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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ________________

Commission file number 001-42563

_________________________

CoreWeave, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware									82-3060021
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ									07039
(Address of Principal Executive Offices)									(Zip Code)

(973) 270-9737

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.000005 par value per share	CRWV	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No ☒

As of November 3, 2025, CoreWeave, Inc. had outstanding 386,401,201 shares of Class A common stock, 111,916,311 shares of Class B common stock, and 0 shares of Class C common stock, each with a par value of $0.000005.

Table of Contents

TABLE OF CONTENTS


			Page

Special Note Regarding Forward-Looking Statements			3

Part I - Financial Information			5
Item 1. Financial Statements (Unaudited)			5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			44
Item 3. Quantitative and Qualitative Disclosures About Market Risk			56
Item 4. Controls and Procedures			57

Part II - Other Information			59
Item 1. Legal Proceedings			59
Item 1A. Risk Factors			59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			106
Item 3. Defaults Upon Senior Securities			106
Item 4. Mine Safety Disclosures			107
Item 5. Other Information			107
Item 6. Exhibits			109
Signatures			112

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "potential," "continue," "anticipate," "intend," "expect," "could," "would," "project," "plan," "target," and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, operating margin, operating expenses, including changes in operating expenses, and our ability to achieve and maintain future profitability;

•our business plan and our ability to effectively manage our growth and maintain our corporate culture;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•market acceptance of our platform, solutions, and services;

•beliefs and objectives for future operations;

•our ability to successfully retain and expand usage of our existing customers and attract new customers;

•the percentages of remaining performance obligations that we expect to recognize as revenue over respective future periods;

•our ability to develop and introduce new products and solutions and bring them to market in a timely manner;

•our expectations concerning relationships with third parties, including IT service providers, business partners, vendors, suppliers, and cloud-based service providers;

•our ability to maintain, protect, and enhance our intellectual property rights;

•our ability to expand internationally;

•the effects of increased competition in our markets and our ability to compete effectively;

•our ability to identify, recruit, hire, and retain skilled personnel, including key members of senior management;

•our intention to continue to make investments in talent and our platform infrastructure;

•our ability to realize and the expected timing for the benefits and impacts of our acquisitions of Weights & Biases, Inc., OpenPipe Inc., Marimo Inc., and Monolith AI Limited;

•our ability to raise additional capital, including our ability to enter into new efficient financing structures;

•future acquisitions or investments in complementary companies or products;

•our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally;

•our ability to maintain the security and availability of our platform and protect against data breaches and other security incidents;

•economic and industry trends, projected growth, or trend analysis, particularly as it relates to AI compute;

•general economic conditions in the United States and globally, including the effects of global geopolitical conflicts, inflation, tariffs, trade controls, interest rates, any instability in the global banking sector, and foreign currency exchange rates;

•our ability to operate and grow our business in light of macroeconomic uncertainty;

•our ability to remediate our material weaknesses in our internal control over financial reporting;

•increased expenses associated with being a public company; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Table of Contents

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on any forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in such forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, restructurings, joint ventures, partnerships, or investments we may make.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


			Page
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements of Operations			7
Condensed Consolidated Statements of Comprehensive Loss			8
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders ' Equity (Deficit)			9
Condensed Consolidated Statements of Cash Flows			13
Notes to Condensed Consolidated Financial Statements			14

Table of Contents

COREWEAVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	September 30, 2025		December 31, 2024

Assets
Current assets
Cash and cash equivalents	$	1,894,399	$	1,361,083
Restricted cash and cash equivalents, current	596,777		37,394
Marketable securities	47,449		—
Accounts receivable, net	1,659,229		416,526
Prepaid expenses and other current assets	533,429		101,246
Total current assets	4,731,283		1,916,249
Restricted cash and cash equivalents, non-current	477,515		637,356
Restricted marketable securities, non-current	—		29,308
Property and equipment, net	20,659,181		11,914,774
Operating lease right-of-use assets	4,677,057		2,589,547
Intangible assets, net	200,001		4,909
Goodwill	829,979		19,544
Other non-current assets(a)	1,335,482		720,912
Total assets	$	32,910,498	$	17,832,599
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable	$	1,156,978	$	868,259
Accrued liabilities	3,172,274		355,821
Debt, current(a)	3,712,177		2,468,425
Deferred revenue, current	1,107,580		768,927
Operating lease liabilities, current	345,472		213,104
Finance lease liabilities, current	48,990		57,801
Other current liabilities(a)	171,401		230,244
Total current liabilities	9,714,872		4,962,581
Debt, non-current(a)	10,322,757		5,457,915
Derivative and warrant liabilities	1,710		200,089
Deferred revenue, non-current	4,228,222		3,294,977
Operating lease liabilities, non-current	4,378,869		2,388,912
Finance lease liabilities, non-current	12		34,120
Deferred tax liabilities, non-current	117,633		149,232
Other non-current liabilities	268,409		36,260
Total liabilities	29,032,484		16,524,086
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock(a)
Redeemable convertible preferred stock, $0.000005 par value per share, no and 206,169 shares authorized as of September 30, 2025 and December 31, 2024, respectively; no and 184,635 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	—		1,722,111
Stockholders' equity (deficit)
Preferred stock, $0.000005 par value per share, 100,000 and no shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares issued and outstanding as of September 30, 2025 and December 31, 2024	—		—
Class A common stock, $0.000005 par value per share, 3,000,000 and 540,680 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 391,445 and 121,277 shares issued as of September 30, 2025 and December 31, 2024, respectively; and 384,857 and 114,689 shares outstanding as of September 30, 2025 and December 31, 2024, respectively	2		1
Class B common stock, $0.000005 par value per share, 200,000 and 150,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 112,733 and 118,198 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	0		0
Class C common stock, $0.000005 par value per share, 200,000 and no shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares issued and outstanding as of September 30, 2025 and December 31, 2024	—		—
Treasury stock, at cost, 6,588 shares as of September 30, 2025 and December 31, 2024	(33,524)		(33,524)
Additional paid-in capital	6,104,329		1,096,160
Accumulated other comprehensive loss	(1,284)		—
Accumulated deficit	(2,191,509)		(1,476,235)
Total stockholders' equity (deficit)	3,878,014		(413,598)
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit)	$	32,910,498	$	17,832,599

(a)Refer to Note 14—Related-Party Transactions for further information on related party arrangements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COREWEAVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,
		2025		2024		2025		2024

Revenue		$	1,364,676	$	583,941	$	3,559,096	$	1,167,996
Operating expenses:
Cost of revenue		368,824		143,134		943,885		311,192
Technology and infrastructure		747,479		285,509		1,978,794		561,276
Sales and marketing		44,645		4,554		91,993		12,776
General and administrative		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(a)		(310,555)		(104,375)		(841,356)		(211,797)
Other income, net		21,901		10,244		22,787		34,110
Loss before 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)
Net loss attributable to common stockholders, basic		$	(110,124)	$	(389,167)	$	(743,996)	$	(857,032)
Net loss attributable to common stockholders, diluted		$	(110,124)	$	(389,167)	$	(770,841)	$	(857,032)
Net loss per share attributable to common stockholders, basic		$	(0.22)	$	(1.82)	$	(1.81)	$	(4.06)
Net loss per share attributable to common stockholders, diluted		$	(0.22)	$	(1.82)	$	(1.87)	$	(4.06)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic		497,886		213,806		410,954		210,889
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted		497,886		213,806		412,178		210,889

(a) Refer to Note 14—Related-Party Transactions for further information on related party arrangements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COREWEAVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Net loss	$	(110,124)	$	(359,807)	$	(715,274)	$	(812,076)
Other comprehensive income (loss):
Unrealized gain on available-for-sale marketable securities, net	31		73		31		158
Change in fair value of derivatives, net	(1,044)		—		(1,315)		—
Total comprehensive loss	$	(111,137)	$	(359,734)	$	(716,558)	$	(811,918)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COREWEAVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands)

(unaudited)


	Redeemable Convertible Preferred Stock			Redeemable Class A Common Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balance, December 31, 2024	184,635	$	1,722,111	—	$	—	232,887	$	1	$	(33,524)	$	1,096,160	$	—	$	(1,476,235)	$	(413,598)
Series C redeemable convertible preferred stock accretion to redemption value	—	29		—	—		—	—		—		(29)		—		—		(29)
Cash dividend on Series C redeemable convertible preferred stock	—	—		—	—		—	—		—		(28,693)		—		—		(28,693)
Reclassification of warrants from liability to equity classified	—	—		—	—		—	—		—		172,808		—		—		172,808
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs	—	—		—	—		36,590	—		—		1,391,515		—		—		1,391,515
Conversion of redeemable convertible preferred stock in connection with initial public offering	(184,635)	(1,722,140)		29,874	1,163,159		155,112	1		—		558,981		—		—		558,982
Issuance of common stock for contract incentive	—	—		—	—		8,750	—		—		350,000		—		—		350,000
Issuance of common stock upon vesting of restricted stock units	—	—		—	—		911	—		—		—		—		—		—
Tax withholdings on settlement of restricted stock units	—	—		—	—		(392)	—		—		(15,685)		—		—		(15,685)
Exercise of stock options	—	—		—	—		1,675	—		—		2,794		—		—		2,794
Stock-based compensation expense	—	—		—	—		—	—		—		202,670		—		—		202,670
Net loss	—	—		—	—		—	—		—		—		—		(314,641)		(314,641)
Balance, March 31, 2025	—	—		29,874	1,163,159		435,533	2		(33,524)		3,730,521		—		(1,790,876)		1,906,123
Issuance of common stock upon underwriters' exercise of over-allotment option, net of underwriting discounts and commissions	—	—		—	—		1,760	—		—		67,669		—		—		67,669

