporate purposes. The 2032 Convertible Senior Notes are unsecured obligations and bear interest payable semi-annually in arrears and include customary terms and covenants, including certain events of default, after which the notes may be due and payable immediately at a price set forth in the indenture.

As of June 30, 2026, the total estimated fair value of the 2031 Convertible Notes and 2032 Convertible Senior Notes was $7.5 billion, which was based on observable market prices of identical instruments in less active markets and is categorized as Level 2 in the fair value hierarchy.

Capped Call Transactions

In conjunction with the issuance of the 2032 Convertible Senior Notes, the Company entered into separately negotiated capped call transactions (the "Capped Calls") with certain financial institutions at a total cost of $492 million. The Capped Calls are expected generally to reduce potential dilution of the Company's Class A common stock upon any conversion of the 2032 Convertible Senior Notes and offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2032 Convertible Senior Notes, as the case may be, with such reduction and offset subject to a cap.

The Capped Calls have an initial strike price of $119.60 per share, which corresponds to the initial conversion price of the 2032 Convertible Senior Notes, and have an initial cap price of $230.00 per share, both subject to certain adjustments. The Capped Calls qualify for a derivative scope exception for instruments that are both indexed to an entity's own stock; therefore they are recorded in stockholders' equity as a reduction of additional paid-in capital on the condensed consolidated balance sheets and will not be subsequently remeasured.

Senior Notes

In April 2026, the Company issued $2.8 billion in aggregate principal amount of senior notes due on October 1, 2031 (the "20319.75% Senior Notes") in private placement offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act. In conjunction with the issuance of the 20319.75% Senior Notes, the Company capitalized $27 million in debt discount and issuance costs.

In June 2026, the Company issued $1.3 billion in aggregate principal amount of senior notes due on July 15, 2032 (the "20329.625% Senior Notes") in private placement offerings to qualified institutional buyers pursuant to the Securities Act. In conjunction with the issuance of the 20329.625% Senior Notes, the Company capitalized $20 million in debt discount and issuance costs.

Additionally, in June 2026, the Company issued €2.0 billion in aggregate principal amount of senior notes due on July 15, 2032 (the "2032 EUR Senior Notes") in a private placement offering to qualified institutional buyers pursuant to the Securities Act. In conjunction with the issuance of the 2032 EUR Senior Notes, the Company capitalized $41 million in debt discount and issuance costs.

The proceeds from the issuance of the 20319.75% Senior Notes, 20329.625% Senior Notes and 2032 EUR Senior Notes were retained for general corporate purposes. The Senior Notes are unsecured obligations and bear interest payable semi-annually in arrears. The Company may redeem all or a portion of the Senior Notes at any time prior to their maturity at a redemption price set forth in the respective indentures. The senior notes include customary terms and covenants, including certain events of default, after which the Senior Notes may be due and payable immediately at a price set forth in the indentures.

As of June 30, 2026, the total estimated fair value of the 2030 Senior Notes, 20319.00% Senior Notes, 20319.75% Senior Notes, 2032 EUR Senior Notes, and the 20329.625% Senior Notes was $10.0 billion, which was based on observable market prices of identical instruments in less active markets and was categorized as Level 2 in the fair value hierarchy.

Magnetar Loan

In June 2026, the Company paid $100 million to MagAI Ventures in partial settlement of amounts outstanding under the MagAI Capacity Agreement, as amended. The payment reduced the carrying amount of the debt obligation. The remaining obligation as of June 30, 2026 was $189 million, consisting of the unused refundable deposit amount, together with accrued redemption premiums through the reporting date. The Company recognized accretion of the redemption premium as interest expense, net, in the condensed consolidated statements of operations and comprehensive loss for the period.

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 ofseven 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 June 30, 2026 and 2025. For the six months ended June 30, 2026 and 2025, the amortization expense related to finance lease right-of-use assets was not material.

As of June 30, 2026, the future contractual principal payments under the financing obligation and finance lease due to the DCSP were as follows (in millions):

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 June 30, 2026, the gross amount of the DCSP Note Receivable was $302 million, which is presented net of the financing obligation and finance lease of $230 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 and finance lease of $234 million. For the three months ended June 30, 2026 and 2025, and the six months ended June 30, 2025, interest income recognized in other income (expense), net, in the condensed consolidated statements of operations and comprehensive loss was not material. For the six months ended June 30, 2026, interest income recognized in other income (expense), net, in the condensed consolidated statements of operations and comprehensive loss was $20 million. The total interest expense related to the financing obligation and finance lease associated with this arrangement for the three months ended June 30, 2026 and 2025, and the six months ended June 30, 2025 was not material. The total interest expense related to the financing obligation and finance lease associated with this arrangement for the six months ended June 30, 2026 was $16 million.

