CRWV 10-K & 10-Q changes, risk factors and insider trading

•shifts in market-leading technologies away from those offered by our current suppliers that could impact our ability to offer our customers the solutions and services that they are seekingseeking, including due to any potential time, investment and resources that may be required in the future to adjust to use or development of alternatives to NVIDIA GPUs;

•reduced control over production costs and constraints based on the then current availability, terms, and pricing of these components, including anydue delaysto supply constraints and increasing costs that we and others in our supplyindustry chainhave seen for components such as GPUs, storage and memory components;

Our technology infrastructure components suppliers fulfill our supply requirements on the basis of individual purchase orders, which we often place with lead times specified by the specific supplier. We have no control over the lead times demanded by our suppliers to fulfill our supply requirements in the future. Additionally, if such lead times increase in the future for any one or more of our infrastructure components, we may face a supply interruption for necessary components. We currently have noa limited number of long-term contracts or arrangements with our suppliers that guarantee capacity or the continuation of any particular payment terms. Accordingly, after individual purchase orders have been completed, our suppliers are generally not obligated to continue to fulfill our supply expectations, and the prices we are charged for their products and, if applicable, services could be increased on short notice. Any inability of or delay by our suppliers to meet our order demands (including due to the suppliers' competing commercial priorities, any geopolitical factors affecting their suppliers, or any other business disruption) could delay or disrupt our ability to procure necessary components. Further, because we often submit purchase orders to our suppliers according to stated lead times and generally order only what we need to fulfill customer requirements, any delay from our suppliers may result in our inability to provide our infrastructure and platform to our customers on a timely basis and fulfill our contractual requirements under our customer contracts. Additionally, our current customers have contractually specified our use of NVIDIA GPUs. If we are required to change suppliers, our ability to meet our obligations to our customers, including scheduled compute access, could be adversely affected and our solutions may not perform, which could cause the loss of sales from existing or potential customers, delayed revenue, or an increase in our costs, which could adversely affect our margins and other financial results. Any production or shipping interruption for any reason, such as a natural disaster, epidemics, pandemics, capacity shortages, quality problems, or strike or other labor disruption at one of our supplier locations or at shipping ports or locations, could adversely affect sales of our solution and services offerings.

We lease space in or otherwise license use of third-party data centers located in the United States, Canada, Europe and United Kingdom. Our current business is reliant on these data center facilities. Given that we lease or license our existing data center space, we do not control the operation of these third-party facilities. Consequently, we could be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of our direct control. Our data center facilities and network infrastructure are vulnerable to damage or interruption from a variety of sources including earthquakes, floods, storms, fires, power loss, system failures, computer and other cybersecurity vulnerabilities, physical or electronic break-ins, human error, malfeasance or interference, including by employees, former employees, or contractors, as well as crime, terrorist acts and other catastrophic events. We and the data center facilities we lease space in or license use of have experienced, and may in the future experience, disruptions, outages, and other performance problems due to a variety of factors, including availability or sufficiency of power, infrastructure changes, and capacity constraints, occasionally due to an overwhelming number of customers accessing our infrastructure simultaneously. Our third-party data centers and network infrastructure may also be subject to cybersecurity attacks, including supply chain attacks, due to the actions of outside parties or human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of these, or otherwise, which may cause service outages and otherwise impact our ability to provide our solutions and services. While we review the security measures of our third-party data centers, we cannot ensure that these measures will be sufficient to prevent a cybersecurity attack or to protect the continued operation of our platform in the event of a cybersecurity attack, and any impact to our solutions and services may also impact our business, operating results, financial condition, and prospects. Data center facilities housing our network infrastructure may also be subject to local administrative actions, changes to legal or permitting requirements, labor disputes, litigation to stop, limit, or delay operations, and other legal challenges, including by government agencies seeking to gain access to customer accounts for law enforcement or other reasons. In addition, while we have entered into various agreements for the lease of data center space, equipment, maintenance, and other services, those third parties could fail to deliver on their contractual obligations under those agreements, including agreements to provide us with certain data, equipment, and utilities information required to run our business, such as the delays that we announced in November 2025 with respect to the delivery of certain data centers to be provided by a third-party data center provider. Any failure by our third-party data center providers to timely deliver on their agreements with us would have an adverse effect on our business, operating results, financial condition, and prospects. Furthermore, we may require the data centers we lease to have certain highly specific attributes in order to effectively run our business. For example, our state-of-the art data centers may also require networking equipment, high-speed interconnects, enhanced access to power, and liquid cooling infrastructure. In some cases, these third-party data centers are required to undergo extensive retrofitting and improvement efforts, including to incorporate novel developments in our industry, which are time consuming, expensive, and less efficient than if we were to lease from spaces already designed for our operations, and which may not ultimately be successful in meeting all of our requirements. If third parties fail to successfully deliver on such performance requirements, our ability to maintain the performance of our network would be negatively impacted.

•our ability to enter into data center agreements and leases or enter into data center acquisition agreements or joint venture agreements according to our business needs and on terms and with counterparties acceptable to us; and

•our data center partners' ability to procure requisite financing on acceptable terms to finance the construction and build-out of our leased sites; andsites.

