CoreWeave, Inc.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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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.
Mar 31, 2026 · Filed May 8, 2026
CRWV$46.40+6.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001769628-25-000062
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001769628-26-000222
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 97 current paragraphs.
30 unchanged; 30 reworded; 36 added; 57 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (36)
Current report
CoreWeave is The Essential Cloud for AITM purpose-built to accelerate breakthroughs by artificial intelligence ("AI") pioneers, from leading research labs to enterprises fueling business growth. We deliver a comprehensive, tightly integrated platform of advanced infrastructure and proprietary software that enables our customers to build and run AI systems continuously, reliably, and at scale. CoreWeave is trusted by some of the world's leading AI labs and enterprises.
Current report
Our CoreWeave Cloud Platform includes:
Current report
•Networking Backbone. Our network backbone supports the bandwidth and connectivity that our customers need to move large-scale distributed AI workloads.
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•Foundational Infrastructure. Our purpose-built foundational infrastructure maximizes performance with first-to-market Graphics Processing Unit ("GPU") clusters, ultra-high density, and high-speed interconnects, supporting complex AI workloads while improving efficiency and lowering total cost of ownership.
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•Data and Storage. CoreWeave's purpose-built storage combines exascale, AI-optimized object and file storage with GPU-local caching and Local Tier Acceleration (LOTA™) to deliver high-throughput data access, cross-cloud reach, and predictable economics for training and inference.
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•Infrastructure Control. Our integrated AI-native orchestration and bare-metal control deliver the reliability, flexibility, and efficiency required to run complex AI workloads at scale, and matched with the right AI services.
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•CoreWeave Mission Control TM. CoreWeave Mission Control integrates security, observability, and services—including node, rack, and fleet lifecycle management—to enable intelligent, unified orchestration from foundational infrastructure to agent development.
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•Runtime Acceleration. CoreWeave delivers platform services that accelerate training and inference by reducing startup latency, improving throughput, and increasing utilization at runtime—removing friction across scheduling, environment readiness, and execution so jobs reach steady-state performance faster and run more efficiently at scale.
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•Model and Agent Development. CoreWeave provides the developer tools and integrations teams use to build, evaluate, deploy, and monitor models and agents, with experiment tracking, governance and guardrails, and workflow integrations that speed iteration from prototype to production.
Current report
We do not expect to incur additional gain (loss) on fair value adjustments as these instruments have either been settled or no longer require fair value measurement at the end of each reporting period.
Current report
Other Income (Expense), Net
Current report
Provision for Income Taxes
Current report
General and administrative expense for the three months ended March 31, 2026 decreased by $11 million, or 6%, compared to the three months ended March 31, 2025. This decrease was primarily attributable to a decrease of approximately $26 million in personnel costs, including stock-based compensation, primarily related to RSUs with a performance condition that was satisfied upon our IPO in the three months ended March 31, 2025.
Current report
Other Income (Expense), Net
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Provision for Income Taxes
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Provision for income taxes for the three months ended March 31, 2026 changed unfavorably by $38 million compared to the three months ended March 31, 2025.
Current report
The increase in tax provision for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, is primarily due to an increase in losses before income taxes and the inability to record a tax benefit from deferred tax assets generated.
Current report
Capital Investments
Current report
Our capital investments in property and equipment consist primarily of technology and infrastructure, which consist of our investments in servers and network equipment for computing, storage, and networking requirements that collectively enable the development and deployment of AI models. We fund these capital investments through a mix of debt and equity securities issuances, delayed draw term loan facilities, OEM financing arrangements, and cash from our balance sheet. We expect capital investments will continue to be financed through a similar mix of debt and equity securities issuances, delayed draw term loan facilities, OEM financing arrangements, and cash from our balance sheet.
Current report
During the three months ended March 31, 2026 and 2025, cash paid for property and equipment was $7.7 billion and $1.4 billion, respectively. We expect to increase, relative to 2025, our investment in our technology and infrastructure, including servers, network equipment, and data center related expenses, to support the growth of our business and our long-term initiatives.
Current report
Contractual Obligations
Current report
Our significant contractual obligations as of March 31, 2026 consisted of:
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•our Notes and other borrowings that are included in our condensed consolidated balance sheet and the related periodic interest payments;
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•lease liabilities that are included in our condensed consolidated balance sheet;
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•lease commitments that have not yet commenced and commitments related to our unconsolidated variable interest entities and joint ventures, which were not included in our condensed consolidated balance sheet; and
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•other contractual commitments associated with agreements that are enforceable and legally binding, such as routine commitments for the purchase of goods or services entered into in the ordinary course of business including the purchase of technology equipment and enterprise software and service arrangements.
Current report
Equity Financing
Current report
In January 2026, we entered into a securities purchase agreement with NVIDIA Corporation for a private placement of approximately 23 million shares of our Class A common stock at a purchase price of $87.20 per share, for aggregate gross proceeds of $2.0 billion. The par value of the shares issued was recorded to Class A common stock, with the remainder recorded to additional paid-in capital.
