CoreWeave, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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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.
Sep 30, 2025 · Filed Nov 13, 2025
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Item 5. Other Information
(a)Item 1.01. Entry into a Material Definitive Agreement
On November 10, 2025, we, as the borrower, and our subsidiaries, CoreWeave Cash Management LLC, CoreWeave Debt Holdco I, LLC and Weights and Biases, LLC, as the guarantors, entered into the Amendment No. 4 (the “Fourth Amendment”) to the Revolving Credit and Guaranty Agreement with JPMorgan Chase Bank, N.A., as administrative agent and as a lender, and the other lenders party thereto (as amended, the “Amended Credit Agreement”). The Fourth Amendment (i) increases the aggregate amount available under our revolving credit facility from $1.5 billion to $2.5 billion, (ii) increases the amount available under our letters of credit facility from $350.0 million to $600.0 million, and (iii) extends the maturity of the revolving credit facility to November 10, 2029. In addition, the Fourth Amendment contains revisions to certain other terms. Other than as described above, the loans and the obligations of the parties under the Amended Credit Agreement remain unchanged.
The foregoing summary of the Fourth Amendment is qualified in its entirety by reference to the terms of the Fourth Amendment, which is attached hereto as Exhibit 10.7 and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement
Termination of Director Nomination Agreement
As previously disclosed, we entered into a letter agreement (the “Director Nomination Agreement”), dated May 20, 2024, with funds or accounts managed or advised by Magnetar Financial LLC (the “Magnetar DNL Parties”), pursuant to which, and in accordance with the terms therein, the Magnetar DNL Parties had the collective right to nominate one individual for consideration to serve as a member of our board of directors (the “Nomination Rights”). On November 6, 2025, we entered into a letter agreement with the Magnetar DNL Parties, pursuant to which we and the Magnetar DNL Parties agreed to terminate the Director Nomination Agreement, including the Magnetar DNL Parties’ Nomination Rights thereunder. Certain funds or accounts managed by Magnetar Financial LLC beneficially own more than 5% of our outstanding capital stock.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information described above under Item 1.01 is incorporated into this Item 2.03 by reference.
(b) Not applicable.
(c) Director and Officer Trading Arrangements
During the three months ended September 30, 2025, other than as described below, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted, modified orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K (each, a "Rule 10b5-1 Plan").
On August 27, 2025, Nitin Agrawal, our Chief Financial Officer, entered into a Rule 10b5-1 Plan (the "Agrawal Plan") providing for the potential sale of up to 535,022 shares of our Class A common stock to be received by Mr. Agrawal upon the vesting and settlement of RSUs, so long as the market price of our Class A common stock satisfies certain threshold prices specified in the Agrawal Plan, between an estimated start date of April 8, 2026 and March 31, 2027, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the Agrawal Plan or the occurrence of certain events set forth therein. As noted above, among other securities, the Agrawal Plan provides for the sale of shares of our Class A common stock to be received upon the future vesting and settlement of certain outstanding RSUs, net of any shares sold to satisfy applicable tax obligations. The number of shares to be sold, and therefore the exact number of shares to be sold pursuant to the Agrawal Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be sold upon future vesting events.
On September 2, 2025, Brannin McBee, our Chief Development Officer, entered into a Rule 10b5-1 Plan (the "McBee Plan") providing for the potential sale of up to (a)2,468,000 shares of our Class A Common Stock issuable upon the conversion of shares of our Class B common stock directly held by Mr. McBee, (b)600,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Brannin J. McBee
2022 Irrevocable Trust, of which Mr. McBee's spouse and minor child are beneficiaries and for which Mr. McBee's spouse is trustee, (c)72,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Major 2024 Irrevocable Trust, of which Mr. McBee and his minor child are beneficiaries, (d)12,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Major SM Trust, an irrevocable trust with a third-party trustee, of which Mr. McBee’s minor child is beneficiary, (e)24,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Major 2025 Family Trust LLC, of which Mr. McBee serves as manager, (f)24,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Minor 2025 Family Trust LLC, of which Mr. McBee serves as manager, (g)600,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Major 2025 GRAT, of which Mr. McBee is the sole trustee and beneficiary, and (h)200,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock directly held by the Canis Minor 2025 GRAT, of which Mr. McBee’s spouse is the sole trustee and beneficiary, so long as the market price of our Class A common stock satisfies certain threshold prices specified in the McBee Plan, between an estimated start date of December 2, 2025 and February 19, 2026, or earlier, upon the completion of all transactions subject to the trading arrangements specified in the McBee Plan or the occurrence of certain events set forth therein.
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