We were founded in September 2017, launched our CoreWeave Cloud Platform in 2020, and have experienced significant growth in a short period of time. Our revenue was $2.1$2.6 billion and $982$1.2 millionbillion for the three months ended MarchJune 31,30, 2026 and 20252025, respectively, and $4.7 billion and $2.2 billion for the six months ended June 30, 2026 and 2025, respectively. Investors should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. Our revenue may stop increasing or may decrease in the future. Even if our revenue continues to increase, our revenue growth rate is expected to decline in the future as a result of a variety of factors, including the maturation of our business. Overall growth of our revenue will depend on a number of factors, including but not limited to our ability to:

A substantial portion of our revenue is driven by a limited number of customers. We recognized an aggregate of approximately 65%36%, 26%, and 10% of our revenue from our top twothree customers for the three months ended MarchJune 31,30, 2026, with no other customer representing 10% or more of our revenue for that period. We recognized an aggregate of approximately 72%71% of our revenue from our top customer for the three months ended MarchJune 31,30, 2025, with no other customer representing 10% or more of our revenue for that period. In May 2025, we entered into a master services agreement with OpenAI OpCo, LLC ("OpenAI") and in September 2025, we entered into an order form under this master services agreement pursuant to which OpenAI has committed to pay us up to approximately $6.5 billion through May 31, 2031 and, as a result, we expect OpenAI to be a significant customer in future periods. Similarly, in March 2026, we entered into an order form under an existing master services agreement pursuant to which Meta Platforms, Inc. (“Meta”) initially committed to pay us up to approximately $21$21.0 billion (inclusive of access to new computing capacity through December 20, 2032 and the exercise of an existing option to access additional computing capacity through April 10, 2032) and, as a result, we also expect Meta to be a significant customer in future periods. We expect that our customer concentration with a limited number of top customers is likely to continue in future years because of the long-term nature of contracts with those customers. Any negative changes in demand from our top customers or the perception of negative changes in demand from our top customers, in their ability or willingness to perform under their contracts with us, in laws or regulations applicable to these customers or the regions in which they operate, or in our broader strategic relationship with these customers, or any failures or alleged or perceived failures to satisfy contractual requirements, would adversely affect our business, operating results, financial condition, and prospects.

Additional financing may not be available on terms favorable to us, if at all. If adequate financing is not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, financial condition, and prospects. If we raise additional funds through equity or convertible debt issuances, our existing stockholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to those of holders of our Class A common stock. If we obtain additional funds through debt financing, we may not be able to obtain such financing on terms favorable to us. There are a limited number of providers of debt, convertible debt, and equity financing and if other companies are able to offer better risk and return profiles to such parties, we may not be able to raise sufficient funds through debt, convertible debt, and equity financing in the future. Further, the current or future global macroeconomic environment could make it more difficult to raise additional capital on favorable terms, if at all. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. The trading prices of recently-public companies have been highly volatile as a result of multiple factors including, the conflicts in the Middle East and Ukraine, and tensions between China and Taiwan, inflation and stagflation, interest rate volatility, domestic and foreign regulatory uncertainty, disruption of global energy supplies and increases in global energy prices, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, changing appetites for risk by investors, actual or perceived instability in the banking system, and market downturns, which may reduce our ability to access capital on favorable terms or at all. In addition, a recession, depression, or other sustained adverse market event could adversely affect our business and the value of our Class A common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations. Even if we are able to raise such capital, we cannot guarantee that we will deploy it in such a fashion that allows us to achieve better operating results or grow our business.

•availability of suitable sites with access to all of the features that are needed for a successful data center, such as access to power.power; and

Conditions in our market could change rapidly and significantly as a result of technological advancements, including but not limited to increased advancements and proliferation in the use of AI and high performance computing, partnerships between or acquisitions by our competitors, or continuing market consolidation, including consolidation of potential or existing customers with our competitors. New entrants that successfully enter into our market in the future could compete effectively against us, Some of our competitors have recently made or could make acquisitions of businesses or have established cooperative relationships that may allow them to offer more directly competitive and comprehensive solutions and services than were previously offered and adapt more quickly to new technologies and customer needs. These competitive pressures in our market or our failure to compete effectively may result in price reductions, fewer orders, reduced revenue, gross margin and operating margin, increased net losses, and loss of market share.

AWe and our third-party providers, face network or data security incidents from time to time and a network or data security incident against us, or our third-party providers, whether actual, alleged, or perceived, could harm our reputation, create liability and regulatory exposure, and adversely impact our business, operating results, financial condition, and prospects.

Companies are subject to an increasing number, and wide variety, of attacks on their networks on an ongoing basis. Traditional computer "hackers," malicious code (such as viruses and worms), phishing attempts, ransomware, account takeover, business email compromise, employee fraud or bad actors, theft or misuse, denial of service attacks, misconfigurations, bugs, or other vulnerabilities in commercial software that is integrated into our (or our suppliers' or service providers') IT systems, and sophisticated nation-state sponsored actors engage in cyber intrusions and attacks that create risks for our infrastructure and the data, including personal information, which it hosts and transmits. State-supported and geopolitical-related cyberattacks may rise in connection with regional geopolitical conflicts. Additionally, bad actors oftenincreasingly utilize AI-based tools to execute sophisticated attacks at a low cost to them, creating unprecedented cybersecurity challenges.challenges, particularly where, for example, such tools are exploited by third parties to breach our or other parties' systems, including when such technologies are used to target or impersonate our employees in order to gain unauthorized access to our systems. As these AI-based tools become more advanced, the risks and uncertainties that we face from network or data security incidents increase exponentially and may require us to invest in additional defensive capabilities. We may be a valuable target for cyberattacks given our size, increased awareness of our company since our initial public offering and the critical data which we host and transmit.