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Issuance of common stock and restricted stock awards for business combination	—	—		—	—		19,174	—		—		928,900		—		—		928,900
Issuance of replacement restricted stock units for business combination	—	—		—	—		—	—		—		3,861		—		—		3,861
Tax withholdings on issuance of common stock and restricted stock awards for business combination	—	—		—	—		(472)	—		—		(24,332)		—		—		(24,332)
Issuance of common stock upon vesting of restricted stock units	—	—		—	—		1,811	—		—		—		—		—		—
Tax withholdings on settlement of restricted stock units	—	—		—	—		(904)	—		—		(92,541)		—		—		(92,541)
Exercise of stock options	—	—		—	—		1,275	—		—		1,744		—		—		1,744
Stock-based compensation expense	—	—		—	—		—	—		—		157,003		—		—		157,003
Other comprehensive loss	—	—		—	—		—	—		—		—		(271)		—		(271)
Net loss	—	—		—	—		—	—		—		—		—		(290,509)		(290,509)
Balance, June 30, 2025	—	—		29,874	1,163,159		458,177	2		(33,524)		4,772,825		(271)		(2,081,385)		2,657,647
Issuance of common stock and restricted stock awards for business combinations	—	—		—	—		359	—		—		9,954		—		—		9,954
Issuance of common stock upon vesting of restricted stock units	—	—		—	—		1,639	—		—		—		—		—		—
Tax withholdings on settlement of restricted stock units	—	—		—	—		(110)	—		—		(11,485)		—		—		(11,485)
Exercise of stock options	—	—		—	—		7,651	—		—		12,981		—		—		12,981
Reclassification of redeemable Class A common stock to Class A common stock	—	—		(29,874)	(1,163,159)		29,874	—		—		1,163,159		—		—		1,163,159
Stock-based compensation expense	—	—		—	—		—	—		—		156,895		—		—		156,895
Other comprehensive loss	—	—		—	—		—	—		—		—		(1,013)		—		(1,013)
Net loss	—	—		—	—		—	—		—		—		—		(110,124)		(110,124)
Balance, September 30, 2025	—	$	—	—	$	—	497,590	$	2	$	(33,524)	$	6,104,329	$	(1,284)	$	(2,191,509)	$	3,878,014

The accompanying notes are an integral part of these condensed consolidated financial statements.

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	Redeemable Convertible Preferred Stock			Redeemable Class A Common Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balance, December 31, 2023	154,678	$	464,690	—	$	—	203,520	$	1	$	(32,054)	$	48,397	$	(148)	$	(612,787)	$	(596,591)
Issuance of Series B redeemable convertible preferred stock	4,483	25,000		—	—		—	—		—		—		—		—		—
Closing settlement of Series B tranche option	—	69,598		—	—		—	—		—		—		—		—		—
Exercise of stock options	—	—		—	—		215	—		—		45		—		—		45
Stock-based compensation expense	—	—		—	—		—	—		—		10,181		—		—		10,181
Other comprehensive income	—	—		—	—		—	—		—		—		58		—		58
Net loss	—	—		—	—		—	—		—		—		—		(129,248)		(129,248)
Balance, March 31, 2024	159,161	559,288		—	—		203,735	1		(32,054)		58,623		(90)		(742,035)		(715,555)
Issuance of Series C redeemable convertible preferred stock, net of issuance costs of $3.0 million	29,523	1,147,476		—	—		—	—		—		—		—		—		—
Series C redeemable convertible preferred stock accretion to redemption value	—	14		—	—		—	—		—		(14)		—		—		(14)
Paid-in-kind dividend on Series C redeemable convertible preferred stock	—	15,582		—	—		—	—		—		(15,582)		—		—		(15,582)
Exercise of stock options	—	—		—	—		411	—		—		597		—		—		597
Repurchase of common stock for business combination	—	—		—	—		(2,105)	—		—		—		—		—		—
Stock-based compensation expense	—	—		—	—		—	—		—		9,608		—		—		9,608
Other comprehensive income	—	—		—	—		—	—		—		—		27		—		27
Net loss	—	—		—	—		—	—		—		—		—		(323,021)		(323,021)
Balance, June 30, 2024	188,684	1,722,360		—	—		202,041	1		(32,054)		53,232		(63)		(1,065,056)		(1,043,940)
Series C redeemable convertible preferred stock accretion to redemption value	—	29		—	—		—	—		—		(29)		—		—		(29)
Cash dividend on Series C redeemable convertible preferred stock	—	—		—	—		—	—		—		(29,331)		—		—		(29,331)
Conversion of convertible notes to common stock	—	—		—	—		24,544	—		—		1,080,295		—		—		1,080,295
Exercise of stock options	—	—		—	—		664	—		—		685		—		—		685

The accompanying notes are an integral part of these condensed consolidated financial statements.

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	Redeemable Convertible Preferred Stock			Redeemable Class A Common Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Repurchases of common stock from an employee	—	—		—	—		—	—		(1,470)		—		—		—		(1,470)
Stock-based compensation expense	—	—		—	—		—	—		—		9,497		—		—		9,497
Other comprehensive income	—	—		—	—		—	—		—		—		73		—		73
Net loss	—	—		—	—		—	—		—		—		—		(359,807)		(359,807)
Balance, September 30, 2024	188,684	$	1,722,389	—	$	—	227,249	$	1	$	(33,524)	$	1,114,349	$	10	$	(1,424,863)	$	(344,027)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COREWEAVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
		2025		2024
Cash flows from operating activities:
Net loss		$	(715,274)	$	(812,076)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		1,633,457		497,994
Non-cash lease expense		233,836		79,470
Amortization of debt discounts and issuance costs and accretion of redemption premiums		87,776		23,002
Loss (gain) on fair value adjustments		(26,837)		748,864
Stock-based compensation		473,409		23,466
Debt extinguishment loss		14,486		11,708
Deferred income taxes		(37,141)		80,252
Other non-cash reconciling items		49,388		1,075
Changes in operating assets and liabilities, net of effect of business acquisition:
Accounts receivable		(1,252,507)		(332,347)
Prepaid expenses and other current assets		(171,034)		(54,538)
Accounts payable and accrued expenses		333,211		336,347
Deferred revenue		1,402,164		2,417,010
Lease liabilities		(181,061)		(45,119)
Other non-current assets		(344,822)		(415,348)
Other liabilities		—		2,676
Net cash provided by operating activities		$	1,499,051	$	2,562,436
Cash flows from investing activities:
Purchase of property and equipment, including capitalized internal-use software		$	(6,249,239)	$	(5,204,251)
Sale of available-for-sale marketable securities		—		1,270
Maturities of marketable securities		29,308		94,638
Purchase of marketable securities		(47,246)		(34,053)
Purchase of strategic investments		—		(50,000)
Sale of warrants received as lease incentive		100,645		—
Business combinations, net of cash acquired		(55,918)		—
Issuance of notes receivable		(73,000)		—
Other investing activities		(49,849)		(1,433)
Net cash used in investing activities		$	(6,345,299)	$	(5,193,829)
Cash flows from financing activities:
Proceeds from issuance of debt		$	7,562,686	$	3,329,121
Repayments of debt		(2,978,850)		(364,127)
Payment of debt issuance costs		(46,086)		(3,479)
Issuance of redeemable convertible preferred stock, net of issuance costs		—		1,172,476
Redeemable convertible preferred stock cash dividends paid		(28,693)		(29,331)
Proceeds from exercise of stock options		17,519		1,327
Proceeds from initial public offering, net of underwriting discounts and commissions		1,422,619		—
Issuance of common stock in connection with over-allotment exercise, net of underwriting discounts and commissions		67,669		—
Payment of tax withholdings on settlement of RSUs		(144,043)		—
Deferred offering costs paid		(28,769)		—
Common stock repurchased		—		(1,470)
Other financing activities		(64,946)		(31,149)
Net cash provided by financing activities		$	5,779,106	$	4,073,368
Net increase in cash, cash equivalents, and restricted cash		$	932,858	$	1,441,975
Cash, cash equivalents, and restricted cash—beginning of period		2,035,833		480,075
Cash, cash equivalents, and restricted cash—end of period		$	2,968,691	$	1,922,050
Supplemental disclosures of cash flow information:
Cash paid for interest, net of capitalized amounts		$	557,124	$	97,426
Non-cash investing and financing activities:
Capitalized interest not yet paid		$	49,093	$	9,969
Operating lease right-of-use assets acquired through lease liability		2,323,202		1,368,808
Liabilities related to property and equipment additions, including OEM financed additions		4,788,343		1,336,832
Issuance of common stock for contract incentive		350,000		—
Issuance of common stock in connection with conversion of convertible notes		—		1,080,295
Reclassification of redeemable Class A common stock to Class A common stock		1,163,159		—
Conversion of redeemable convertible preferred stock in connection with initial public offering		1,722,140		—
Fair value of common stock issued as consideration for a business combination		938,854		—
Fair value of equity awards assumed in a business combination		3,861		—
Reclassification of warrant liabilities to equity		172,808		—
Settlement of Series B tranche liability		—		69,598
Reclassification of customer deposit to debt		230,244		—
Non-cash investments		74,305		7,633
Warrants received as lease incentive		222,332		—
Reconciliation of cash, cash equivalents, and restricted cash to condensed consolidated balance sheets:
Cash and cash equivalents		$	1,894,399	$	1,355,216
Restricted cash and cash equivalents, current		596,777		69,576
Restricted cash and cash equivalents, non-current		477,515		497,258
Total cash, cash equivalents, and restricted cash		$	2,968,691	$	1,922,050

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Overview and Summary of Significant Accounting Policies

Organization and Description of Business

CoreWeave, Inc. (together with its subsidiaries, the "Company" or "CoreWeave"), was originally formed as a Delaware limited liability company in 2017 and then converted to a Delaware corporation in 2018. The Company is headquartered in Livingston, New Jersey. The Company is a modern cloud infrastructure technology company which offers the CoreWeave Cloud Platform that consists of proprietary software and cloud services that deliver the automation and efficiency needed to manage complex artificial intelligence ("AI") infrastructure at scale.