Current report
Debt Financing
Current report
As of March 31, 2026, we had $11.8 billion outstanding under our delayed draw term loan facilities. These delayed draw term loan facilities are collateralized with the assets underlying the contributed contracts and the pledged contractual cash flows, generally from investment grade counterparties. They are drawn as we build infrastructure to support customer requirements, and amortize over time as contracted cash flows are generated in a regular and predictable manner, with excess cash made available to us.
Current report
As of March 31, 2026, we had $6.4 billion aggregate outstanding principal amount of Notes composed of the following:
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•$2.0 billion aggregate principal amount of 2030 Senior Notes;
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•$1.8 billion aggregate principal amount of 2031 Senior Notes;
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•$2.6 billion aggregate principal amount of 2031 Convertible Senior Notes.
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We have also entered into various agreements with original equipment manufacturers and a software license vendor, (the "OEM and Software License Financing Arrangements"), pursuant to which we obtained financing for certain equipment and software license.
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Additionally, we had $686 million available capacity under our $2.5 billion Revolving Credit Facility as of March 31, 2026.
Removed paragraphs (57)
Previous report
CoreWeave powers the creation and delivery of the intelligence that drives innovation.
Previous report
Our CoreWeave Cloud Platform consists of our proprietary software and cloud services that deliver the software and software intelligence needed to manage complex AI infrastructure at scale. Our platform supports the development and use of ground-breaking models and the delivery of the next generation of AI applications that are changing the way we live and work across the globe—our platform is trusted by some of the world's leading AI labs and AI enterprises.
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Recent Developments
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Initial Public Offering
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Business Combinations
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On May 5, 2025, we acquired all of the outstanding equity interests of Weights and Biases, Inc., an AI developer platform. The aggregate purchase consideration was $1.0 billion in cash, stock, and fair value replacement of restricted stock units. Refer to Note 4—Business Combination to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
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On July 7, 2025, we entered into a definitive agreement (the “Core Scientific Merger Agreement”) to acquire Core Scientific, Inc. ("Core Scientific"), a leading data center infrastructure provider, in an all-stock transaction (the "Core Scientific Acquisition"). On October 30, 2025, Core Scientific held a special meeting of stockholders (the “Special Meeting”) to consider a proposal (the “Merger Agreement Proposal”) to adopt the Core Scientific Merger Agreement. At the Special Meeting, the requisite Core Scientific stockholders did not approve the Merger Agreement Proposal. As a result, on October 30, 2025, pursuant to and in accordance with the Core Scientific Merger Agreement, Core Scientific terminated the Core Scientific Merger Agreement, effective immediately.
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Other Income, Net
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Provision for (benefit from) Income Taxes
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Note: Totals may not sum due to rounding.
Previous report
Technology and infrastructure expense for the nine months ended September 30, 2025 increased by $1.4 billion, or 253%, compared to the nine months ended September 30, 2024. This increase was primarily attributable to an increase in depreciation and amortization of approximately $1.1 billion, from $491 million for the nine months ended September 30, 2024, to $1.6 billion for the nine months ended September 30, 2025. These increases in depreciation and amortization were related to investments in our platform and servers, switches, and other networking equipment fixed assets within our technology infrastructure, as well as an increase of approximately $248 million of personnel costs, of which $148 million related to stock-based compensation expense.
Previous report
Sales and marketing expense for the nine months ended September 30, 2025 increased by $79 million, or 620%, compared to the nine months ended September 30, 2024. This increase was primarily attributable to an increase of approximately $37 million in personnel costs, of which $19 million related to stock-based compensation expense, and an increase of $29 million of advertising and sponsorship expenses.
Previous report
General and administrative expense for the three months ended September 30, 2025 increased by $118 million, or 352%, compared to the three months ended September 30, 2024. This increase was primarily attributable to an increase of approximately $97 million in personnel-related expenses, which includes headcount growth to support our expanding operations and $74 million related to stock-based compensation expense. Professional services expenses also increased by approximately $25 million, primarily from accounting, tax, legal, and advisory services necessary to support our growth, acquisitions and public company compliance activities.
Previous report
General and administrative expense for the nine months ended September 30, 2025 increased by $430 million, or 605%, compared to the nine months ended September 30, 2024. This increase was primarily attributable to an increase of approximately $333 million in personnel-related expenses, which includes headcount growth to support our expanding operations and $275 million related to stock-based compensation expense. Professional services expenses also increased by approximately $104 million, primarily from accounting, tax, legal, and advisory services necessary to support our growth, acquisitions, and public company compliance activities.
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Other income, net
Previous report
Other income, net for the nine months ended September 30, 2025 changed unfavorably by $11 million, or 33%, compared to the nine months ended September 30, 2024. This change was attributable to unfavorable foreign exchange losses of approximately $51 million, partially offset by an increase of $23 million from net unrealized gains on fair value adjustment related to our strategic investments and an increase in interest and investment income of approximately $22 million.
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Provision for (benefit from) Income Taxes
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Provision for (benefit from) income taxes for the three months ended September 30, 2025 changed favorably by $168 million compared to the three months ended September 30, 2024. Provision for (benefit from) income taxes for the nine months ended September 30, 2025 changed favorably by $130 million compared to the nine months ended September 30, 2024.