Although we have implemented security measures designed to prevent such attacks, including mandating training for our employees, continuing to hire personnel with cybersecurity expertise, and reviewing our third-party providers' security measures, we cannot guarantee that such measures will operate effectively to protect our and our third-party providers' infrastructure, systems, networks, and physical facilities from breach due to the actions of outside parties or human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of the foregoing, or otherwise, and as a result, an unauthorized partyparties mayhave, in the past, and may, in the future, obtain access to our, our third-party providers' or our customers' systems, networks, or data. The techniques used to obtain unauthorized access to systems or sabotage systems, or disable or degrade services, change frequently and are often unrecognizable until launched against a target, and therefore we may be unable to anticipate these techniques and implement adequate preventative measures. Our servers may be vulnerable to computer viruses or physical or electronic break-ins that our security measures may not detect. Protecting our own assets has become more expensive and these costs may increase as we gain more assets and as the threat landscape increases, including as a result of bad actors misusing AI. We may face difficulties or delays in identifying or otherwise responding to any attacks or actual or potential security breaches or threats. These risks are exacerbated by developments in generative AI. A breach in our or our third-party providers' data security or an attack against our platform could and have impacted our infrastructure and systems, creating system disruptions or slowdowns and providing access to malicious parties to information hosted and transmitted by our infrastructure, resulting in data, including the data of our customers, being publicly disclosed, misused, altered, lost, or stolen, which could subject us to liability and reputational harm and adversely affect our financial condition. While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. If compromised, our own systems could be used to facilitate or magnify an attack. Further, the increase in remote work by companies and individuals in recent years has generally increased the attack surface available to bad actors for exploitation, and as such, the risk of a cybersecurity incident potentially occurring has increased. Finally, we have acquired and expect to continue to acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which exposes us to significant cybersecurity, operational and financial risks.

We incurred net losses of $740$626 million and $315$290 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and we may not achieve or, if achieved, sustain profitability in the future. As of MarchJune 31,30, 2026, we had an accumulated deficit of $3.4$4.0 billion. While we have historically experienced significant growth in revenue over the last three years, we cannot predict whether we will maintain this level of growth or when we will achieve positive net income. We also expect our operating expenses to increase in the future, including our general and administrative expenses as a result of increased costs associated with operating as a public company and as we continue to invest for our future growth, including expanding our research and development function to drive further development of our platform, continuing to invest in the technology infrastructure underlying our platform and data center expansion, expanding our sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations and new verticals, which will negatively affect our gross margins and operating results if our total revenue does not increase.

We have a limited history selling access to our AI infrastructure cloud services and proprietary managed software and application services through our CoreWeave Cloud Platform under our current business model and we are continuing to scale our operations and evolve our go-to-market strategy. We currently sell access to our platform either through committed contracts, which are take-or-pay, or on-demand, which are pay-as-you-go. Committed contracts generally have a predetermined term and start either on a fixed date or when we deliver the capacity specified in the contract. For each of the three months ended MarchJune 31,30, 2026 and 2025, committed contracts accounted for 98% of our revenue. There is no guarantee that in the future customers will continue to be willing to enter into, and that the industry will continue to support, a take-or-pay model, and any move towards a pay-as-you-go and other consumption-based models will impact our ability to forecast our expected cash flows and operating results, impact our margins, and affect our business, operating results, financial condition, and prospects. Moreover, our committed contracts typically include a prepayment from our customers prior to them receiving access to our services. As of December 31, 2025, 2024, and 2023, the weighted-average prepayment across all our active contracts was 15% to 25% of the TCV. The level of prepayments we receive from customers may fluctuate over time as we continue to scale our operations and evolve our go-to-market strategy, customer base, and the use cases for our platform. Moreover, any changes in the timing or level of customer payments, including prepayments, would impact our cash flows. Furthermore, scaling our operations and evolving our go-to-market strategy may take more time and require more effort to implement than anticipated and may have results that are difficult to predict which could result in decreased revenue from our customers and could affect our ability to achieve profitability. Our business and pricing models have not been fully proven, and we have only a limited operating history with our current business and pricing models to evaluate our business and prospects, which subjects us to a number of uncertainties, including our ability to plan for and model future growth. Moreover, our historical revenue growth should not be considered indicative of our future performance.

In order to successfully scale our current top-down sales model and as AI use cases expand, we may need to increase the size of our direct sales force, both in the United States and outside of the United States, while preserving the cultural and mission-oriented elements of our company. If we do not hire a sufficient number of qualified sales personnel or if the sales personnel that we retain are not coordinated to achieve our goals, our future revenue growth and business could be adversely impacted. It may take a significant period of time before our sales personnel are fully trained and productive, particularly in light of our current sales model, and there is no guarantee we will be successful in adequately training and effectively deploying our sales personnel. In addition, we have invested, and may need to continue investing, significant resources in our sales operations to enable our sales organization to run effectively and efficiently, including supporting sales strategy planning, sales process optimization, data analytics and reporting, and administering incentive compensation arrangements. Furthermore, hiring personnel in new countries requires additional setup and upfront costs that we may not recover if those personnel fail to achieve full productivity in a timely manner. Our business would be adversely affected if our efforts to build, expand, train, and manage our sales organization are not successful. We periodically make adjustments to our sales organization in response to market opportunities, competitive threats, management changes, product introductions or enhancements, acquisitions, sales performance, increases in sales headcount, cost levels, and other internal and external considerations. Any future sales organization changes may result in a temporary reduction of productivity, which could negatively affect our rate of growth. In addition, any significant change to the way we structure and implement the compensation of our sales organization may be disruptive or may not be effective and may affect our revenue growth. If we are unable to attract, hire, develop, retain, and motivate qualified sales personnel, if our new sales personnel are unable to achieve sufficient sales productivity levels in a reasonable period of time or at all, if our marketing programs are not effective or if we are unable to effectively build, expand, and manage our sales organization and operations, our sales and revenue may grow more slowly than expected or materially decline, and our business, operating results, financingfinancial condition, and prospects may be significantly harmed.

