CoreWeave Inc.
11/13/2025 | Press release | Distributed by Public on 11/13/2025 15:20
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our 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.
Overview
CoreWeave powers the creation and delivery of the intelligence that drives innovation.
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.
Recent Developments
Initial Public Offering
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.
Business Combinations
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 Combinationto our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
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.
Components of Results of Operations
Revenue
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.
Cost of Revenue
Cost of revenue primarily consists of direct costs for data centers, including costs associated with our facilities, such as rent, utilities including power, 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.
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.
Technology and Infrastructure
Technology and infrastructure expense consists of costs associated with our infrastructure, such as depreciation and amortization related to our servers, switches, networking equipment and internally developed software, personnel costs for employees associated with research and development of new and existing products and services or with maintaining our computing infrastructure, such as salaries, bonuses, benefits, stock-based compensation expense, travel expenses, and other related expenses, allocated overhead, and costs related to software subscriptions.
We expect our technology and infrastructure expense to increase in absolute dollars as we continue to focus on growth and innovation. However, we anticipate technology and infrastructure expense may fluctuate as a percentage of revenue in the future due to the timing of when we achieve economies of scale and operational efficiencies, including through software innovation.
Sales and Marketing
Sales and marketing expense consists of personnel costs associated with selling and marketing our CoreWeave Cloud Platform, such as salaries, stock-based compensation expense, commissions, bonuses, 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.
General and Administrative
General and administrative expense consists of costs associated with corporate functions including our finance, legal, human resources, information technology ("IT"), and facilities. These costs include personnel costs, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, third-party professional services costs, such as legal, accounting, and audit services, 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.
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.
Gain (Loss) on Fair Value Adjustments
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.
Interest Expense, Net
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.
Other Income, Net
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.
Provision for (benefit from) Income Taxes
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.
Results of Operations
The following table sets forth our condensed consolidated statements of operations data for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Revenue | $ | 1,364,676 | $ | 583,941 | $ | 3,559,096 | $ | 1,167,996 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
|
Cost of revenue(1)
|
368,824 | 143,134 | 943,885 | 311,192 | |||||||||||||||||||
|
Technology and infrastructure(1)
|
747,479 | 285,509 | 1,978,794 | 561,276 | |||||||||||||||||||
|
Sales and marketing(1)
|
44,645 | 4,554 | 91,993 | 12,776 | |||||||||||||||||||
|
General and administrative(1)
|
151,878 | 33,628 | 500,835 | 71,068 | |||||||||||||||||||
| Total operating expenses | 1,312,826 | 466,825 | 3,515,507 | 956,312 | |||||||||||||||||||
|
Operating income
|
51,850 | 117,116 | 43,589 | 211,684 | |||||||||||||||||||
| Gain (loss) on fair value adjustments | - | (341,133) | 26,837 | (748,864) | |||||||||||||||||||
| Interest expense, net | (310,555) | (104,375) | (841,356) | (211,797) | |||||||||||||||||||
| Other income, net | 21,901 | 10,244 | 22,787 | 34,110 | |||||||||||||||||||
|
Loss before provision for (benefit from) income taxes
|
(236,804) | (318,148) | (748,143) | (714,867) | |||||||||||||||||||
| Provision for (benefit from) income taxes | (126,680) | 41,659 | (32,869) | 97,209 | |||||||||||||||||||
| Net loss | $ | (110,124) | $ | (359,807) | $ | (715,274) | $ | (812,076) | |||||||||||||||
(1)Includes stock-based compensation as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||
|
Cost of revenue
|
$ | 3,533 | $ | 271 | $ | 8,927 | $ | 1,009 | ||||||||||||
| Technology and infrastructure | 52,623 | 2,161 | 154,905 | 6,598 | ||||||||||||||||
| Sales and marketing | 9,810 | 847 | 21,124 | 2,562 | ||||||||||||||||
| General and administrative | 78,465 | 4,338 | 288,453 | 13,297 | ||||||||||||||||
| Total | $ | 144,431 | $ | 7,617 | $ | 473,409 | $ | 23,466 | ||||||||||||
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.
The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenue | 27 | 25 | 27 | 27 | |||||||||||||||||||
| Technology and infrastructure | 55 | 49 | 56 | 48 | |||||||||||||||||||
| Sales and marketing | 3 | 1 | 3 | 1 | |||||||||||||||||||
| General and administrative | 11 | 6 | 14 | 6 | |||||||||||||||||||
| Total operating expenses | 96 | 80 | 99 | 82 | |||||||||||||||||||
|
Operating income
|
4 | 20 | 1 | 18 | |||||||||||||||||||
| Gain (loss) on fair value adjustments | - | (58) | 1 | (64) | |||||||||||||||||||
| Interest expense, net | (23) | (18) | (24) | (18) | |||||||||||||||||||
| Other income, net | 2 | 2 | 1 | 3 | |||||||||||||||||||
|
Loss before provision for (benefit from) income taxes
|
(17) | (54) | (21) | (61) | |||||||||||||||||||
| Provision for (benefit from) income taxes | (9) | 7 | (1) | 8 | |||||||||||||||||||
| Net loss | (8) | % | (62) | % | (20) | % | (70) | % | |||||||||||||||
________________
Note: Totals may not sum due to rounding.