Initial Public Offering

In March 2025, the Company completed its initial public offering ("IPO"), in which the Company issued and sold 36,590,000 shares of its Class A common stock at a public offering price of $40.00 per share, which resulted in net proceeds of $1.4 billion after deducting the underwriting discounts and commissions and before deducting offering costs of $31 million. In April 2025, the underwriters exercised a portion of their over-allotment option and purchased from the Company an additional 1,760,000 shares of Class A common stock at the IPO price, which resulted in net proceeds to the Company of $68 million after deducting the underwriting discounts and commissions.

In connection with the IPO, all outstanding shares of the Company's Series Seed, Series A, Series B, and Series B-1 redeemable convertible preferred stock automatically converted into 155,111,700 shares of Class A common stock, and all outstanding shares of the Company's Series C redeemable convertible preferred stock were automatically converted into 29,874,066 shares of redeemable Class A common stock. Refer to Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit) for additional information.

In connection with the IPO, the Company recognized $177 million of stock-based compensation expense, net of $17 million of capitalized costs, primarily related to the development of internal-use software, associated with vested restricted stock units ("RSUs") with a liquidity-event performance-based vesting condition which was satisfied in connection with the IPO and for which the service-based vesting condition had also been satisfied as of that date. Concurrently with the IPO, the Company issued shares of its Class A common stock upon settlement of RSUs subject to such performance-based vesting conditions. To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 392,135 shares underlying such equity awards, resulting in the net issuance of 518,785 shares of Class A common stock. Based on the IPO price of $40.00 per share, the Company’s related tax withholding obligation was $16 million and was paid during the three months ended March 31, 2025. Refer to Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit) for additional information.

At the closing of the IPO, the maturity date of the Company's 2024 Term Loan Facility (as defined in Note 10—Debt), accelerated and became due in April 2025, and the Company became subject to a requirement to fund $500 million into designated escrow accounts in connection with its DDTL 2.0 Facility (as defined in Note 10—Debt). In April 2025, the conditions requiring restriction of this amount were lifted and the $500 million previously classified as restricted cash, current, in connection with the DDTL 2.0 Facility was no longer restricted. Refer to Note 10—Debt for additional information.

Prior to the IPO, deferred offering costs, which consisted of accounting, legal and other fees directly related to the IPO, were capitalized as other non-current assets on the condensed consolidated balance sheets. In connection with the IPO, $31 million of deferred offering costs were reclassified to stockholders' equity (deficit) as a reduction of the net proceeds received from the IPO.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and include the accounts of the Company and its wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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These unaudited interim condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary to fairly state the Company’s financial position and results of operations. The interim results are not necessarily indicative of the operating results expected for the full year or any future period.

The Company determines at inception of each arrangement whether an entity in which the Company has made an investment or in which the Company has other variable interests is considered a variable interest entity ("VIE"). Investments that are considered VIEs are evaluated to determine whether the Company is the primary beneficiary of the VIE, in which case it would be required to consolidate the entity. The Company evaluates whether it has (1) the power to direct the activities that most significantly impact the VIE's economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the Company is not the primary beneficiary of the VIE, the investment or other variable interest is accounted for in accordance with applicable U.S. GAAP.

In circumstances where an entity does not have the characteristics of a VIE, it would be considered a voting interest entity ("VOE"). The Company would consolidate a VOE when the Company has a majority equity interest and has control over significant operating, financial, and investing decisions of the entity.

Stock Split

In March 2025, the Company effected a twenty-for-one stock split of its common stock and redeemable convertible preferred stock. All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. Significant estimates include the fair value of financial assets and liabilities; useful lives assigned to property and equipment; the discount rates used for operating and finance leases; valuation of derivative and warrant liabilities; stock-based compensation, including the determination of the fair value of the Company's common stock prior to the IPO; valuation of acquired intangible assets; the assessment of recoverability of intangible assets and their estimated useful lives; and accounting for income taxes, including the valuation allowance on deferred tax assets and the measurement of uncertain tax positions. Assumptions are reviewed regularly to ensure they remain relevant and reasonable, particularly in areas of high subjectivity. The Company bases its estimates on historical experience and assumptions that management considers reasonable.

Significant Accounting Policies

The Company's significant accounting policies are discussed in "Note 1—Overview and Summary of Significant Accounting Policies" of the audited consolidated financial statements for the fiscal year ended December 31, 2024, included in the Company's final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with the IPO (the "Prospectus"). During the nine months ended September 30, 2025, the Company updated its derivative instruments and joint venture accounting policies as described below. Other than these updates, there have been no material changes to the Company's accounting policies.

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Derivative Financial Instruments and Hedging

The Company uses derivative financial instruments to manage risk associated with interest rate and foreign currency fluctuations. These instruments include interest rate swaps designated as cash flow hedges and foreign exchange forward contracts used as non-designated economic hedges. All derivative instruments are recognized on the condensed consolidated balance sheets at fair value in accordance with Accounting Standards Codification ("ASC") 815, Derivatives and Hedging ("ASC 815"). The Company's interest rate swaps and foreign currency forward contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates. The Company does not enter into derivatives for trading or speculative purposes. However, certain debt and equity financing transactions are derivatives in their entirety or include embedded features that are bifurcated and accounted for as embedded derivatives. Refer to Note 10—Debt for additional information about derivatives associated with financing transactions.

Additionally, the Company enters into power purchase agreements ("PPAs") to secure power capacity for existing, under construction, and planned data center builds. These agreements are specifically designed to support the Company in managing its energy needs as it encounters rapidly increasing energy demands. Agreements that do not meet the 'normal purchase and normal sale' scope exception, contain a notional amount and are for delivery of electricity in markets where notional amounts are readily convertible to cash (or where contracts can be net-settled) are classified as derivative instruments. These derivative instruments are not designated for special hedge accounting under ASC 815, and therefore changes in the value of these contracts are recorded in earnings.

Generally, derivative assets and liabilities are classified as either current or non-current based on the timing of expected settlement. The non-current position is included in other non-current assets or derivative and warrant liabilities on the condensed consolidated balance sheets. Cash flows associated with derivatives are classified in the same category as the cash flows from the items being hedged.

Interest Rate Swaps

The Company enters into interest rate swaps to hedge the variability of cash flows related to interest payments on variable-rate debt. These swaps are designated as cash flow hedges under ASC 815, and therefore the changes in the fair-value of these swaps are recorded in accumulated other comprehensive loss and reclassified into earnings (interest expense, net) when the hedged interest payment is recognized. The Company assesses hedge effectiveness at inception, and on a quarterly basis thereafter, to ensure the hedging relationship is highly effective. As of September 30, 2025, all interest rate swaps were deemed highly effective. Refer to Note 3—Fair Value Measurements for additional information.

Foreign Exchange Forward Contracts

The Company uses forward contracts to mitigate foreign currency risk associated with foreign currency-denominated leasing liabilities. These contracts are not designated as accounting hedges under ASC 815 and therefore considered economic hedges. Changes in the fair-value of these forward contracts are recognized immediately in earnings within other income, net. Refer to Note 3—Fair Value Measurements for additional information.

Joint Ventures

The Company may, from time to time, enter into joint venture arrangements. The Company evaluates these investments in accordance with ASC 810, Consolidation, to determine if it is the primary beneficiary under the VIE model or has a controlling interest under the VOE model and therefore requires consolidation. For those investments in which the Company is not the primary beneficiary, or does not have a controlling financial interest, but exercises significant influence, the equity method of accounting is applied under ASC 323, Investments-Equity Method and Joint Ventures.

Research and Development

Research and development costs were $93 million and $14 million for the three months ended September 30, 2025 and 2024, respectively, and $243 million and $35 million for the nine months ended September 30, 2025 and 2024, respectively, and are included within technology and infrastructure expense in the condensed consolidated statements of operations.

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Segment Information

The Company's chief operating decision maker ("CODM"), the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. The Company operates its business in one operating segment and, therefore, has one reportable segment.

The CODM uses consolidated net loss to measure segment profit or loss in order to identify underlying trends in the performance of the business for purposes of allocating resources and evaluating financial performance. The Company's objective in making resource allocation decisions is to optimize the consolidated financial results. Significant segment expenses that the CODM reviews and utilizes to manage the Company's operations are cost of revenue, technology and infrastructure, sales and marketing, and general and administrative expenses at the consolidated level, which are presented in the Company's condensed consolidated statements of operations. Other segment items included in consolidated net loss include gain (loss) on fair value adjustments, interest expense, net, other income, net, and provision for (benefit from) income taxes, which are presented in the Company's condensed consolidated statements of operations.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the effective tax rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed disclosures, on an annual and interim basis, about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the consolidated statements of operations. This guidance as further clarified through ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) will be effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied either prospectively or retrospectively. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods and services. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Updates are to be applied on a retrospective, or modified retrospective basis. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those recognized in a business combination. The guidance will be effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. Early adoption is permitted.

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Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and simplifies the capitalization guidance for internal-use software by removing references to sequential "development stages" and clarifying that capitalization begins when management has authorized and committed to funding the software project and it is probable the project will be completed and the software will be used as intended, considering any significant uncertainty in development activities. The guidance will be effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance may be applied prospectively, retrospectively, or on a modified retrospective basis, including for in-process projects. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. ASU 2025-07 refines the scope of derivative accounting under Topic 815 and clarifies the treatment of share-based noncash consideration under ASC 606. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

2. Revenue

Disaggregation of Revenue

The Company primarily generates its revenue through providing cloud computing services, which include both committed contracts and on-demand services. Revenue recognized related to customer commitments, including revenue from delivering capacity prior to commitment start dates, represented 98% and 96% of total revenue for the three months ended September 30, 2025 and 2024, respectively, and 98% and 95% of total revenue for the nine months ended September 30, 2025 and 2024, respectively.