Although we currently generate the majority of our revenue from large, established customers in the AI industry, we intend to increase the number of our customers over time, including customers in their early stages and/or private companies that may have increased risk of insolvency, bankruptcy, or other issues impacting their creditworthiness. For example, in MarchApril 2025,2026, we enteredannounced intothat aJane master services agreement with OpenAI,Street, a private company, pursuanthad committed approximately $6.0 billion to whichuse OpenAIour hasAI committedcloud to pay us up to approximately $11.9 billion through October 2030.platform. Other significant customers include Microsoft and Meta.OpenAI. Our business is, and may in the future be, subject to the risks of non-payment and non-performance by these customers, which risk is heightened given that a substantial portion of our revenue is currently, and is expected for the foreseeable future to be, driven by a limited number of customers. We manage our exposure to credit risk through receipt of prepayments under our committed contracts, credit analysis and monitoring procedures, and may use letters of credit, prepayments, and guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent our policies and procedures prove to be inadequate, it could negatively affect our business, operating results, financial condition, and prospects. In addition, some of our customers may be highly leveraged and subject to their own operating, financial and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience risks of non-payment and non-performance in our dealings with such parties. In such event, we may have excess capacity and may remain responsible for expenditures for components, infrastructure, and data center leases and build-outs, as well as related financing that we have undertaken for which we may not receive corresponding revenue. No assurance can be made that customers that we believe to be credit-worthy will continue to be credit-worthy in the future. We do not currently maintain credit insurance to insure against customer credit risk. If our customers fail to fulfill their contractual obligations, it may have an adverse effect on our business, operating results, financial condition, and prospects.

We have also invested, including in the form of providing computing services, in certain privately heldprivately-held companies, and we may not realize a return on these investments. All of our acquisitions and venture investments are subject to a risk of partial or total loss of investment capital.

In addition, if we are unsuccessful at integrating existing and future acquisitions, or the technologies and personnel associated with such acquisitions, into our company, the business, operating results, financingfinancial condition, and prospects of the combined company could be adversely affected. For example, in November 2025, we acquired Monolith AI Limited, a pioneer in applying artificial intelligence and high performance computing to solve complex physics and engineering challenges. There can be no assurance that we will be successful in our efforts to integrate Monolith AI Limited, its employees, and its products into our platform. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, causing unanticipated write-offs or accounting (including goodwill) charges. Additionally, integrations could take longer than expected, or we may fail to achieve the desired efficiencies.

We have in the past, and may in the future, enter into joint ventures in the future,ventures, including to develop and operate data centers. Certain sites that are intended to be utilized in joint ventures require investment for development. For example, in June 2025, we entered into a joint venture with a third-party infrastructure developer, to support the acquisition and development of a multi-phase data center campus in Kenilworth, New Jersey. The success of these joint ventures will also depend, in part, on the successful development of the data center sites, and we may not realize all of the anticipated benefits. Such development may be more difficult, time-consuming, or costly than expected and could result in increased costs, decreases in the amount of expected revenues, and diversion of management's time and energy, which could materially impact our business, operating results, financial condition, and prospects. Additionally, if it is determined these sites are no longer desirable for the joint ventures, we would need to adapt such sites for other purposes.

In addition, as we continue to grow our operations and expand outside of the United States, we need to be able to provide efficient services that meet our customers' needs globally at scale, and our customer support and cloud operations services teams may face additional challenges, including those associated with operating the platforms and delivering support, training, and documentation in languages other than English and providing services across expanded time-zones. If we are unable to provide efficient customer support services globally at scale, our ability to grow our operations may be harmed, and we may need to hire additional services personnel which could increase our expenses, and negatively impact our business, financial condition, operating results, and prospects.

The construction, expansion, retrofitting, and operation of data center facilities require specialized labor, including electricians, mechanical engineers, HVAC technicians, commissioning specialists, and other skilled personnel. The availability of such labor may be constrained due to labor shortages, increased competition, union requirements, retirements, lack of specialized training programs for new workers, or regional labor market conditions. Any inability to secure sufficient skilled labor on acceptable terms could delay the completion of new data center projects, increase costs, negatively affect build quality, or impair our ability to timely deploy capacity, which could adversely affect our business, operating results, financial condition, and prospects.

Moreover, many of the companies with which we compete for experienced personnel have greater resources than we have. Our competitors also may be successful in recruiting and hiring members of our management team, sales team, data center technicians, or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. We have in the past, and may in the future, be subject to allegations that employees we hire have been improperly solicited, or that they have divulged proprietary or other confidential information or that their former employers own such employees' inventions or other work product, or that they have been hired in violation of non-compete provisions or non-solicitation provisions.