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Revenue
|
Three Months Ended September 30,
|
Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 1,364,676 | $ | 583,941 | $ | 780,735 | 134 | % | $ | 3,559,096 | $ | 1,167,996 | $ | 2,391,100 | 205 | % | |||||||||||||||||||||||||||||||
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.
Cost of Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 368,824 | $ | 143,134 | $ | 225,690 | 158 | % | $ | 943,885 | $ | 311,192 | $ | 632,693 | 203 | % | |||||||||||||||||||||||||||||||
| Percentage of revenue | 27 | % | 25 | % | 27 | % | 27 | % | |||||||||||||||||||||||||||||||||||||||
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.
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.
Technology and Infrastructure
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Technology and infrastructure | $ | 747,479 | $ | 285,509 | $ | 461,970 | 162 | % | $ | 1,978,794 | $ | 561,276 | $ | 1,417,518 | 253 | % | |||||||||||||||||||||||||||||||
| Percentage of revenue | 55 | % | 49 | % | 56 | % | 48 | % | |||||||||||||||||||||||||||||||||||||||
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.
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.
Sales and Marketing
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | $ | 44,645 | $ | 4,554 | $ | 40,091 | 880 | % | $ | 91,993 | $ | 12,776 | $ | 79,217 | 620 | % | |||||||||||||||||||||||||||||||
| Percentage of revenue | 3 | % | 1 | % | 3 | % | 1 | % | |||||||||||||||||||||||||||||||||||||||
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.
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.
General and Administrative
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 151,878 | $ | 33,628 | $ | 118,250 | 352 | % | $ | 500,835 | $ | 71,068 | $ | 429,767 | 605 | % | |||||||||||||||||||||||||||||||
| Percentage of revenue | 11 | % | 6 | % | 14 | % | 6 | % | |||||||||||||||||||||||||||||||||||||||
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.
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.
Gain (Loss) on Fair Value Adjustments
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on fair value adjustments | $ | - | $ | (341,133) | $ | 341,133 | NM | $ | 26,837 | $ | (748,864) | $ | 775,701 | NM | |||||||||||||||||||||||||||||||||
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.
Interest Expense, Net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | $ | (310,555) | $ | (104,375) | $ | (206,180) | 198 | % | $ | (841,356) | $ | (211,797) | $ | (629,559) | 297 | % | |||||||||||||||||||||||||||||||
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.
Other income, net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other income, net | $ | 21,901 | $ | 10,244 | $ | 11,657 | 114 | % | $ | 22,787 | $ | 34,110 | $ | (11,323) | (33) | % | |||||||||||||||||||||||||||||||
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.
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.
Provision for (benefit from) Income Taxes
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | $ | (126,680) | $ | 41,659 | $ | (168,339) | NM | $ | (32,869) | $ | 97,209 | $ | (130,078) | NM | |||||||||||||||||||||||||||||||||
| Effective tax rate | 53 | % | (13) | % | 4 | % | (14) | % | |||||||||||||||||||||||||||||||||||||||
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.
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.
Liquidity and Capital Resources
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.
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.
Our non-cancellable commitments are disclosed in Note 8-Leases, Note 9-Commitments and Contingencies, andNote 10-Debtto 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.
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.
The following table summarizes our principal sources of liquidity:
|
September 30, 2025 |
December 31, 2024 |
||||||||||
| (dollars in thousands) | |||||||||||
| Cash and cash equivalents | $ | 1,894,399 | $ | 1,361,083 | |||||||
|
Marketable securities
|
47,449 | - | |||||||||
|
Availability under existing facilities(1)
|
4,799,979 | 4,406,181 | |||||||||
| Total liquidity | $ | 6,741,827 | $ | 5,767,264 | |||||||
________________
(1)Refers to secured commitments under the revolving credit facility and delayed draw term loan agreements.
Revolving Credit Facility
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.
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.
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.
Additional Secured Commitments
Delayed Draw Term Loan Facility 1.0
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.
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.
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.
Delayed Draw Term Loan Facility 2.0
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.
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.
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.
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.
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.
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.
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.
Delayed Draw Term Loan Facility 3.0
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
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.
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.
Interest on outstanding borrowings on the DDTL 3.0 Facility accrues at an interest rate per annum equal to the daily compounded SOFR plus an applicable margin of 4.00% or alternative base rate plus 3.00%, at our election. Under the DDTL 3.0 Facility, we are required to enter into secured swap agreements within 45 days of the closing date as well as after each subsequent credit event covering a notional amount of not less than 75% of the reasonable anticipated outstanding floating-rate loans until the maturity date. As of September 30, 2025, we are in compliance with this requirement.