Significant Customers

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

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Customer A

67%

65%

70%

58%

Customer B

12%

18%

Customer C

Customer D

Customer E

* Customer did not represent 10% or more of revenue.

The customer references of A through E may represent different customers than those reported in a previous period.

Customer A, C, D, and E accounted for 35%, 31%, 10%, and 10% of accounts receivable, net, respectively, as of September 30, 2025. Customer A accounted for 66% of accounts receivable, net as of December 31, 2024.

Strategic Customer Agreement

In March 2025, the Company entered into a commercial agreement (the "Commercial Agreement") with OpenAI OpCo, LLC ("OpenAI"), pursuant to which the Company provides OpenAI access to cloud computing capacity through fulfillment of reserved capacity orders submitted to the Company by OpenAI. Per the Commercial Agreement, subject to the satisfaction of delivery and availability of service requirements, OpenAI has committed to pay the Company up to $11.9 billion through October 2030. In the event of the Company's repeated failure to meet availability of service requirements, OpenAI has the right to terminate all or a portion of the committed amount. Under the outstanding order submitted pursuant to the Commercial Agreement, the Company has established a special purpose vehicle that will hold the infrastructure, and the Company intends for the special purpose vehicle to incur indebtedness to finance its obligations

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under the Commercial Agreement. Upon an event of default, OpenAI has a lien and security interest in the equity of the special purpose vehicle. As part of the Commercial Agreement, the Company issued 8,750,000 shares of its Class A common stock in connection with the IPO in March 2025, having an aggregate value of $350 million at the time of issuance based on a price per share equal to the IPO price.

The Company accounted for the $350 million as a contra-revenue asset. As of September 30, 2025, the Company classified $52 million as short-term included in prepaid expenses and other current assets on the condensed consolidated balance sheets and $298 million as long-term included in other non-current assets on the condensed consolidated balance sheets. Revenue will be recognized net of the contra-revenue asset amount over time as the Company provides the related cloud computing services.

Contract Balances

The timing of revenue recognition, billings and cash collections result in accounts receivable and deferred revenue. A receivable is recorded at the invoice amount, net of an allowance for credit losses, and is recognized in the period when the Company has the right to invoice its customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 60 days. On occasion, the Company has granted payment terms of up to 360 days. In instances where the timing of revenue recognition differs from the timing of payment, the Company has determined that its contracts generally do not include a significant financing component.

Deferred revenue, including current and non-current balances as of September 30, 2025 and December 31, 2024, was $5.3 billion and $4.1 billion, respectively. For the nine months ended September 30, 2025 and 2024, revenue recognized from deferred revenue at the beginning of the period was $659 million and $190 million, respectively.

Remaining Performance Obligations ("RPO")

RPO represents the aggregate amount of the transaction price, net of estimated variable consideration, allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Variable consideration primarily consists of potential reductions to the transaction price in the future, such as estimates of future potential credits to customers under availability of service agreements, amounts that may not be recognized as revenue due to delivery delays, and estimates of committed cloud computing capacity that the Company has the right to resell.

As of September 30, 2025, the Company had $50.0 billion of unsatisfied RPO, of which 42% is expected to be recognized over the initial 24 months ending September 30, 2027, 39% between months 25 and 48, and the remaining balance recognized between months 49 and 84.

3. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value and a fair value hierarchy based on the observability of inputs. This hierarchy prioritizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value as follows:

Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation.

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The following table presents information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis within the fair value hierarchy as of the end of each reporting period (in thousands):


	Fair Value Hierarchy	September 30, 2025		December 31, 2024

Financial assets:
Cash and cash equivalents
Money market funds	Level 1	$	3,544	$	2,411
Commercial paper	Level 2	15,340		—
Restricted cash and cash equivalents, current
Money market funds	Level 1	561,416		24,185
Restricted cash and cash equivalents, non-current
Money market funds	Level 1	—		56,250
Restricted marketable securities, non-current
Certificates of deposit	Level 2	—		29,308
Marketable securities, current
U.S. government and agency securities	Level 2	996		—
Commercial paper	Level 2	22,346		—
Corporate bonds	Level 2	24,107		—
Prepaid expenses and other current assets
Warrant assets	Level 3	153,603		—
Other non-current assets
Power purchase agreements	Level 3	2,736		2,562
Total financial assets		$	784,088	$	114,716
Financial liabilities:
Other current liabilities
Foreign exchange forward contracts not designated as accounting hedges	Level 2	$	253	$	—
Derivative and warrant liabilities
Interest rate swaps designated as accounting hedges	Level 2	$	1,315	$	—
Warrant liabilities	Level 3	—		199,645
Power purchase agreements	Level 3	395		444
Total financial liabilities		$	1,963	$	200,089

The Company carries the 2030 Senior Notes and 2031 Senior Notes (as defined in Note 10—Debt) at the amortized cost basis and presents the fair value for disclosure purposes only. As of September 30, 2025, the fair value of the 2030 Senior Notes was $2.1 billion and the fair value of the 2031 Senior Notes was $1.8 billion. The fair value of the 2030 Senior Notes and 2031 Senior Notes, which are classified as Level 2 financial instruments, were determined based on the quoted prices of the 2030 Senior Notes and 2031 Senior Notes in an over-the-counter market on the last trading day of the reporting period. Refer to Note 10 — Debt for additional information.

The notional amounts of the Company's outstanding interest rate swaps and foreign exchange forward contracts were as follows (in thousands):


	September 30, 2025		December 31, 2024
Derivative instruments designated as accounting hedges
Interest rate swaps	$	319,100	$	—

Derivative instruments not designated as accounting hedges
Foreign exchange forward contracts	$	102,283	$	—

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Gain (loss) associated with interest rate swaps and foreign exchange forward contracts were as follows (in thousands):


	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Interest rate swaps designated as accounting hedges
Loss recognized in other comprehensive income (loss), net	$	(1,044)	$	(1,315)

Foreign exchange forward contracts not designated as accounting hedges
Gain (loss) recognized in other income, net	$	(2,172)	$	107

For the three and nine months ended September 30, 2025, the amount reclassified out of accumulated other comprehensive loss into earnings was not material. As of September 30, 2025, the amount the Company expects to reclassify out of accumulated other comprehensive loss into earnings within the next twelve months is not material.

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


	March 21, 2025			December 31, 2024

Stock price	$	41		$	48
Volatility	60		%	60		%
Risk-free rate	4		%	4		%
Dividend yield	0		%	0		%

As discussed in Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit), the warrant liabilities for the warrants for the Company's Class A common stock were remeasured immediately before modification when modified to equity classified warrants on March 21, 2025.

The following table presents a summary of the changes in the fair value of the Company's Level 3 financial instruments (in thousands):


	Warrant Assets		Power Purchase Agreements – Asset		Warrant Liabilities		Power Purchase Agreements – Liability
Balance at December 31, 2024	$	—	$	2,562	$	199,645	$	444
Additions	222,332		—		—		—
Adjustment to fair value	31,916		174		(26,837)		(49)
Sales	(100,645)		—		—		—
Reclassification	—		—		(172,808)		—
Balance at September 30, 2025	$	153,603	$	2,736	$	—	$	395

Notes Receivable

Notes receivable are primarily related to the DCSP Financing Arrangements (as defined in Note 10—Debt) and are reported at their amortized costs basis. As of September 30, 2025 and December 31, 2024, the Company determined that the fair values of its notes receivable approximate the carrying values.

Marketable Securities

For the nine months ended September 30, 2025 and September 30, 2024, the Company did not recognize any material realized or unrealized gains or losses related to its debt securities. As of September 30, 2025 and December 31, 2024, there were no allowance for credit losses related to the Company's debt securities. The weighted-average remaining maturity of the Company's debt securities was less than one year as of September 30, 2025. The Company considers marketable debt

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securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these as short-term marketable securities on the condensed consolidated balance sheets.

Warrant Assets

During the three and nine months ended September 30, 2025, the Company received warrants, which were accounted for as a derivative instrument and were measured at fair value each reporting period using the Black-Scholes option-pricing model with gains and losses recorded in other income, net on the condensed consolidated statements of operations. Key inputs and assumptions used in the valuations included risk-free interest rates, common stock values, equity volatilities, expected terms, exercise prices, and details specific to the warrants. Changes in one or more of these inputs and assumptions could significantly impact the fair-value determination. As of September 30, 2025, the fair value of the warrant was $154 million. The Company subsequently sold the warrant in October 2025.

4. Business Combination

On May 5, 2025, the Company acquired all of the outstanding equity interests of Weights and Biases, Inc. ("Weights & Biases"), an AI developer platform. The transaction is expected to extend the Company's application software services offering to include additional developer-focused capabilities for the training of models and development of AI applications. The aggregate purchase consideration was $1.0 billion, which was comprised of the following (in thousands):


Cash paid by the Company	$	96,498
Fair value of Class A common stock and restricted stock awards issued by the Company	928,900
Fair value of replacement restricted stock units	3,861
Total purchase price	$	1,029,259

In connection with the acquisition, the Company entered into compensation arrangements for stock-based awards with a value totaling $123 million. Of this amount, $33 million was recognized in the total purchase price. $6 million was recognized as compensation expense on the acquisition date and $5 million was recorded as additional compensation expense during the three months ended June 30, 2025. The remaining compensation expense of $79 million will be recognized on a straight-line basis over the respective awards' remaining requisite service period. Certain stock-based awards are in the form of restricted stock awards ("RSAs"). The RSAs represent legally outstanding common shares that are subject to service-based vesting conditions and repurchase rights held by the Company, which lapse upon vesting.

The acquisition-related costs were $29 million, and were recorded in general and administrative expense in the condensed consolidated statements of operations during the three months ended June 30, 2025.