Third parties have claimed and may, in the future, claim, that our current or future offerings infringe their intellectual property rights, and such claims have resulted and may result in legal claims against us, our third-party partners, and our customers. These claims may be time consuming, costly to defend or settle, damage our brand and reputation, harm our customer relationships, and create liability for us. Contractually, we are generally expected to indemnify our partners and customers for certain expenses or liabilities such parties have incurred with respect to these types of claims. We expect the number of such claims (whether warranted or not) to increase, particularly as a public company with an increased profile and visibility, as the level of competition in our market grows, as the functionality of our offerings overlaps with that of other cloud infrastructure companies, and as the volume of issued hardware and software patents and patent applications continues to increase. To the extent that any claim arises as a result of third-party technology we have licensed for use in our platform, we may be unable to recover from the appropriate third party any expenses or other liabilities that we incur.

For example, government authorities have in the past sought to restrict data center development based on environmental considerations and have imposed moratoria on data center development, citingsuch as the moratorium on the development of data centers using 50 megawatts of power or more in the State of New York that was announced in July 2026. Government authorities have also cited concerns about energy usage, requiringrequired new data centers to meet energy efficiency requirementsrequirements, or regulatingregulated the use of power by large energy consumers. We may face higher costs from any laws imposing moratoria on data center development, requiring enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on back-up power sources, or other environmental requirements.

The material weaknesses identified pertained to the lack of effectively designed, implemented, and maintained IT general controls over applications that support our financial reporting processes, insufficient segregation of duties across financially relevant functions, and lack of sufficient number of qualified personnel within our accounting, finance, and operations functions who possessed an appropriate level of expertise to provide reasonable assurance that transactions were being appropriately recorded and disclosed. We have concluded that these material weaknesses existed because we did not have the necessary business processes, systems, personnel, and related internal controls. We have also concluded that these material weaknesses continued to exist as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, we have taken and will continue to take action to remediate these material weaknesses, including:

We may not be able to fully remediate these material weaknesses until these steps have been completed and the internal controls have been operating effectively for a sufficient period of time. This evaluation process, including testing the effectiveness of the remediation efforts, is expected to continue infor the remainder of 2026. Additionally, as stated above, we have not performed an evaluation of our internal control over financial reporting; accordingly, we cannot ensure that we have identified all, or that we will not in the future have additional, material weaknesses. Further, we have recently acquired a number of businesses and may continue to acquire other businesses and an acquired company may not have a sufficiently robust system of internal controls and we may uncover new deficiencies. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with our Annual Report on Form 10-K for the year ending December 31, 2026.

We are subject to U.S. federal, state, and local income taxes, sales, and other taxes in the United States and income taxes, withholding taxes, transaction taxes and other taxes in numerous foreign jurisdictions. The determination of our worldwide provision for income taxes requires significant judgment by management in evaluating our tax positions and there are activities and transactions for which the ultimate tax determination is uncertain. In addition, our future income tax obligations could be adversely affected by changes in, or interpretations of, tax laws or regulations in the United States or in other jurisdictions in which we operate. We currently benefit, and may continue to benefit, from government-provided tax incentives made available by state and local authorities in connection with our operations and investment activities. Legislative, regulatory, or policy changes could reduce, eliminate, or terminate these incentives. ThisSome of our tax incentives include conditions, and if we cannot, or elect not to, comply with the conditions related to those tax incentives, we may lose the related tax incentive and could be required to refund previously realized material tax benefits. Any of these changes could increase our costs and adversely affect our financial condition, results of operations, and cash flows.

ForAn example,example of a legislative change was the One Big Beautiful Bill Act ("OBBBA") enacted in July 2025 that had a significant impact on our effective tax rate for the third quarter of 2025. It contains tax provisions, such as the permanent extension or revision of certain expiring provisions of the Tax Cuts and Jobs Act enacted in 2017, as well as modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. Among other items, the tax law changes will impact us by changing the timing and amount of certain tax deductions, depreciation expense, U.S. domestic R&D expenditures and interest expense. The legislation has multiple effective dates, with certain provisions effective now and others to be implemented through 2027. The issuance of additional regulatory or accounting guidance related to the OBBBA or other executive or Congressional actions in the United States or globally could materially affect our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect. In addition, the Organization for Economic Cooperation and Development ("OECD") has issued Pillar Two model rules, introducing a new global minimum tax of 15%. While the United States has not adopted Pillar Two, other countries have enacted such legislation or are considering implementation. Given the scope of our foreign operations, Pillar Two has not increased our global tax costs. On January 5, 2026, the OECD released a comprehensive package for a "side-by-side arrangement" with respect to Pillar Two. Notably, once adopted, this new guidance will prevent other countries from imposing tax on the U.S. profits of American companies. We will continue to monitor U.S. and international legislative developments, including further announcements on the side-by-side arrangement, to assess any potential impacts on our operations.