Previous report
We recorded income tax expense in the three and nine months ended September 30, 2024 despite experiencing pre-tax losses in part due to nondeductible losses on fair value adjustments and projected limitations on our ability to realize certain tax benefits, which resulted in our continuing to maintain a full valuation allowance on its U.S. deferred tax assets. The benefit from the period-over-period income taxes is primarily to do with the OBBBA, enacted on July 4, 2025, allowing the deduction of business interest expense that was previously limited under prior U.S. tax law, coupled with a smaller increase in our deferred tax assets, on which there is a full valuation allowance.
Previous report
Revolving Credit Facility
Previous report
On June 21, 2024, we entered into the Revolving Credit Facility with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the guarantors party thereto, and the lenders and issuing banks party thereto (as amended, the "Revolving Credit Facility"). The Revolving Credit Facility matures on June 21, 2027. On October 7, 2024, the credit agreement was amended to provide for a $650 million senior revolving credit facility consisting of (i) a $500 million secured facility and (ii) a $150 million unsecured facility. On December 2, 2024, the Revolving Credit Facility was further amended to provide for the $650 million senior revolving credit facility to be fully secured. On May 2, 2025, the Revolving Credit Facility Agreement was further amended to increase the commitments thereunder to $1.5 billion, with a $350 million letter of credit sub-facility. Our Revolving Credit Facility may be increased by the sum of $500 million plus an unlimited amount that does not result in our total net leverage ratio exceeding 6.00x or our secured net leverage ratio exceeding 4.00x, pursuant to the exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The proceeds of our Revolving Credit Facility may be used for working capital and general corporate purposes (including the financing of acquisitions and investments). As of September 30, 2025, we had an outstanding balance of $700 million and had $800 million of remaining capacity on the Revolving Credit Facility. There was no outstanding balance associated with the letter of credit.
Previous report
Amounts borrowed under our Revolving Credit Facility are subject to an interest rate per annum equal to, at our option, either (a) for base rate loans, an applicable margin of 0.75% plus a base rate (subject to a 1.00% floor) determined by reference to the highest of (i) the prime rate, (ii) the greater of (a) the federal funds effective rate and (b) the overnight bank funding rate, in each case, plus 0.50%, and (iii) the one month term Secured Overnight Financing Rate ("SOFR") plus 1.00% or (b) for term benchmark loans, an applicable margin of 1.75% plus the term SOFR (subject to a 0.00% floor) for a one, three or six month interest period. We may voluntarily prepay outstanding loans under our Revolving Credit Facility at any time without premium or penalty, other than customary "breakage" costs.
Previous report
On November 10, 2025, we amended our Revolving Credit Facility to increase the capacity to $2.5 billion and to modify certain covenant metrics. The amendment also extended the maturity to November 2029. With the upsize of the Revolving Credit Facility, the letter of credit sub-facility increased to $600 million.
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Additional Secured Commitments
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Delayed Draw Term Loan Facility 1.0
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On July 30, 2023, one of our subsidiaries entered into a delayed draw term loan with various lenders and U.S. Bank, N.A., as the administrative agent. The agreement provides for a delayed draw term loan facility of up to $2.3 billion (as amended, the "DDTL 1.0 Facility"). All obligations under the DDTL 1.0 Facility are unconditionally guaranteed by us and secured, subject to certain exceptions, by substantially all of the subsidiary's assets and a pledge of 100% of the equity interests in the subsidiary. Borrowings under the DDTL 1.0 Facility were used to finance a portion of the purchase consideration, fees, and expenses relating to the acquisition of computing equipment.
Previous report
On May 15, 2024, the interest rate was modified to term SOFR plus 9.62% or the alternative base rate plus 8.62%. The principal amount of the loans is required to be repaid in quarterly installments, with the final payment due on March 29, 2028. The loans are prepayable at any time, from time to time, at our option, and are required to be prepaid upon the occurrence of an event of default or change of control of us, or with the proceeds of certain asset dispositions or incurrences of indebtedness. If the loans are prepaid prior to the fourth anniversary of the loan commitment termination date, in addition to principal and accrued interest, we are required to pay an applicable premium equal to (a) with respect to prepayments made prior to the third anniversary of the loan commitment termination date, an amount equal to the present value of future interest payments that would have accrued on the principal amount of the loans being prepaid through the third anniversary of the loan commitment termination date based on the interest rate in effect plus 1.00% of the principal amount of the loans being prepaid and (b) with respect to prepayments made between the third and fourth anniversary of the loan commitment termination date, an amount equal to 1.00% of the principal amount of the loans being prepaid.
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As of September 30, 2025 and December 31, 2024, we had $1.7 billion and $2.0 billion outstanding, respectively, under the DDTL 1.0 Facility.