The allocation of the purchase price is preliminary and subject to change as the Company finalizes its assessment of the fair values of the assets acquired and liabilities assumed during the measurement period following the acquisition date. The preliminary fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands):

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Cash and cash equivalents	$	50,792
Accounts receivable, net	13,418
Prepaid expenses and other current assets	2,205
Property and equipment, net	858
Operating lease right-of-use assets	1,080
Intangible assets, net	207,600
Goodwill	793,426
Other non-current assets	178
Total assets acquired	$	1,069,557
Accounts payable	885
Accrued liabilities	7,036
Deferred revenue, current	25,414
Operating lease liabilities, current	283
Other current liabilities	31
Deferred revenue, non-current	309
Operating lease liabilities, non-current	797
Deferred tax liabilities, non-current	5,543
Total liabilities assumed	$	40,298
Total purchase price	$	1,029,259

The acquired assets and assumed liabilities were recorded at their estimated fair values. The following table presents the amounts allocated to the intangible assets identified as of the date of acquisition and the estimated useful lives (in thousands):


	Fair Value		Useful Lives (in years)
Customer relationships	$	36,100	12
Developed technology	161,800		5 - 7
Trade name	9,700		5
Total	$	207,600

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated synergies from the integration of Weights & Biases’ technology with the Company’s technology.

From the date of the acquisition, the financial results of Weights & Biases are not material to the Company’s consolidated financial statements. Pro forma revenue and net income have not been presented because the historical results would not have been material to the condensed consolidated financial statements in any period presented.

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5. Property and Equipment, Net

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


	September 30, 2025		December 31, 2024

Technology equipment	$	14,628,790	$	9,146,575
Software	541,567		139,508
Data center equipment and leasehold improvements	1,139,095		384,372
Furniture, fixtures, and other assets	14,241		8,684
Construction in progress	6,910,066		3,200,866
Total property and equipment	23,233,759		12,880,005
Less: accumulated depreciation and amortization	(2,574,578)		(965,231)
Total property and equipment, net	$	20,659,181	$	11,914,774

Depreciation and amortization on property and equipment was $621 million and $253 million for the three months ended September 30, 2025 and 2024, respectively, and $1.6 billion and $496 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company capitalized $19 million and $10 million of software development costs during the three months ended September 30, 2025 and 2024, respectively, and $62 million and $22 million during the nine months ended September 30, 2025 and 2024, respectively.

The Company capitalizes interest associated with the construction of data centers and purchases of related technology equipment. There was $62 million and $35 million of interest capitalized during the three months ended September 30, 2025 and 2024, respectively, and $98 million and $108 million of interest capitalized during the nine months ended September 30, 2025 and 2024, respectively.

6. Goodwill and Intangible Assets

Goodwill

The following table summarizes the changes to goodwill (in thousands):


	Amount
Balance at January 1, 2025	$	19,544
Additions	810,435
Balance at September 30, 2025	$	829,979

There were no impairment charges recorded to goodwill for any of the periods presented.

Intangible Assets, Net

Intangible assets, net consisted of the following (dollars in thousands):


	September 30, 2025							December 31, 2024
	Weighted-Average Remaining Useful Lives (in years)	Acquired Intangibles, Gross		Accumulated Amortization		Acquired Intangibles, Net		Acquired Intangibles, Gross		Accumulated Amortization		Acquired Intangibles, Net
Acquired technologies	5	$	170,868	$	(17,453)	$	153,415	$	5,453	$	(3,611)	$	1,842
Other (1)	10	49,697		(3,111)		46,586		3,897		(830)		3,067
Total		$	220,565	$	(20,564)	$	200,001	$	9,350	$	(4,441)	$	4,909

(1) Includes customer relationships and trade names.

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Amortization expenses for intangible assets were $10 million and $1 million for the three months ended September 30, 2025 and 2024, respectively, and $17 million and $2 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the expected future amortization expense related to intangible assets was as follows (in thousands):


Years Ending December 31,	Amount
Remaining portion of 2025	$	9,652
2026	36,987
2027	36,973
2028	36,805
2029	36,792
Thereafter	42,792
Total expected future amortization expense	$	200,001

7. Condensed Consolidated Balance Sheets Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30, 2025		December 31, 2024

Prepaid expenses	$	111,692	$	67,393
Warrant assets	153,603		—
Strategic agreement contra-revenue asset	51,599		—
Other current assets	216,535		33,853
Total prepaid expenses and other current assets	$	533,429	$	101,246

Other Non-current Assets

Other non-current assets consisted of the following (in thousands):


	September 30, 2025		December 31, 2024

Prepaid expenses	$	362,361	$	145,424
Strategic agreement contra-revenue asset	298,401		—
Strategic investments	112,445		102,220
Notes receivable	57,688		107,597
Escrow funds	—		336,055
Other non-current assets	504,587		29,616
Total other non-current assets	$	1,335,482	$	720,912

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Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	September 30, 2025		December 31, 2024

Accrued purchases	$	2,573,438	$	105,733
Accrued interest	310,131		157,310
Other accrued liabilities	288,705		92,778
Total accrued liabilities	$	3,172,274	$	355,821

8. Leases

The Company enters into leases as a lessee for data centers, office buildings, and technology equipment.

Leases for offices generally have an initial term of two to ten years, often with multi-year renewal periods. Data center leases generally have an initial term from five to fifteen years, some of which include options to extend the leases for up to ten years.

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


	Three Months Ended September 30,					Nine Months Ended September 30,
		2025		2024		2025		2024
Operating lease cost		$	204,633	$	87,316	$	540,135	$	188,073
Variable lease cost		67,075		36,059		168,855		49,497
Total lease cost		$	271,708	$	123,375	$	708,990	$	237,570

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


	Nine Months Ended September 30,
		2025		2024

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	486,805	$	154,671

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



	September 30, 2025		December 31, 2024

Weighted-average remaining lease term (in years):
Operating leases	9		9
Weighted-average discount rate:
Operating leases	11	%	12	%

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The future lease payments included in the measurement of the Company’s operating lease liabilities as of September 30, 2025, were as follows (in thousands):


	Future Payments
Years Ending December 31,	Operating Leases
Remaining portion of 2025	$	208,724
2026	845,764
2027	871,784
2028	894,792
2029	835,114
Thereafter	4,027,407
Total undiscounted lease payments	7,683,585
Less: imputed interest	(2,959,244)
Present value of operating lease liabilities	$	4,724,341

As of September 30, 2025, the Company also had executed lease agreements, primarily for data centers and office buildings, that had not yet commenced. The aggregate amount of estimated future undiscounted lease payments associated with such leases is $39.1 billion. These leases will commence between 2025 and 2029 with estimated lease terms of two to 16 years. During the nine months ended September 30, 2025, the Company modified certain agreements resulting in the termination of the related escrow agreements. Additionally, in April 2025, the Company entered into a finance lease for data center infrastructure assets with the DCSP (as defined in Note 10—Debt). Refer to Note 10—Debt for additional information.

As of September 30, 2025, the Company had additional lease agreements for various data center locations with commencement dates subject to regulatory approvals and completion of landlord improvements. The Company may be required to make fixed lease payments of up to $917 million over the next 13 years.

As of September 30, 2025, the Company also entered into a lease agreement for various buildings located at a single site intended to be used as a data center. The agreement provides access to 393 MW of electrical power, which is expected to be delivered in phases in 2026. The Company will make contractual rent payments based on construction costs incurred by the lessor. The total contractual rent payments range from $13.5 billion to $14.4 billion over the 16 year term of this lease.

Additionally, as of September 30, 2025, the Company entered into lease agreements whereby the Company will pay a portion of the construction costs incurred by the lessor during the construction period and during the lease term, which are considered variable lease payments. These lease agreements provide access to 232 MW of electrical power, which is expected to be delivered in phases between 2025 and 2027.

Unconsolidated Joint Venture

In June 2025, the Company entered into a joint venture (the "JV") with a third-party infrastructure developer to support the acquisition and development of a multi-phase data center campus in Kenilworth, New Jersey. Upon formation, the third-party infrastructure developer obtained an 85% equity interest while the Company holds the remaining 15% equity interest in the JV. The Company contributed net assets worth $57 million for its 15% equity interest. The JV will construct and develop the campus using a combination of additional debt and equity capital.

The Company accounts for its unconsolidated investment in the JV as an equity method investment included in other non-current assets on the condensed consolidated balance sheets. The carrying amount of the Company's investment in the JV is $57 million as of September 30, 2025. The Company's share of the earnings and losses of the JV was not material to the condensed consolidated statements of operations during the nine months ended September 30, 2025.

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9. Commitments and Contingencies

Letters of Credit

As of September 30, 2025 and December 31, 2024, the Company had outstanding Letters of Credit ("LOC") associated with its lease agreements in the aggregate amount of $261 million and $533 million, respectively. As of September 30, 2025 and December 31, 2024, the Company had not drawn on any of these LOC and was in compliance with the terms and conditions set forth by the financial institution. These LOC renew annually and expire on various dates through 2041. The Company also has a letter of credit sub-facility associated with the Revolving Credit Facility. Refer to Note 10—Debt for additional information.

Indemnifications

The Company enters into indemnification provisions under certain agreements with other parties in the ordinary course of business. In its customer agreements, the Company has agreed to indemnify, defend, and hold harmless the indemnified party for third party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party intellectual property infringement claims. For certain large or strategic customers, the Company has agreed to indemnify, defend, and hold harmless the indemnified party for noncompliance with certain additional representations and warranties made by the Company. In addition, the Company indemnifies its officers, directors, and certain key employees while they are serving in good faith in their respective capacities.

While the Company has entered into various indemnification agreements, it has not incurred any material costs or claims under these agreements to date, and management does not expect any future claims to have a material adverse effect on the Company's financial position or results of operations. It is not possible to determine the maximum potential amount under these indemnification provisions due to the Company's limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, there have been no material claims under any indemnification provisions.

Litigation

From time to time, the Company may be subject to various proceedings, lawsuits, disputes, or claims in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that would, individually or taken together, have a material adverse effect on its business, financial position, results of operations, or cash flows. As of September 30, 2025 and December 31, 2024, the Company has not accrued any material potential loss.