We have a substantial amount of debt, which requires significant interest and principal payments. As of MarchJune 31,30, 2026, our total indebtedness was $25.1$35.6 billion and we had $8.8$10.0 billion of undrawn availability under our Revolving Credit Facility, DDTL 3.0 Facility, DDTL 4.0 Facility (as defined below), and DDTL 4.05.0 Facility.Facility (as defined below). In July 2023, CoreWeave Compute Acquisition Co. II, LLC, our direct, wholly owned subsidiary, entered into the DDTL 1.0 Facility providing for up to $2.3 billion in delayed draw term loans. In May 2024, CoreWeave Compute Acquisition Co. IV, LLC, our direct, wholly owned subsidiary, entered into the DDTL 2.0 Facility providing for up to $7.6 billion in delayed draw termsterm loans. In September 2025, we further amended the DDTL 2.0 Facility by entering into the DDTL 2.1 Facility to create a new tranche of delayed draw term loan facility up to $3.0 billion and extend the draw period for new borrowings to March 2026. In July 2025, CoreWeave Compute Acquisition Co. V, LLC, our direct, wholly owned subsidiary, and CoreWeave Compute Acquisition Co. VII, LLC, our indirect subsidiary, entered into the DDTL 3.0 Facility providing for up to $2.6 billion in delayed draw term loans. On March 30, 2026, CoreWeave Compute Acquisition Co. VIII, LLC, our indirect subsidiary, entered into the DDTL 4.0 Facility providing for an $8.5 billion delayed draw term loan facility (the "DDTL 4.0 Facility"). On May 15, 2026, CoreWeave Financing DDTL V, LLC, our indirect subsidiary, entered into the DDTL 5.0 Facility, providing for a $3.1 billion delayed draw term loan facility (the “DDTL 5.0 Facility”, and together with the DDTL 1.0 Facility, the DDTL 2.0 Facility, the DDTL 2.1 Facility, the DDTL 3.0 Facility, and the DDTL 3.04.0 Facility, the "DDTL Facilities"). All obligations under the DDTL Facilities, other than the DDTL 4.0 Facility, are unconditionally guaranteed by us. The DDTL 4.0 Facility is non-recourse, except for limited guarantees related to customary non-recourse carve-out obligations. In November 2025, we amended our Revolving Credit Facility to increase its capacity to $2.5 billion, to modify certain covenant metrics, and to extend its maturity to November 2029 (together with the DDTL Facilities, the "Credit Facilities"). As of MarchJune 31,30, 2026, we had entered into the OEM and Software License Financing Arrangements and obtained financing for certain equipment and software licenses with an aggregate notionaloutstanding balance of $6.7$5.1 billion. In May 2025, we issued $2.0 billion in aggregate principal amount of 2030 Senior Notes. In July 2025, we issued $1.75$1.8 billion in aggregate principal amount of 2031 9.00% Senior Notes. In December 2025, we issued $2.6 billion in aggregate principal amount of 1.75% Convertible Senior Notes due 2031 (the "2031 Convertible Senior Notes"). In April 2026, we issued $2.75$2.8 billion in aggregate principal amount of 9.750% Senior Notes due 2031 (the "Additional2031 20319.75% Senior Notes") and $4.0 billion in aggregate principal amount of 1.75% Convertible Senior Notes due 2032 (the “2032 Convertible Senior Notes”). In June 2026, we issued $1.3 billion in aggregate principal amount of 9.625% Senior Notes due 2032 (the "2032 9.625% Senior Notes") and €2.0 billion in aggregate principal amount of euro-denominated 8.500% Senior Notes due 2032 (the "2032 EUR Senior Notes" and, together with the 2032 9.625% Senior Notes, the "2032 Senior Notes" and, together with the 2030 Senior Notes, the 2031 9.00% Senior Notes, the Additional2031 20319.75% Senior Notes andNotes, the 2031 Convertible Senior Notes, and the 2032 Convertible Senior Notes, the "Notes"). The Notes are guaranteed on a senior unsecured basis by certain of our wholly-owned subsidiaries and certain of our future direct and indirect wholly owned domestic restricted subsidiaries that guarantee the Revolving Credit Facility.

In addition to our substantial debt, we lease all of our data centers and certain equipment under lease agreements, some of which are accounted for as operating leases. As of MarchJune 31,30, 2026, we recorded operating lease liabilities of $10.1$16.3 billion, which representsrepresent our obligation to make lease payments under those lease arrangements. Subject to the limits contained in the credit agreements that govern our Credit Facilities and the indentures that govern the Notes, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could increase. Specifically, our high level of debt could have important consequences, including the following:

Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, all of which are beyond our control, including the availability of financing in the international banking and capital markets. We cannot ensure that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs. For the threesix months ended MarchJune 31,30, 2026, our cash flows dedicated for debt service requirements totaled $1.8approximately $6.2 billion, whichconsisting includesof $5.2 billion of principal payments and $982 million of $1.3 billion and interest payments of $459 million,payments, inclusive of $95$176 million related to capitalized interest. For the threesix months ended MarchJune 31,30, 2026, our net cash provided by operating activities was $3.0$3.7 billion, which includes interest paid, net of capitalized amounts,amounts of $364$806 million. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. Further, any refinancing or restructuring of our indebtedness could be at higher interest rates, may cause us to incur debt extinguishment costs, and may require us to comply with more onerous covenants that could further restrict our business operations. Moreover, in the event of a default, the holders of our indebtedness could elect to declare such indebtedness to be due and payable and/or elect to exercise other rights, such as the lenders under our Revolving Credit Facility terminating their commitments thereunder and ceasing to make further loans or the lenders under our DDTL Facilities instituting foreclosure proceedings against their collateral, any of which could materially adversely affect our business, operating results, financial condition, and prospects.