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Delayed Draw Term Loan Facility 2.0
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On May 16, 2024, another of our subsidiaries entered into a second delayed draw term loan facility with various lenders and U.S. Bank, N.A. as the administrative agent. The agreement provides for a delayed draw term loan facility of up to $7.6 billion assuming the relevant collateralization requirements are met (as amended, the "DDTL 2.0 Facility"). Under the DDTL 2.0 Facility, additional loans may be drawn until June 2025, with an option to extend the commitment period by three months subject to lender consent. The total loans available are limited to a percentage of the depreciated purchase price of GPU servers and related infrastructure for the contract that the loans are being used to finance, with such percentage based upon the credit rating of the applicable customer. All obligations under the DDTL 2.0 Facility are unconditionally guaranteed by us and secured, subject to certain exceptions, by substantially all of the subsidiary's assets and a pledge of 100% of the equity interests in the subsidiary. Borrowings under the DDTL 2.0 Facility will be used to finance a portion of the purchase consideration, fees, and expenses relating to the acquisition of computing equipment.
Previous report
Interest on outstanding borrowings on the DDTL 2.0 Facility accrued at a rate per annum equal to either, at our election, term SOFR or the alternative base rate plus a spread based on the credit quality of the associated customer contracts. For specified investment-grade customers, the spread is equal to 6.00% for term SOFR loans and 5.00% for base rate loans. For investment-grade customers, the spread is equal to 6.50% for term SOFR loans and 5.50% for base rate loans. For non-investment-grade customer contracts, the spread is equal to 13.00% for term SOFR loans and 12.00% for base rate loans.
Previous report
The principal amount of the loans is required to be repaid in quarterly installments, beginning in January 2026, with the final payment due five years after the applicable loan was funded. The loans are prepayable at any time, from time to time, at our option, and are required to be prepaid upon the occurrence of an event of default or change of control of us, or with the proceeds of certain asset dispositions or incurrences of indebtedness. If the loans are prepaid prior to the 30-month anniversary of the loan commitment termination date, in addition to principal and accrued interest, we are required to pay an applicable premium equal to the present value of future interest payments that would have accrued on the principal amount of the loans being prepaid through the 30-month anniversary of the loan commitment termination date based on the interest rate in effect.
Previous report
As of September 30, 2025 and December 31, 2024, we had outstanding borrowings of $5.0 billion and $3.8 billion, respectively, under the DDTL 2.0 Facility. As of September 30, 2025, no additional borrowing capacity remained under the facility, compared to $3.8 billion, of available capacity as of December 31, 2024.
Previous report
On September 29, 2025, we amended DDTL 2.0 Facility with certain lenders and U.S. Bank, N.A. as the administrative agent, to add an incremental $3.0 billion tranche of delayed draw term loans to the DDTL 2.0 Facility (as so amended, the "DDTL 2.1 Facility). The terms of the draws under the DDTL 2.0 Facility remain unchanged. The total loans available are limited to a percentage of the depreciated purchase price of GPU servers and related infrastructure for the contract that the loans are being used to finance, with such percentage based upon the credit rating of the applicable customer. All obligations under the DDTL 2.1 Facility are unconditionally guaranteed by us and secured, subject to certain exceptions, by substantially all of the subsidiary's assets and a pledge of 100% of the equity interests in the subsidiary. Borrowings under the DDTL 2.1 Facility will be used to finance a portion of the purchase consideration, fees, and expenses relating to the acquisition of computing equipment.
Previous report
Borrowings under the DDTL 2.1 Facility are subject to an interest rate per annum equal to, at our option, either the term SOFR or the alternative base rate plus a spread. The spread is equal to 4.25% for term SOFR loans and 3.25% for base rate loans.
Previous report
The principal amount of the loans is required to be repaid in quarterly installments, beginning in July 2026, with the final payment due five years after the applicable loan was funded. As of September 30, 2025 we had borrowed $1.2 billion against the DDTL 2.1 Facility and $1.8 billion remained available for borrowing.
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Delayed Draw Term Loan Facility 3.0
Previous report
On July 28, 2025, one of our subsidiaries, CoreWeave Compute Acquisition Co. VII LLC ("CCAC VII"), entered into a third delayed draw term loan facility (the "DDTL 3.0 Facility") with various lenders and MUFG Bank, LTD, as the administrative agent, which provides for a delayed draw term loan facility of up to $2.6 billion. All obligations under the DDTL 3.0 Facility are unconditionally guaranteed by us. Obligations outstanding under the DDTL 3.0 Facility are secured by perfected first priority pledges of and security interests in (i) the equity interests of CCAC VII held by its direct parent and (ii) substantially all of the assets of CCAC VII. The DDTL 3.0 Facility contains covenants that restrict our and/or
Previous report
CCAC VII's ability 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 or transfer or sell all or substantially all of our or its assets.
Previous report
Under the DDTL 3.0 Facility, loans may be drawn until July 2026. The principal amount of the DDTL 3.0 Facility is required to be repaid in monthly installments, beginning in April 2026, with the final payment due on August 21, 2030. The total loans available are 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 GPU servers. Borrowings under the DDTL 3.0 Facility will be used to finance a portion of the purchase considerations, fees, and expenses relating to the acquisition of computing equipment.
Showing the first 40 of 57 passages. Open the source sections for the rest.
Reworded paragraphs (30)
Previous wording
The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our final prospectus filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended ("the Prospectus"), on March 31, 2025 in connection with our initial public offering (the "IPO"). In addition to our historical results of operations and financial position, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results to be expected for any period in the future, and results for any interim period should not be construed as an inference of what our results would be for any full year or future period.