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10. Debt

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


	Maturities	Effective Interest Rates	September 30, 2025		December 31, 2024

DDTL 1.0 Facility	March 2028	15%	$	1,667,500	$	2,012,500
DDTL 2.0 Facility	August 2030	10%	5,037,372		3,843,819
DDTL 2.1 Facility	September 2030	9%	1,241,325		—
DDTL 3.0 Facility	August 2030	9%	358,696		—
2030 Senior Notes	June 2030	10%	2,000,000		—
2031 Senior Notes	February 2031	10%	1,750,000		—
2024 Term Loan Facility	April 2025	12%	—		1,000,000
Revolving Credit Facility	May 2028	7%	700,000		—
OEM Financing Arrangements	March 2026- August 2028	8-10%	1,185,709		1,177,158
Magnetar Loan	January 2029	12%	264,666		—
Total principal of debt			14,205,268		8,033,477
Less: Unamortized discount and issuance costs			(170,334)		(107,137)
Total debt, net of unamortized discount and issuance costs			14,034,934		7,926,340
Less: Debt, current			(3,712,177)		(2,468,425)
Total debt, non-current			$	10,322,757	$	5,457,915

As of September 30, 2025, the future principal payments for the Company's total debt were as follows (in thousands):


Years Ending December 31,	Amount
Remaining portion of 2025	$	575,271
2026	3,896,918
2027	3,012,136
2028	2,478,008
2029	435,545
Thereafter	3,807,390
Total	$	14,205,268

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Contractual interest expense	$	324,131	$	130,003	$	807,215	$	294,862
Amortization of debt discounts and issuance costs and accretion of redemption premiums	21,049		7,397		87,776		23,002
Less: capitalized interest	(61,764)		(35,072)		(98,042)		(107,936)
Total	$	283,416	$	102,328	$	796,949	$	209,928

As of September 30, 2025, the Company's weighted-average interest rate on short-term debt instruments, which was comprised of the Magnetar Loan, and certain of the OEM Financing Arrangements, was 10.8%. As of December 31, 2024,

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the Company's weighted-average interest rate on short-term debt instruments, which was comprised of the 2024 Term Loan Facility, was 9.6%.

Delayed Draw Term Loans

In July 2023, the Company entered into a Delayed Draw Term Loan 1.0 Facility (as amended, the "DDTL 1.0 Facility"), which provided for a delayed draw term loan facility of up to $2.3 billion. The principal amount of the DDTL 1.0 Facility is required to be repaid in quarterly installments, with the final payment due on March 28, 2028. In May 2024, the Company entered into a Delayed Draw Term Loan 2.0 Facility (as amended, the "DDTL 2.0 Facility"), which provides for another delayed draw term loan facility of up to $7.6 billion.

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. In June 2025, the Company extended the commitment period to September 2025. The principal amount of the DDTL 2.0 Facility 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 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 graphics processing unit ("GPU") servers.

The Company's DDTL Facilities require the Company to maintain certain restricted cash balances. The Company is required to maintain restricted cash equal to 4.00% of the drawn balance on the DDTL 1.0 Facility, but in no event greater than $56 million. As of each of September 30, 2025 and December 31, 2024, $56 million was restricted cash in relation to the DDTL 1.0 Facility. Prior to the IPO, the Company was required to maintain restricted cash equal to 2.00% of the drawn balance on the DDTL 2.0 Facility, which was $77 million as of December 31, 2024. In connection with the IPO, the restricted cash requirement was reduced to 1.00% of the drawn balance on the DDTL 2.0 Facility, which was $50 million as of September 30, 2025.

Additionally, at the closing of the IPO, the Company became subject to a requirement to fund $500 million into designated escrow accounts in connection with the DDTL 2.0 Facility, which was classified as restricted cash and cash equivalents, current, on the condensed consolidated balance sheets as of March 31, 2025. In April 2025, the conditions requiring restriction of this amount were lifted and the $500 million previously classified as restricted cash in connection with the DDTL 2.0 Facility was no longer restricted.

In September 2025, the Company further amended the DDTL 2.0 Facility (as so amended, the "DDTL 2.1 Facility") to create a new tranche of delayed draw term loan facility up to $3.0 billion that may be drawn through March 2026. The principal amount of the DDTL 2.1 Facility 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. Borrowings under the DDTL 2.1 Facility are subject to an interest rate per annum equal to, at the Company's option, either the term Secured Overnight Financing Rate ("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 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. Consistent with the DDTL 2.0 Facility, the restricted cash requirement for the DDTL 2.1 Facility is 1.00% of the drawn balance, which was $12 million as of September 30, 2025. The terms of the draws under the DDTL 2.0 Facility remain unchanged.

Delayed Draw Term Loan Facility 3.0

In July 2025, one of the Company's subsidiaries, CoreWeave Compute Acquisition Co. VII LLC ("CCAC VII"), entered into a third delayed draw term loan facility with various lenders and MUFG Bank, LTD, as the administrative agent. The agreement provides for a delayed draw term loan facility of up to $2.6 billion until July 2026 (the "DDTL 3.0 Facility").

All obligations under the DDTL 3.0 Facility are unconditionally guaranteed by the Company. 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 the ability of the Company and/or CCAC VII 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 its assets.

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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 the alternative base rate plus 3.00%, at the Company's election. Under the DDTL 3.0 Facility, the Company is required to enter into secured swap agreements within 45 days of closing date as well as after each subsequent credit event covering a notional amount of not less than 75% of the reasonably anticipated outstanding floating-rate loans until the maturity date. As of September 30, 2025, the Company is in compliance with this requirement.

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 in August 2030. The loans are prepayable at any time, from time to time, at the Company's option, and are required to be prepaid upon the occurrence of an event of default or change of control of the Company, or with the proceeds of certain asset dispositions or incurrences of indebtedness. As of September 30, 2025, the Company had borrowed $359 million against the DDTL 3.0 Facility. The Company is required to pay a fee of 0.50% per annum on the undrawn commitment. In conjunction with the issuance of DDTL 3.0 Facility, the Company capitalized $82 million in debt discount and issuance costs.

The Company is required to maintain restricted cash ranging from $50 million to $175 million on the DDTL 3.0 Facility based on the minimum liquidity schedule specified in the agreement until the maturity date. As of September 30, 2025, $100 million of restricted cash was maintained in relation to the DDTL 3.0 Facility.

Revolving Credit Facility

In June 2024, and as amended in October and December 2024, the Company entered into a senior secured revolving credit facility (as amended, the "Revolving Credit Facility") with a capacity of $650 million. The Revolving Credit Facility matures on June 21, 2027. The Revolving Credit Facility included a $175 million letter of credit sub-facility. The letter of credit sub-facility entered into by the Company reduces the available borrowing capacity under the Revolving Credit Facility. In May 2025, the Company upsized the Revolving Credit Facility with a capacity of $1.5 billion and extended the maturity to May 2, 2028. With the upsize of the Revolving Credit Facility, the letter of credit sub-facility increased to $350 million. There were no outstanding balances associated with the letter of credit as of either September 30, 2025 or December 31, 2024.

As of December 31, 2024, the Company had not drawn on the Revolving Credit Facility. As of September 30, 2025, the Company had drawn $700 million and had $800 million of remaining capacity under the Revolving Credit Facility. Obligations outstanding under the Revolving Credit Facility are secured by pledges of certain assets as collateral. The Company is required to pay a fee of 0.25% per annum on the undrawn commitment.

2030 Senior Notes

In May 2025, the Company 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 purposes. In conjunction with the issuance of the 2030 Senior Notes, the Company capitalized $37 million in debt discount and 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.

The Company 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. The Company 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.

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The 2030 Senior Notes include customary terms and covenants, including certain events of default, after which the 2030 Senior Notes may be due and payable immediately. In addition, if the Company experiences certain change of control events, as described in the indenture, the Company will be required to make an offer to repurchase some or all of the 2030 Senior 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, the Company issued $1.8 billion in aggregate principal amount of senior notes due 2031 (the "2031 Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2031 Senior Notes were issued pursuant to an indenture, dated as of July 25, 2025. The proceeds from the issuance of the 2031 Senior Notes were retained for general corporate purposes. In conjunction with the issuance of the 2031 Senior Notes, the Company capitalized $31 million in debt discount and 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.

The Company 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 100.00% 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 40.00% 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 the Company experiences certain change of control events, as described in the indenture, the Company will be required to make an offer to repurchase some or all of the 2031 Senior Notes at a price equal to 101.00% of the principal amount of the 2031 Senior Notes to be repurchased plus accrued and unpaid interest.

2024 Term Loan Facility

In December 2024, the Company 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. In connection with the IPO, the maturity date of the 2024 Term Loan Facility was accelerated, and it was repaid on April 11, 2025.

Magnetar Loan

In August 2024, the Company entered into an AI Computing Service Reserved Capacity and Prepayment Agreement with MagAI Ventures (the "MagAI Capacity Agreement"). Under this arrangement, the Company will provide portfolio companies of MagAI Ventures with a pre-determined amount of cloud computing services at a pre-negotiated hourly rate. The specific amount of cloud computing services, inclusive of the capacity and term, to be used by each portfolio company, if any, will be negotiated individually with each portfolio company, and will be subject to final approval by MagAI Ventures. The Company received a refundable deposit of $230 million in connection with the MagAI Capacity Agreement. Any consumption of cloud services by MagAI Ventures, including by their portfolio companies, under this arrangement is deducted from this deposit amount, with the unused portion refunded back to MagAI Ventures at the end of the contractual term. Throughout the term of the arrangement, if MagAI Ventures portfolio companies do not contract for the full amount of the pre-determined cloud computing services, the Company may agree with MagAI Ventures to instead use this available capacity for other customers, and share profits with MagAI Ventures for any revenue realized above the revenue that would have been generated by charging these customers the MagAI Ventures pre-negotiated rate.