Additionally, financing through debt has historically been an important source of additional capital for us, and we intend to continue to use debt as a source of financing in the future. As such, we and our subsidiaries are able to incur additional debt and may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. Our existing debt agreements restrict our ability to incur additional indebtedness, including secured indebtedness, but if those restrictions are waived, or the Facilities or Notes mature or are repaid, we may not be subject to such restrictions under the terms of any subsequent indebtedness. If we were to assume debt in connection with an acquisition of a company or line of business, we may have limited or no ability to negotiate the restrictions and covenants included in the agreements or instruments providing for such debt, and such restrictions and covenants may require us to change how we operate and, therefore, could have a material adverse effect on us.

Furthermore, the majority of the debt under our Credit Facilities bears interest at variable rates, the majority of which is unhedged. If interest rates associated with our floating rate debt (e.g., SOFR) increase, our debt service obligations on our Credit Facilities would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. In addition, an increase in suchinterest rates both for our existing floating rate debt and for prevailing market interest rates could adversely affect our future ability to obtain financing orfinancing, materially increase the cost of any additional financing.financing, and could materially and adversely affect our stock price.

Our Class B common stock has ten votes per share, our Class A common stock has one vote per share, and our Class C common stock has no votes per share. As of MarchJune 31,30, 2026, our Co-Founders collectively hold all of the issued and outstanding shares of our Class B common stock. Because of the ten-to-one voting ratio between our Class B common stock and Class A common stock, our Co-Founders collectively continue to control a significant percentage of the combined voting power of our common stock, which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by our Co-Founders pursuant to their equity exchange rights which provide each Co-Founder with the right (but not obligation) to require us to exchange, for shares of our Class B common stock, any shares of our Class A common stock received by him upon the exercise or settlement of equity awards for shares of our Class A common stock granted prior to September 2024. Therefore, our Co-Founders, individually or together, will be able to significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions. Our Co-Founders, individually or together, may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company, and might ultimately affect the market price of our Class A common stock.

ThereIn many jurisdictions there is an increasing focus from certain regulators, investors, employees, users,customers, and other stakeholders concerningon corporate responsibility, specifically related toincluding environmental, social, and governance ("ESG") matters both in the United States and internationally. Some investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policiespolicies, andpractices, actionsdisclosures or performance relating to corporate responsibility are inadequate. Further,The thererapid isgrowth particular focus on concerns relating toof AI andhas itsalso impactresulted onin theincreasing environment, including the power-intensive naturescrutiny of the industry,environmental highimpacts associated with the development and operation of AI systems and the data center infrastructure that supports them. These impacts may include substantial energy demand and associated greenhouse gas emissions, water consumption ofassociated water,with certain cooling technologies, land use, and reliance on critical minerals and rare elements,elements in data center equipment. Certain stakeholders are calling for greater transparency regarding these impacts, including more detailed disclosures regarding energy and water usage and greenhouse gas emissions. Although we arehave focused onestablished sustainability goals and initiatives to mitigate the environmental impacts of our operations.operations, Wewe may experience heightened scrutiny from our stakeholders and potential investors around these issues. We may also face reputational damage in the event that we do not meet the sustainability or ESG standards set by various constituencies or fail, or are perceived to fail, in our achievement of our sustainability goals, initiatives, or commitments. The methodologies, assumptions and data used to measure environmental impacts, including impacts attributable to AI workloads may be incomplete, inconsistent or subject to change, which could make it difficult to provide comparable or sufficiently granular information. Customers may request detailed sustainability data from us or may request that we align with their sustainability targets and initiatives. Responding to these requests may require significant time and resources.

Our sustainability initiatives, goals, or commitments could be difficult to achieve or costly to implement. Moreover, compliance with recently adoptedexisting and potentialfuture upcomingsustainability disclosure and ESG requirements,requirements includingin Californiajurisdictions legislationin thatwhich requireswe variousoperate could require the dedication of significant time and resources. Such disclosure requirements include, among others, California’s greenhouse gas emissions and climate-related disclosuresfinancial-risk disclosure laws (California Senate Bills 253 and emissions reporting,261); the European Union's Corporate Sustainability Reporting Directive (CSRD) and Corporate Sustainability Due Diligence Directive (CS DDDCSDDD),; the United Kingdom's Streamlined Energy and Carbon Reporting (SECR) framework,framework; and the SpanishSpain's Royal Decree 214/2025,2025. will require the dedication of significant timeThese and resources.other requirements may be subject to further legislation, judicial challenge and delays, amendments or changes in scope or interpretation, creating uncertainty regarding whether and how they apply to us. Our ability to meet stakeholder expectations is also subject to external factors outside of our control including the ability and willingness of our suppliers to reduce emissions and the advancement of new emission reducing technologies. In addition, global clientscustomers and investors often rely on third-party ESG rating systems for bidsprocurement, investment and buyingother practices,decisions. and yet theThe criteria used in the ratings may conflictbe andopaque, inconsistent, subject to differing interpretations, or change frequently.without notice. Thus, we cannot predict how these third parties will score us and do not have any assurance that they will score us or other companies accurately or that we will be able to score well should such criteria change.

•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.

•CoreWeave Mission ControlTM.Control®. 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.

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.