Current wording
The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to our historical results of operations and financial position, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results to be expected for any period in the future, and results for any interim period should not be construed as an inference of what our results would be for any full year or future period.
Previous wording
We generate revenue by providing our customers with cloud computing services, including compute enabled by our software and infrastructure optimized for AI and high-performance computing. Our customers purchase our CoreWeave Cloud Platform services through either committed contracts or on an on-demand basis. Our revenue primarily comes from committed contracts.
Current wording
We generate revenue by providing our customers with access to cloud computing services, including compute enabled by our software and infrastructure optimized for AI and high-performance computing. Our customers purchase access to our CoreWeave Cloud Platform services through either committed contracts or on an on-demand basis. Our revenue primarily comes from committed contracts.
Previous wording
Cost of revenue primarily consists of direct costs for data centers, including costs associated with our facilities, such as rent, utilities including power, personnel costs for employees involved in data center operations and customer success, including salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, and depreciation and amortization, including depreciation of power installation and distribution systems, and allocated overhead.
Current wording
Cost of revenue primarily consists of direct costs for data centers, including costs associated with our facilities, such as rent, utilities including power, and depreciation and amortization, including depreciation of power installation and distribution systems, and personnel costs for employees involved in data center operations and customer success, including salaries, bonuses, benefits, stock-based compensation expense, and other related expenses.
Previous wording
We expect our cost of revenue to increase in absolute dollar terms as we continue to grow our platform and expand our customer base. However, we anticipate that cost of revenue may fluctuate as a percentage of revenue in the future due to the timing of when data centers go live, including delays in the delivery of data centers by our third-party vendors, and when we achieve economies of scale and operational efficiencies.
Current wording
We expect our cost of revenue to increase in absolute dollar terms as we continue to grow our platform and expand our customer base. However, we anticipate that cost of revenue may fluctuate as a percentage of revenue in the future due to the timing of when data centers go live, including due to any delays in the availability of data centers that we lease or own, and when we achieve economies of scale and operational efficiencies.
Previous wording
Technology and infrastructure expense consists of costs associated with our infrastructure, such as depreciation and amortization related to our servers, switches, networking equipment and internally developed software, personnel costs for employees associated with research and development of new and existing products and services or with maintaining our computing infrastructure, such as salaries, bonuses, benefits, stock-based compensation expense, travel expenses, and other related expenses, allocated overhead, and costs related to software subscriptions.
Current wording
Technology and infrastructure expense consists of costs associated with our infrastructure, such as depreciation and amortization related to our servers, switches, networking equipment and internally developed software, personnel costs for employees associated with research and development of new and existing products and services or with maintaining our computing infrastructure, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, and costs related to software subscriptions.
Previous wording
Sales and marketing expense consists of personnel costs associated with selling and marketing our CoreWeave Cloud Platform, such as salaries, stock-based compensation expense, commissions, bonuses, travel expenses, and other related expenses, third-party professional services costs, allocated overhead, and advertising costs associated with marketing programs. We expect our sales and marketing expense to increase in absolute dollars as we grow our brand and expand our customer footprint.
Current wording
Sales and marketing expense consists of personnel costs associated with selling and marketing our CoreWeave Cloud Platform, such as salaries, stock-based compensation expense, commissions, bonuses, and other related expenses, advertising costs associated with marketing programs, and third-party professional services costs. We expect our sales and marketing expense to fluctuate as we expand our go-to-market capabilities, grow our brand and diversify our customer footprint.
Previous wording
General and administrative expense consists of costs associated with corporate functions including our finance, legal, human resources, information technology ("IT"), and facilities. These costs include personnel costs, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, third-party professional services costs, such as legal, accounting, and audit services, corporate facilities, depreciation for equipment, furniture, and fixtures, and other costs necessary to operate our corporate functions, including expenses for non-income taxes, insurance, and office rental.
Current wording
General and administrative expense consists of costs associated with corporate functions including our finance, legal, human resources, information technology ("IT"), and facilities. These costs include personnel costs, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, third-party professional services costs, such as legal, accounting, and audit services, and costs related to software subscriptions.
Previous wording
We expect to continue incurring additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general and director and officer insurance and professional services.
Current wording
We expect to continue incurring additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and professional services.
Previous wording
Gain (loss) on fair value adjustments consists of gains and losses as a result of recording our derivative and warrant liabilities for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the option liability in connection with our Series B financing at fair value at the end of each reporting period, or prior to settlement of the associated instruments if settled during the reporting period.
Current wording
Gain (loss) on fair value adjustments consists of gains and losses as a result of recording our derivatives and warrant liabilities for our 2021 Convertible Senior Secured Notes, warrant liabilities related to our 2022 Senior Secured Notes, and the option liability in connection with our Series B financing at fair value at the end of each reporting period, or prior to settlement of the associated instruments if settled during the reporting period.
Previous wording
Interest expense, net consists of interest associated with our finance leases and contractual interest, the amortization of debt discounts and issuance costs, and the accretion of redemption premiums associated with our debt obligations. Interest expense, net is reflected net of capitalized interest.