During the three months ended June 30, 2026, the Company reassessed the DCSP as a VIE following changes affecting the adequacy of the DCSP's equity investment at risk. The Company concluded that it was not the primary beneficiary of the DCSP because it lacked the power to direct the activities that most significantly impact the DCSP's economic performance. Accordingly, the Company did not consolidate the DCSP. The Company's maximum exposure to loss related to the DCSP consists of the carrying amount of the DCSP Note Receivable and the Company's commitment to fund the remaining completion work at the data center. This funding commitment is not subject to a contractual cap; however, the Company estimates the remaining funding obligation to be not material. Amounts funded under this commitment are recoverable from the DCSP only through contingent, unsecured reimbursement rights.

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 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 June 30, 2026 and 2025, the Company paidno dividends. For the six months ended June 30, 2026 and 2025, the Company paidno cash dividends and $29 million, respectively.

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 June 30, 2026, there wereno shares of preferred stock issued and outstanding.

Common Stock

As of June 30, 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 June 30, 2026 and December 31, 2025, there wereno 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 June 30, 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 toone vote per share. Prior to the completion of the Company's IPO, holders of Class B common stock were entitled toone vote per share. Upon the completion of the IPO, holders of Class B common stock are entitled toten 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 haveno voting rights.

Private Placements

In January 2026, the Company entered into a securities purchase agreement for a private placement of approximately 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.

In April 2026, the Company issued approximately 9 million shares of its Class A common stock in a private placement at a price of $109.00 per share, for aggregate gross proceeds of $1.0 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.

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 six months ended June 30, 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"). 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 Equity Incentive Plan (the "2025 Plan") as defined below, the Company ceased granting awards under the 2019 Plan. Following the effective date of the 2025 Plan in connection with the IPO, 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.

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 June 30, 2026,63 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 athree-year orfour-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 afterten 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.

Stock Options

The following table summarizes stock option activity under the 2019 Plan (share data and aggregate intrinsic value in millions):

The table above does not include the 0.4 million shares subject to options issued in connection with the 2021 Convertible Senior Secured Notes. The option was exercised in March 2026, and the shares were issued in April 2026. Refer to Note 14—Related-Party Transactions for additional information.

The Company didnot grant any stock options during the six months ended June 30, 2026 and 2025.

The aggregate grant date fair value of stock options that vested during the six months ended June 30, 2026 and 2025 were $16 million and $18 million, respectively.

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2026 and 2025 was $866 million and $170 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 June 30, 2026 and December 31, 2025, the amount withheld on behalf of employees for future purchases under the ESPP was not material. Stock-based compensation expense during the three and six months ended June 30, 2026 and June 30, 2025 and unrecognized stock-based compensation expense as of June 30, 2026 and June 30, 2025 related to the 2025 ESPP werenot material.

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):

Restricted Stock Awards

During the six months ended June 30, 2026 and 2025, the Company granted 0.1 million and 2 million RSAs, respectively, in connection with its acquisitions. RSAs typically vest over afour-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 six months ended June 30, 2026 was $20 million, compared tonot material for the six months ended June 30, 2025. As of June 30, 2026 and December 31, 2025, approximately 2 million RSAs remained unvested. Refer to Note 4—Business Combinations for additional information.

Stock-Based Compensation Expense

As of June 30, 2026, unrecognized stock-based compensation expense related to unvested stock options was $32 million, which is expected to be recognized over a weighted-average period ofone year.

As of June 30, 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 ofthree 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):

(1) Stock-based compensation expense was net of capitalized costs related to the development of internal-use software and construction of data centers of $20 million and $12 million during the three months ended June 30, 2026 and 2025, respectively, and $35 million and $31 million during the six months ended June 30, 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 six months ended June 30, 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 (11)% and (20)% for the three months ended June 30, 2026 and 2025, respectively, and (12)% and (18)% for the six months ended June 30, 2026 and 2025, respectively.

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 change 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.

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):

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):

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 was exercisable until theone-year anniversary of the IPO. This option was exercised by Magnetar in March 2026, and the shares were issued in April 2026.

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. Additionally, in November 2025, the Company entered into a ground lease with the unconsolidated joint venture covering a separate parcel. Refer to Note 3—Investments and Fair Value Measurements for additional information on unconsolidated joint venture and Note 8—Leases for additional information on leases. These agreements are deemed to be priced at market terms as they were negotiated as part of arm's-length negotiations with the other investor in the JV. During the six months ended June 30, 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.

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):

The Company's long-lived assets are attributed to a country based on the physical location of the assets. The Company 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 June 30, 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 August 2026, one of the Company's indirect subsidiaries, CoreWeave Financing DDTL V-V, LLC entered into a delayed draw term loan facility agreement with various lenders and JPMorgan Chase Bank, N.A., as the administrative agent. The agreement provides a $2.6 billion delayed draw term loan facility (the “DDTL 5.5 Facility”) available in one or more draws through the commitment termination date in December 2026. Interest on outstanding borrowings on the DDTL 5.5 Facility accrues for SOFR loans at an interest rate per annum equal to the Term SOFR plus an applicable margin of 5.5% or for base rate loans at the applicable base rate plus 4.5% per annum, at the Company's election. The DDTL 5.5 Facility matures in September 2031. Subsequent to the closing, the Company has drawn $1.2 billion.

In August 2026, the Company made a $1.2 billion draw down on the Revolving Credit Facility.