The initial MagAI Capacity Agreement provided for certain termination options for MagAI Ventures, including if a specified amount of capacity is not available by a target commencement date. The MagAI Capacity Agreement runs for an initial period of four years, with an option for MagAI Ventures to extend for two additional years. As of December 31, 2024, the refundable deposit was included within other current liabilities on the condensed consolidated balance sheets, as no services had yet been provided under this arrangement.

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In February 2025, the MagAI Capacity Agreement was amended to provide certain termination for convenience rights to both MagAI Ventures and the Company. As a result of the amendment, the Company now considers the refundable deposit received from Magnetar to be in-substance debt (the "Magnetar Loan") under ASC 470, Sale of Future Revenue, and has reclassified the balance to debt, current on the condensed consolidated balance sheets. No services had been provided under the MagAI Capacity Agreement as of September 30, 2025.

As of September 30, 2025, the $230 million refundable deposit remains available for cloud computing services for MagAI Ventures' portfolio companies. Upon such termination by either party, the unused portion of the $230 million deposit will be refunded along with a specified multiplier that increases over the term of the arrangement that equates to a 12% annual rate of return. As of September 30, 2025, the Company had $265 million classified as debt, current, including $35 million of redemption premiums, on the condensed consolidated balance sheets. The accretion of the redemption premiums was recognized in interest expense, net in the condensed consolidated statements of operations during the nine months ended September 30, 2025.

2021 Convertible Senior Secured Notes

In October 2021, the Company executed a note issuance agreement and a note purchase agreement with a related party for the issuance of an aggregate principal amount of up to $50 million of convertible senior secured notes (the "2021 Convertible Senior Secured Notes"). The Company determined that the conversion features, the accelerated redemption features, the variability in interest payments, and the Company's redemption option were required to be bifurcated and accounted for as an embedded derivative. The investors elected to convert all of the outstanding 2021 Convertible Senior Secured Notes on September 17, 2024, pursuant to the original terms of the conversion feature.

For the three and nine months ended September 30, 2024, the Company recorded losses related to the fair value adjustment of these derivative liabilities of $283 million and $627 million, respectively. During the three and nine months ended September 30, 2024, total interest costs for the 2021 Convertible Senior Secured Notes were $2 million and $8 million, respectively, comprised of coupon interest of $1 million and $4 million, respectively, and amortization of debt discounts and issuance costs of $1 million and $4 million, respectively.

The investors elected to convert all of the outstanding 2021 Convertible Senior Secured Notes on September 17, 2024, pursuant to the original terms of the conversion feature, resulting in the issuance of 24,543,980 shares of common stock and a cash payment of $2 million for accrued interest and cash in lieu of fractional shares. The conversion was accounted for as an extinguishment. Equity increased by the settlement-date fair value of the common shares issued of $1.1 billion. Additionally, a $6 million extinguishment loss is included in other income, net, which represents the difference between the fair value of the shares and the combined carrying amounts of the debt host and the bifurcated embedded derivative liability.

OEM Financing Arrangements

The Company entered into various agreements with original equipment manufacturers (the "OEM Financing Arrangements"), whereby the Company obtained financing for certain equipment with an aggregate notional balance of $1.9 billion and $1.3 billion as of September 30, 2025 and December 31, 2024, respectively. The Company granted a security interest for the financed equipment related to these financing agreements. These agreements generally have terms between two to three years.

DCSP Financing Arrangements

In June 2023, the Company entered into a service agreement (the "DCSP Service Agreement") with a data center service provider (the "DCSP"). Under the DCSP Service Agreement, the DCSP will design, purchase, build, and manage a data center providing access to up to 78 MW of electrical power to be delivered in phases. Separately, during the year ended December 31, 2024, the Company purchased $116 million of critical infrastructure assets to support the data center site (the "Existing Critical Infrastructure Assets").

In October 2024, the Company, as a lender, entered into a Senior Secured Delayed Draw Term Loan Credit Agreement (the "DCSP Note Receivable," and collectively, with the DCSP Service Agreement, the "DCSP Financing Arrangements") with the DCSP to facilitate the purchase of critical infrastructure assets. The DCSP Note Receivable provides for a total commitment of up to $305 million in delayed draw term loan funding for a term of seven years with a stated interest rate of 13.00% per annum.

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The DCSP Note Receivable is secured by the new and existing critical infrastructure assets that support current and future phases of the build out at the data center and is prepayable at any time by the DCSP with no penalty.

The DCSP has borrowed under the DCSP Note Receivable to settle amounts previously advanced to the DCSP by the Company, finance purchases of additional critical infrastructure assets, and purchase the Existing Critical Infrastructure Assets. Under the terms of the DCSP Service Agreement, the Company continues to control the Existing Critical Infrastructure Assets and the Company recorded a financing obligation related to the consideration received for the Existing Critical Infrastructure Assets. The financing obligation is payable over a term of 14 years and has an imputed interest rate of 15%. The Existing Critical Infrastructure Assets are included in property and equipment, net, on the condensed consolidated balance sheets and are depreciated over their estimated useful life.

Additionally, the Company entered into a lease for data center infrastructure assets with the DCSP. The arrangement commenced in April 2025 and is accounted for as a finance lease, with an initial term of 14 years and an imputed interest rate of 13%. The Company recorded finance lease right-of-use assets acquired through lease liability of $123 million for the nine months ended September 30, 2025 associated with this arrangement. For the three and nine months ended September 30, 2025, the amortization expense related to this finance lease right-of-use asset was not material.

As of September 30, 2025, the future payments under the financing obligation and finance lease due to the DCSP were as follows (in thousands):


Years Ending December 31,	Financing obligation		Finance lease
Remaining portion of 2025	$	4,918	$	4,680
2026	19,658		18,720
2027	19,645		18,720
2028	19,630		18,720
2029	19,616		18,720
Thereafter	175,800		168,480
Total future payments	259,267		248,040
Less: amount representing interest	(145,319)		(126,548)
Total	113,948		121,492
Less: current portion	(3,018)		(3,799)
Long-term portion	$	110,930	$	117,693

The DCSP Financing Arrangements allow for the net settlement of amounts due between the parties and meet the criteria for right of setoff in accordance with ASC 210, Balance Sheet. As of September 30, 2025, the gross amount of the DCSP Note Receivable was $288 million, which is presented net of the financing obligation and finance lease of $235 million. As of December 31, 2024, the gross amount of the DCSP Note Receivable was $224 million, which is presented net of the financing obligation of $116 million. The Company did not recognize any interest income during the year ended December 31, 2024, as the Company did not expect to be entitled to the accrued interest. The Company began recognizing interest income associated with this arrangement in March 2025. For the three and nine months ended September 30, 2025, the Company recognized $9 million and $18 million of interest income in other income, net in the condensed consolidated statements of operations, respectively. The total interest expense related to the financing obligation and finance lease associated with this arrangement for the three and nine months ended September 30, 2025 was $8 million and $20 million, respectively.

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11. Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit)

Redeemable Convertible Preferred Stock and Redeemable Common Stock

As of December 31, 2024, the Company had five classes of redeemable convertible preferred stock, which consisted of the following (in thousands, except per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Carrying Value		Aggregate Liquidation Preference
Series Seed	60,000	45,567	$	0.05	$	2,039	$	2,039
Series A	24,182	19,361	0.12		2,256		2,256
Series B	79,979	79,979	5.58		550,595		446,002
Series B-1	12,485	10,205	0.40		4,091		4,091
Series C	29,523	29,523	38.95		1,163,130		1,163,671
Total	206,169	184,635			$	1,722,111	$	1,618,059

As of September 30, 2025, there were no shares of redeemable convertible preferred stock issued and outstanding.

As discussed in Note 1—Overview and Summary of Significant Accounting Policies, in connection with the IPO, all shares of the Company's Series Seed, Series A, Series B, and Series B-1 redeemable convertible preferred stock then outstanding, totaling 155,111,700 shares, were automatically converted into an equivalent number of shares of Class A common stock. The carrying value of $559 million was reclassified into stockholders' equity (deficit). All shares of Series C redeemable convertible preferred stock then outstanding, totaling 29,523,120 shares, were automatically converted into 29,874,066 shares of redeemable Class A common stock.

During the year ended December 31, 2024, the Company paid a dividend in kind to the holders of the Series C redeemable convertible preferred stock, which resulted in additional shares being issued upon conversion. These additional shares issued upon conversion were not legally outstanding prior to the IPO and upon conversion were included in the redeemable Class A common stock shares outstanding.

The redeemable Class A common stock was subject to a right to be "put" to the Company on the first trading day immediately after the second anniversary of the closing of the IPO (the "Put Right"). Upon exercise of the Put Right, holders of these shares would be entitled to receive from the Company an amount in cash equal to the original issue price per share of the Series C redeemable convertible preferred stock of $38.95 per share, representing an aggregate price of $1.2 billion. The carrying value of $1.2 billion was reclassified from redeemable convertible preferred stock to redeemable Class A common stock and was classified as mezzanine equity due to the shares being redeemable outside of the Company's control, as the related Put Right remains outstanding and unexercised. Ongoing accretion is recorded to bring the carrying value of the redeemable Class A common stock to its redemption value over time, consistent with the original terms of the Series C redeemable convertible preferred stock. Redeemable Class A common stock approximates its redemption value. The Company did not record accretion during the three months ended June 30, 2025 and September 30, 2025 as it was no longer considered probable that the Put Right would become redeemable.

The rights of the holders of the Company's redeemable Class A common stock were identical to the Company's Class A common stock, except with respect to the Put Right. The Put Right with respect to each share was subject to a lock-up period after the IPO and automatically terminated in September 2025 when the Company’s Class A common stock achieved a 20 day volume-weighted average price in a consecutive 30 trading day period of at least $68.16. Upon termination of the Put Right, the Company's redeemable Class A common stock was reclassified into Class A common stock within stockholders' equity (deficit).