Current wording
Interest expense, net consists of contractual and imputed interest associated with our finance leases and revenue agreements with significant financing components, the amortization of debt discounts and issuance costs, and the accretion of redemption premiums associated with our debt obligations. Interest expense, net is reflected net of capitalized interest.
Previous wording
Other income, net consists of investment income, foreign currency exchange gains (losses), gains (losses) on extinguishment of debt, interest income, gains (losses) on strategic investments and other non-operating gains and losses.
Current wording
Other income (expense), net consists of gains (losses) on strategic investments and other non-operating gains and losses, interest and investment income, foreign currency exchange gains (losses), and gains (losses) on extinguishment of debt.
Previous wording
The provision for (benefit from) income taxes consists primarily of income taxes in certain federal, state, local and foreign jurisdictions in which we conduct business. Foreign jurisdictions typically have different statutory tax rates from those in the United States. Accordingly, our effective tax rates may vary depending on the impact of the valuation allowance and nondeductible items, such as fair value adjustments to derivatives, as well as the relative proportion of foreign income to domestic income, generation of tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Current wording
The provision for income taxes consists primarily of income taxes in certain U.S. federal, state, local and foreign jurisdictions in which we conduct business, net of any valuation allowance. Foreign jurisdictions typically have different statutory tax rates from those in the United States. Accordingly, our effective tax rate might fluctuate significantly in the future due to changes in the mix of income and losses in jurisdictions with a wide range of tax rates, the effect of acquisitions, changes resulting from the amount of recorded valuation allowance, permanent differences between U.S. generally accepted accounting principles, certain one-time items, and local tax laws, and changes in tax contingencies.
Previous wording
The following table sets forth our condensed consolidated statements of operations data for the periods indicated:
Current wording
The following table sets forth our condensed consolidated statements of operations and comprehensive loss data for the periods indicated:
Previous wording
We recognized no and $177 million of stock-based compensation expense, net of no and $17 million of capitalized costs primarily related to the development of internal-use software, during the three and nine months ended September 30, 2025, respectively, associated with vested RSUs as a result of the satisfaction of the liquidity-event performance-based vesting condition which was satisfied in connection with the IPO.
Current wording
We recognized $177 million of stock-based compensation expense, net of $17 million of capitalized costs primarily related to the development of internal-use software, during the three months ended March 31, 2025, associated with vested RSUs as a result of the satisfaction of the liquidity-event performance-based vesting condition which was satisfied in connection with the IPO.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Previous wording
Revenue for the three months ended September 30, 2025 increased by $781 million, or 134%, compared to the three months ended September 30, 2024. Revenue for the nine months ended September 30, 2025 increased by $2.4 billion, or 205%, compared to the nine months ended September 30, 2024. This substantial growth was related to increased demand from both existing and new customer contracts and our ability to rapidly scale our operations, emphasizing the strength of our customer relationships and our ability to meet the evolving needs of the industry. Approximately 80% and 91% of the increase in revenue was attributable to expansion within our existing customer base and the remaining increase was attributable to new customers for the three and nine months ended September 30, 2025, respectively.
Current wording
Revenue for the three months ended March 31, 2026 increased by $1.1 billion, or 112%, compared to the three months ended March 31, 2025. This substantial growth was related to increased demand from both existing and new customer contracts and our fulfillment of that demand through our expanded data center footprint. Approximately 38% of the increase in revenue was attributable to expansion within our existing customer base and the remaining increase was attributable to new customers for the three months ended March 31, 2026.
Previous wording
Cost of revenue for the three months ended September 30, 2025 increased by $226 million, or 158%, compared to the three months ended September 30, 2024. This increase was primarily attributable to higher costs directly related to running our data centers to support the significant increase in customer demand, driven by the successful deployment of new and expanded data centers, which resulted in an increase in rent expense of approximately $120 million, an increase in data center utilities and power spend of approximately $53 million. The increase is also attributable to an increase in depreciation and amortization related to data center infrastructure and leasehold improvements of approximately $23 million, and an increase in personnel costs of approximately $16 million, which includes headcount growth of employees directly associated with data centers and $3 million related to stock-based compensation expense.
Current wording
Cost of revenue for the three months ended March 31, 2026 increased by $454 million, or 173%, compared to the three months ended March 31, 2025. This increase was primarily attributable to higher costs directly related to running our data centers to support the significant increase in customer demand, driven by the deployment of new and expanded data centers, which resulted in an increase in rent expense of approximately $249 million, and an increase in data center utilities and power spend of approximately $85 million. The increase is also attributable to an increase in depreciation and amortization related to power installation and distribution systems of approximately $60 million.
Previous wording
Technology and infrastructure expense for the three months ended September 30, 2025 increased by $462 million, or 162%, compared to the three months ended September 30, 2024. This increase was primarily attributable to an increase in depreciation and amortization of approximately $349 million, from $256 million for the three months ended September 30, 2024, to $605 million for the three months ended September 30, 2025. These increases in depreciation and amortization were related to investments in our platform and servers, switches, and other networking equipment fixed assets within our technology infrastructure, as well as an increase of approximately $90 million of personnel costs, of which $50 million related to stock-based compensation expense.