The principal amount of the loans is required to be repaid in monthly installments, beginning in April 2026, with the final payment due in August 2030. 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. As of September 30, 2025, we had borrowed $359 million against the DDTL 3.0 Facility and $2.2 billion remained available for borrowing.
2024 Term Loan Facility
On December 16, 2024, we entered into a credit agreement providing for a $1.0 billion term loan facility (the "2024 Term Loan Facility") consisting of (i) a $229 million secured facility and (ii) a $771 million unsecured facility, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the guarantors party thereto, and the lenders party thereto. On December 16, 2024, we borrowed the full $1.0 billion of loans available under the 2024 Term Loan Facility. Our 2024 Term Loan Facility may be increased by $500 million pursuant to the exercise of an uncommitted accordion feature. The proceeds of our 2024 Term Loan Facility may be used for working capital and general corporate purposes (including the financing of acquisitions and investments). In connection with the IPO, the maturity date of the 2024 Term Loan Facility was accelerated and became due on April 14, 2025. On April 11, 2025, with a portion of the proceeds received from our IPO, we paid an aggregate principal amount of $1.0 billion to repay in full all outstanding obligations under our 2024 Term Loan Facility.
Additional Unsecured Commitments
2030 Senior Notes
In May 2025, we issued $2.0 billion in aggregate principal amount of senior notes due 2030 (the "2030 Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2030 Senior Notes were issued pursuant to an indenture, dated as of May 27, 2025. The proceeds from the issuance of the 2030 Senior Notes were retained for general corporate purchases. In conjunction with the issuance of the 2030 Senior Notes, we capitalized $37 million in debt issuance costs.
The 2030 Senior Notes are unsecured obligations. The 2030 Senior Notes will mature on June 1, 2030 and bear interest at a rate of 9.25% per annum, payable semi-annually in cash in arrears on June 1 and December 1 of each year, beginning on December 1, 2025.
We may redeem all or a portion of the 2030 Senior Notes at any time prior to June 1, 2027 at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest and a "make-whole" premium as provided in the indenture. We may redeem all or a portion of the 2030 Senior Notes at any time on or after June 1, 2027 at the redemption prices set forth in the indenture. At any time prior to June 1, 2027, up to 40% of the aggregate principal amount of the 2030 Senior Notes may be redeemed with the net cash proceeds from certain equity offerings, at the redemption price specified in the indenture.
The 2030 Senior Notes includes customary terms and covenants, including certain events of default, after which the 2030 Notes may be due and payable immediately. In addition, if we experience certain change of control events, as
described in the indenture, we will be required to make an offer to repurchase some or all of the 2030 Notes at a price equal to 101% of the principal amount of the 2030 Senior Notes to be repurchased plus accrued and unpaid interest.
2031 Senior Notes
In July 2025, we closed a private placement of $1.8 billion aggregate principal amount of its 9% Senior Notes due 2031 (the "2031 Senior Notes"). We intend to use the proceeds for general corporate purposes. The 2031 Senior Notes and related guarantees were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons pursuant to Regulation S under the Securities Act. In conjunction with the issuance of the 2031 Senior Notes, we capitalized $31 million in debt issuance costs.
The 2031 Senior Notes are unsecured obligations. The 2031 Senior Notes will mature on February 1, 2031 and bear interest at a rate of 9.00% per annum, payable semi-annually in cash in arrears on February 1 and August 1, of each year beginning on February 1, 2026.
We may redeem all or a portion of the 2031 Senior Notes at any time prior to February 1, 2028 at a redemption price up to 100% of the aggregate principal amount, plus accrued and unpaid interest and a "make-whole" premium as provided in the indenture. At any time prior to February 1, 2028, up to 40% of the aggregate principal amount of the 2031 Senior Notes may be redeemed with the net cash proceeds from certain equity offerings, at the redemption price specified in the indenture.
The 2031 Senior Notes include customary terms and covenants, including certain events of default, after which the 2031 Senior Notes may be due and payable immediately. In addition, if we experience certain change of control events, as described in the indenture, we will be required to make an offer to repurchase some or all of the 2031 Senior Notes at a price equal to 101% of the principal amount of the 2031 Senior Notes to be repurchased plus accrued and unpaid interest.
Cash Flows
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 1,499,051 | $ | 2,562,436 | |||||||
| Net cash used in investing activities | (6,345,299) | (5,193,829) | |||||||||
| Net cash provided by financing activities | 5,779,106 | 4,073,368 | |||||||||
Operating Activities
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.
Investing Activities
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.
Financing Activities
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.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Estimates
Management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Prospectus. For additional information about our critical accounting estimates, see the disclosure included in our Prospectus.
Recent Accounting Pronouncements
See the section titled "Recent Accounting Pronouncements Not Yet Adopted" in Note 1-Overview and Summary of Significant Accounting Policiesto our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
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