We expect to continue incurring additional expenses as a result of operatingprojected asfuture a public company,growth, including expenses to comply withsupport the rulesoverall andgrowth regulationstrajectory applicableof tothe companiesbusiness listedincluding onour ainternational national securities exchange,expansion, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and professional services.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Revenue for the three months ended MarchJune 31,30, 2026 increased by $1.1$1.4 billion, or 112%, compared to the three months ended MarchJune 31,30, 2025. Revenue for the six months ended June 30, 2026 increased by $2.5 billion, or 112%, compared to the six months ended June 30, 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%93% of the revenue increase in revenueboth the three and six months ended June 30, 2026 was attributable to expansion within our existing customer basebase, andwith the remaining increase wasremainder attributable to new customers for the three months ended March 31, 2026.customers.

Cost of revenue for the three months ended MarchJune 31,30, 2026 increased by $454$566 million, or 173%,181%, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily attributable to higherthe costsexpansion directlyof related to running ourexisting data centers to supportand 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$335 million, and an increase in data center utilities and power spend of approximately $85$87 million. The increase is also attributable to an increase in depreciation and amortization related to power installation and distribution systems of approximately $60$79 million.

Technology and infrastructure expense for the three months ended MarchJune 31,30, 2026 increased by $712$837 million, or 127%,125%, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily attributable to an increase in depreciation and amortization of approximately $642$752 million, from $429$537 million for the three months ended MarchJune 31,30, 2025, to $1.1approximately $1.3 billion for the three months ended MarchJune 31,30, 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.

Sales and marketing expense for the three months ended MarchJune 31,30, 2026 increased by $58$24 million, or 527%,67%, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily attributable to an increase of approximately $26$12 million in personnel costs, including stock-based compensation, and an increase of $23 million of advertising and sponsorship expenses.compensation.

General and administrative expense for the three months ended MarchJune 31,30, 2026 decreasedincreased by $11$4 million, or 6%,2%, compared to the three months ended MarchJune 31,30, 2025. This decreaseincrease was primarily attributable to aan decreaseincrease of approximately $26$14 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.compensation.

Interest expense, net for the three months ended MarchJune 31,30, 2026 increased by $272$373 million, or 103%,140%, compared to the three months ended MarchJune 31,30, 2025. Interest expense, net for the six months ended June 30, 2026 increased by $645 million, or 121%, compared to the six months ended June 30, 2025. These increases were primarily attributable to increased borrowing levels and total debt obligations.

Other income (expense), net for the three months ended MarchJune 31,30, 2026 changed favorably by $29$119 million, or 580%,million compared to the three months ended MarchJune 31,30, 2025. This change was primarily attributable to annet increaseunrealized ingains intereston andfair investmentvalue incomeadjustments related to our strategic investments of approximately $22$109 million and favorable foreign exchange gains andof approximately $34 million, partially offset by a loss of approximately $38 million on an equity method investment reflecting our allocated share of losses ofon $18the million.investments in our unconsolidated joint venture.

TheProvision increasefor inincome tax provisiontaxes for the three months ended MarchJune 31,30, 2026,2026 aschanged by $14 million, or 29%, compared to the three months ended MarchJune 31,30, 2025,2025. isThis change was primarily due to a nonrecurring item from 2025. Provision for income taxes for the six months ended June 30, 2026 changed by $52 million, or 55%, compared to the six months ended June 30, 2025. This change was primarily due to an increase in losses before income taxes and the inability to record a tax benefit from deferred tax assets generated.

We have generated significant losses from operations, as reflected in our accumulated deficit of $3.4$4.0 billion as of MarchJune 31,30, 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.

Net cash provided by operating activities was $3.0$3.7 billion for the threesix months ended MarchJune 31,30, 20262026, as compared to net cash providedused byin operating activities of $0.1$190 billionmillion for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by an increase in cash received from customers and timing of payments for operating expenses.

Net cash used in investing activities was $7.7$14.9 billion for the threesix months ended MarchJune 31,30, 2026, as compared to $1.4$3.9 billion for the threesix months ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2025.

Net cash provided by financing activities was $3.9$14.0 billion for the threesix months ended MarchJune 31,30, 2026, as compared to $1.9$4.1 billion for the threesix months ended MarchJune 31,30, 2025. The increase was driven by the issuance of debt and common stock. The increase was partially offset by higher payments on debt.

During the threesix months ended MarchJune 31,30, 2026 and 2025, cash paid for property and equipment was $7.7$14.1 billion and $1.4$3.9 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.

Our significant contractual obligations as of MarchJune 31,30, 2026 consisted of:

Refer to Note 3—Investments and Fair Value Measurements, Note 8—Leases, Note 9—Commitments and Contingencies, and Note 10—Debt to our unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information.

As of MarchJune 31,30, 2026, we had $11.8$13.6 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.

As of MarchJune 31,30, 2026, we had $6.4$16.6 billion aggregate outstanding principal amount of Notes composed of the following:

•$1.8 billion aggregate principal amount of 2031 9.00% Senior Notes;

•$2.6$2.8 billion aggregate principal amount of 2031 Convertible9.75% Senior Notes.Notes;

We have also entered into various agreements with original equipment manufacturers and a software license vendor,vendor (the "OEM and Software License Financing Arrangements"), pursuant to which we obtained financing for certain equipment and software license.

Additionally, we had $686$2.0 millionbillion of available capacity under our $2.5 billion Revolving Credit Facility as of MarchJune 31,30, 2026.

Refer to Note 10—Debt to our unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information related toabout our debt.