Current wording
Technology and infrastructure expense for the three months ended March 31, 2026 increased by $712 million, or 127%, compared to the three months ended March 31, 2025. This increase was primarily attributable to an increase in depreciation and amortization of approximately $642 million, from $429 million for the three months ended March 31, 2025, to $1.1 billion for the three months ended March 31, 2026. These increases in depreciation and amortization were related to investments in our platform and servers, switches, and other networking equipment fixed assets within our infrastructure that were placed in service.
Previous wording
Sales and marketing expense for the three months ended September 30, 2025 increased by $40 million, or 880%, compared to the three months ended September 30, 2024. This increase was primarily attributable to an increase of approximately $20 million in personnel costs, of which $9 million related to stock-based compensation expense, and an increase of $13 million of advertising and sponsorship expenses.
Current wording
Sales and marketing expense for the three months ended March 31, 2026 increased by $58 million, or 527%, compared to the three months ended March 31, 2025. This increase was primarily attributable to an increase of approximately $26 million in personnel costs, including stock-based compensation, and an increase of $23 million of advertising and sponsorship expenses.
Previous wording
Gain (loss) on fair value adjustments for the three months ended September 30, 2025 changed favorably by $341 million compared to the three months ended September 30, 2024. Gain (loss) on fair value adjustments for the nine months ended September 30, 2025 changed favorably by $776 million compared to the nine months ended September 30, 2024. These changes were driven by a relative decrease in the period in the valuation of derivatives and warrants tied to our common stock and redeemable convertible preferred stock within the periods presented. On March 21, 2025, we executed an amendment with the warrant holders to fix the exercise price, resulting in a final mark to market of the warrants and a reclassification of the final value of the warrants for common stock within additional paid-in capital, and therefore, there was no activity for the three months ended September 30, 2025.
Current wording
Gain (loss) on fair value adjustments for the three months ended March 31, 2026 changed unfavorably by $27 million compared to the three months ended March 31, 2025. There was no gain or loss on fair value adjustments related to the valuation of derivatives and warrants for the three months ended March 31, 2026. On March 21, 2025, we executed an amendment with the warrant holders to fix the exercise price, resulting in a final mark to market of the warrants and a reclassification of the final value of the warrants for common stock within additional paid-in capital, and therefore, there was no activity for the three months ended March 31, 2026.
Previous wording
Interest expense, net for the three months ended September 30, 2025 increased by $206 million, or 198%, compared to the three months ended September 30, 2024. Interest expense, net for the nine months ended September 30, 2025 increased by $630 million, or 297%, compared to the nine months ended September 30, 2024. These increases were attributable to increased borrowing levels and total debt obligations.
Current wording
Interest expense, net for the three months ended March 31, 2026 increased by $272 million, or 103%, compared to the three months ended March 31, 2025. These increases were attributable to increased borrowing levels and total debt obligations.
Previous wording
Other income, net for the three months ended September 30, 2025 changed favorably by $12 million, or 114%, compared to the three months ended September 30, 2024. This change was attributable to net unrealized gains on fair value adjustments related to our strategic investments of $12 million and an increase in interest and investment income of approximately $9 million, partially offset by an unfavorable foreign exchange loss of $5 million.
Current wording
Other income (expense), net for the three months ended March 31, 2026 changed favorably by $29 million, or 580%, compared to the three months ended March 31, 2025. This change was attributable to an increase in interest and investment income of approximately $22 million and favorable foreign exchange gains and losses of $18 million.
Previous wording
The following table summarizes our principal sources of liquidity:
Current wording
Our operations have been financed primarily through net proceeds from sales of our equity securities, including in our IPO, and from borrowings pursuant to our Credit Facilities and the issuances of debt securities. The following table summarizes our principal sources of liquidity for the periods presented (in millions):
Previous wording
We believe our existing balance of cash and cash equivalents and marketable securities, in addition to amounts available for borrowing under our various debt agreements, will be sufficient to meet our obligations due or anticipated to be due within one year from the date of this Quarterly Report on Form 10-Q, including operating expenses, working capital, and current commitments for capital expenditures. Our future capital requirements may depend on many factors, including those set forth in the section of this Quarterly Report on Form 10-Q entitled "Risk Factors." We anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders. The incurrence of additional debt would result in debt service obligations, and the instruments governing such debt could provide for operational and/or financial covenants that further restrict our operations. There can be no assurances that we will be able to raise additional capital on favorable terms or at all. The inability to raise capital could adversely affect our ability to achieve our business objectives.
Current wording
We have generated significant losses from operations, as reflected in our accumulated deficit of $3.4 billion as of March 31, 2026. Additionally, we have generated significant negative cash flows from investing activities as we continue to support the growth of our CoreWeave Cloud Platform. We anticipate making significant investments for the foreseeable future, including in our infrastructure and go-to-market capabilities, to maintain our leadership and position us to continue to capitalize on the AI revolution. We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under our various debt agreements, will be sufficient to meet our obligations due or anticipated to be due within one year from the date of this Quarterly Report on Form 10-Q, including operating expenses, working capital, and current commitments for capital expenditures. Our future capital requirements may depend on many factors, including those set forth in the section of this Quarterly Report on Form 10-Q entitled "Risk Factors." We anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders.
Previous wording
Net cash provided by operating activities was $1.5 billion for the nine months ended September 30, 2025 as compared to net cash provided by operating activities of $2.6 billion for the nine months ended September 30, 2024. The decrease was driven by an increase in accounts receivable and fewer committed contracts from new customer contracts involving upfront payments.
Current wording
Net cash provided by operating activities was $3.0 billion for the three months ended March 31, 2026 as compared to net cash provided by operating activities of $0.1 billion for the three months ended March 31, 2025. The increase was primarily driven by an increase in cash received from customers and timing of payments for operating expenses.
Previous wording
Net cash used in investing activities was $6.3 billion for the nine months ended September 30, 2025, as compared to $5.2 billion for the nine months ended September 30, 2024. The increase was driven by higher capital investments in our infrastructure, including our GPU fleet, networking equipment, servers, switches and other necessary equipment for infrastructure asset security compared to the nine months ended September 30, 2024.
Current wording
Net cash used in investing activities was $7.7 billion for the three months ended March 31, 2026, as compared to $1.4 billion for the three months ended March 31, 2025. The increase was driven by higher capital investments in our infrastructure, including our GPU fleet, networking equipment, servers, switches and other necessary equipment for infrastructure asset security compared to the three months ended March 31, 2025.
Previous wording
Net cash provided by financing activities was $5.8 billion for the nine months ended September 30, 2025, as compared to $4.1 billion for the nine months ended September 30, 2024. The increase was driven by the issuance of debt and proceeds from our IPO. The increase was partially offset by higher payments on long-term debt.
Current wording
Net cash provided by financing activities was $3.9 billion for the three months ended March 31, 2026, as compared to $1.9 billion for the three months ended March 31, 2025. The increase was driven by the issuance of debt and common stock. The increase was partially offset by higher payments on debt.
Previous wording
Our non-cancellable commitments are disclosed in Note 8—Leases, Note 9—Commitments and Contingencies, and Note 10—Debt to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
Refer to Note 3—Investments and Fair Value Measurements, Note 8—Leases, Note 9—Commitments and Contingencies, and Note 10—Debtto our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Previous wording
In March 2025, we completed our IPO, in which we issued and sold 36,590,000 shares of our Class A common stock at a public offering price of $40.00 per share, which resulted in net proceeds of $1.4 billion. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from us an additional 1,760,000 shares of Class A common stock at the IPO price, which resulted in net proceeds to us of $68 million after deducting the underwriting discounts and commissions.
Current wording
In March 2025, we completed our IPO, in which we issued and sold 37 million shares of our Class A common stock at a public offering price of $40.00 per share, which resulted in net proceeds of $1.4 billion after deducting the underwriting discounts and commissions. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from us an additional approximately 2 million shares of our Class A common stock at the public offering price, which resulted in net proceeds to us of $68 million after deducting the underwriting discounts and commissions.
Previous wording
Management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Prospectus. For additional information about our critical accounting estimates, see the disclosure included in our Prospectus.
Current wording
Management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025. For additional information about our critical accounting estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Refer to Note 10—Debt to our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information related to our debt.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
In March 2025, we completed our IPO, in which we issued and sold an aggregate of 36,590,000 shares of our Class A common stock at a public offering price of $40.00 per share. We received aggregate proceeds of $1.4 billion after deducting the underwriting discounts and commissions and offering expenses payable by us. In connection with a commercial agreement with a strategic customer to provide AI infrastructure services, we also issued 8,750,000 shares of Class A common stock on March 31, 2025, with an aggregate value of $350 million at the time of issuance based on a price per share equal to the IPO price. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from us an additional 1,760,000 shares of Class A common stock at the IPO price, which resulted in net proceeds to us of $68 million after deducting the underwriting discounts and commissions.
Previous report — wording carried elsewhere
The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:
Previous report — wording carried elsewhere
Cost of revenue for the nine months ended September 30, 2025 increased by $633 million, or 203%, compared to the nine months ended September 30, 2024. This increase was primarily attributable to higher costs directly related to running our data centers to support the significant increase in customer demand, driven by the successful deployment of new and expanded data centers, which resulted in an increase in rent expense of approximately $341 million, an increase in data center utilities and power spend of approximately $166 million. The increase is also attributable to an increase in depreciation and amortization related to data center infrastructure and leasehold improvements of approximately $49 million, and an increase in personnel costs of approximately $40 million, which includes headcount growth of employees directly associated with data centers and $8 million related to stock-based compensation expense.
Previous report — wording carried elsewhere
We have generated significant losses from operations, as reflected in our accumulated deficit of $2.2 billion as of September 30, 2025. Additionally, we have generated significant negative cash flows from investing activities as we continue to support the growth of our CoreWeave Cloud Platform. We anticipate making significant investments for the foreseeable future, including in our infrastructure and go-to-market capabilities, to maintain our leadership and position us to continue to capitalize on the AI revolution.