Dividends

Holders of the redeemable convertible preferred stock were entitled to participate in any dividends distributed to holders of common stock, as if converted.

Holders of the Series C redeemable convertible preferred stock were entitled to a cumulative dividend that accrued from day-to-day at a rate of 10% per annum of the accumulated stated value, equal to $38.95 per share (the accumulated stated value is the defined "original issue price" at the time of conversion). Cumulative dividends were payable quarterly from the time the shares were issued until the completion of an IPO. These dividends could be paid in cash or in kind by

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being added to the accumulated stated value. After the IPO and conversion to redeemable Class A common stock, these dividend rights ceased, and there were no accrued and unpaid dividends as of September 30, 2025. For each of the nine months ended September 30, 2025 and 2024, the Company paid total cash dividends of $29 million. In addition, for the nine months ended September 30, 2024, the Company issued a paid-in-kind dividend, which was recognized at fair value of $16 million.

Preferred Stock

In connection with the IPO, the Company's amended and restated certificate of incorporation became effective, which authorized the issuance of 100,000,000 shares of preferred stock with a par value of $0.000005 per share with rights and preferences, including voting rights, designated from time to time by the Company's board of directors (the "Board"). As of September 30, 2025, there were no shares of preferred stock issued and outstanding.

Common Stock

As of September 30, 2025 and December 31, 2024, the Company was authorized to issue 3,400,000,000 and 690,680,000 shares of common stock, respectively, with a par value of $0.000005 per share. During the year ended December 31, 2024, the Company's certificate of incorporation was amended such that the Company's common stock consisted of Class A common stock and Class B common stock. In March 2025, the Company's certificate of incorporation was amended such that the Company's common stock consisted of Class A common stock, Class B common stock, and Class C common stock. As of September 30, 2025, there were no shares of Class C common stock issued and outstanding.

Common stockholders are entitled to receive any dividends if and when declared by the Board, and upon liquidation or dissolution, are also entitled to receive all assets legally available for distribution to stockholders, ratably in proportion to the number of shares held, subject to the rights of preferred stockholders (if then outstanding). As of September 30, 2025 and December 31, 2024, no dividends on the Company's common stock had been declared by the Board.

Voting

Holders of Class A common stock are entitled to one vote per share. Prior to the completion of the Company's IPO, holders of Class B common stock were entitled to one vote per share. Upon the completion of the IPO, holders of Class B common stock are entitled to ten votes per share. Holders of Class A common stock and Class B common stock vote together as a single class, except where otherwise required by law. Holders of Class C common stock are entitled to no votes per share.

Warrants to Purchase Common Stock

As of December 31, 2024, the Company had outstanding warrants to purchase shares of the Company's Class A common stock that were classified as liabilities. These warrants were issued in connection with the 2022 Senior Secured Notes, as disclosed in the Company's Prospectus. As of December 31, 2024, the fair value of the warrant liabilities was $200 million and was included within derivative and warrant liabilities on the condensed consolidated balance sheets. The Company recorded a loss related to the fair value adjustment of these warrant liabilities of $58 million and $122 million within gain (loss) on fair value adjustments in the condensed consolidated statements of operations during the three and nine months ended September 30, 2024, respectively.

On March 21, 2025, the Company executed an amendment with the warrant holders to fix the exercise price to $1.5495 per share, subject to adjustments for standard anti-dilution adjustments. As a result of the amendment, the Company concluded that the warrants met the requirements for equity classification for contracts that are indexed to the Company's own stock. The Company recognized a gain of $29 million for the final fair value adjustment pre-modification, and a loss of $2 million in connection with the modification and fixing of the exercise price, which were recorded in gain (loss) on fair value adjustments in the condensed consolidated statements of operations for the nine months ended September 30, 2025, and reclassified the final value of the warrants to additional paid-in capital. Refer to Note 3—Fair Value Measurements for further details.

2019 Stock Option Plan and 2025 Equity Incentive Plan

In July 2019, the Company adopted a stock option plan (the "2019 Plan"). The purpose of the 2019 Plan is to provide incentives to attract, retain, and motivate eligible persons whose potential contributions are important to the success of the

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Company by offering those eligible persons an opportunity to participate in the Company's future performance through the grant of awards of common stock. The total number of shares authorized by the Board to be issued under the 2019 Plan was 73,637,600 shares as of December 31, 2024. Prior to the Company's IPO, in the event that shares previously issued under the 2019 Plan were reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such shares were added back to the number of shares then available for issuance under the 2019 Plan. As of December 31, 2024, 3,750,480 shares were available for issuance under the 2019 Plan. In March 2025, in connection with the IPO and the adoption of the 2025 Plan (as defined below), the Company ceased granting awards under the 2019 Plan. Following the effective date of the 2025 Plan, any outstanding awards granted under the 2019 Plan remain subject to the terms of the 2019 Plan, and any shares that are forfeited or repurchased by the Company under the 2019 Plan will be automatically transferred to be available for issuance under the 2025 Plan.

In March 2025, the Company adopted the 2025 Equity Incentive Plan (the "2025 Plan") as a successor to the 2019 Plan, which became effective in connection with the IPO. The 2025 Plan authorizes the award of incentive stock options ("ISOs"), nonqualified stock options ("NQSOs"), restricted stock awards ("RSAs"), stock appreciation rights, and RSUs, as well as performance and stock bonus awards. Pursuant to the 2025 Plan, the ISOs may be granted only to employees of the Company, while all other award types may be granted to employees, directors, and consultants. A total of 50,000,000 shares of the Company's Class A common stock were initially reserved, plus any reserved shares of Class A common stock not issued or subject to outstanding grants under the 2019 Plan on the effective date of the 2025 Plan. The number of shares reserved for issuance under the 2025 Plan will increase automatically on January 1 of each of 2026 through 2035 by the number of shares equal to the lesser of (a) five percent of the aggregate number of outstanding shares of all classes of common stock plus the total number of shares of Class A common stock issuable upon conversion of preferred stock (if any), in each case as of the immediately preceding December 31, or (b) such number of shares of Class A common stock as may be determined by the Board or the compensation committee of the Board (the "Compensation Committee"). In the event that shares previously issued under the 2025 Plan are reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such shares shall be added back to the number of shares then available for issuance under the 2025 Plan. As of September 30, 2025, 46,370,204 shares were available for issuance under the 2025 Plan.

The Company may grant stock options to employees, contractors, or other entities in order to incentivize them to increase their efforts on behalf of the Company and to promote the success of the Company's business. Stock options may be treated as ISO or NQSO depending on the specific circumstances of an optionee's relationship with the Company and the number of stock options vesting or exercised in a calendar year. Stock options granted under the 2019 and 2025 Plans generally vest either over a three-year or four-year period. The Company may award stock options that are immediately exercisable, subject to a repurchase right. The Company may also grant stock options that allow for acceleration of vesting. The stock options granted under the 2019 and 2025 Plans will expire after ten years from the time of their grant. The Company issues Class A common stock upon the exercise of stock options. Pursuant to the equity exchange agreement between the Company and each of its co-founders, each co-founder has the right to exchange any shares of Class A common stock received upon the exercise of certain option awards granted prior to September 2024 and held by such co-founder into an equal number of shares of Class B common stock.

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Stock Options

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


	Stock Options Outstanding	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance at January 1, 2025	47,219	$	1.74	7	$	2,163,455
Granted	—	—
Exercised	(10,601)	1.65
Forfeited, expired, or canceled	(294)	7.41
Outstanding at September 30, 2025	36,324	$	1.73	6	$	4,908,050
Vested and expected to vest at September 30, 2025	36,324	$	1.73	6	$	4,908,050
Exercisable at September 30, 2025	25,578	$	1.08	6	$	3,472,840

The table above does not include 375,000 options outstanding as of September 30, 2025 that were issued in connection with the 2021 Convertible Senior Secured Notes. Refer to Note 14—Related-Party Transactions for additional information.

The Company did not grant any stock options during the nine months ended September 30, 2025 and 2024.

The aggregate grant date fair value of stock options that vested during the nine months ended September 30, 2025 and 2024 was and $27 million and $32 million, respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024, was $940 million and $40 million, respectively. The intrinsic value for options exercised is the difference between the estimated fair value of the stock and the exercise price of the stock option at the date of exercise.

Employee Stock Purchase Plan

In March 2025, the Company adopted the 2025 Employee Stock Purchase Plan (the "2025 ESPP"), which became effective in connection with the IPO. The 2025 ESPP enables eligible employees to purchase shares of the Company's Class A common stock with accumulated payroll deductions. A total of 10,000,000 shares of the Company's Class A common stock are reserved for issuance under the 2025 ESPP.

The number of shares reserved for issuance and sale under the 2025 ESPP will increase automatically on January 1st of each of 2026 through 2035 by the number of shares equal to the lesser of (a) the number of shares equal to 1% of the sum of the total number of outstanding shares of all classes of the Company's common stock plus the total number of shares of the Company's Class A common stock issuable upon conversion of preferred stock (if any), in each case outstanding as of the immediately preceding December 31 and (b) such number of shares of the Company's Class A common stock determined by the Board or Compensation Committee; provided, that the Board or Compensation Committee may in its sole discretion reduce the amount of the increase in any particular calendar year. Subject to stock splits, recapitalizations, or similar events, no more than 100,000,000 shares of the Company's Class A common stock may be issued over the term of the 2025 ESPP.

The purchase price for shares purchased under the 2025 ESPP during any given purchase period is 85% of the lesser of the fair market value of the Company's Class A common stock on (1) the first trading day of the applicable offering period or (2) the last trading day of the applicable purchase period. Each offering period may itself consist of one or more purchase periods. The 2025 ESPP has an initial offering period beginning on March 28, 2025 and ending on November 15, 2025, with a purchase date of November 15, 2025. The initial enrollment period began on the date of the IPO and ended on April 18, 2025. As of September 30, 2025, the amount withheld on behalf of employees for future purchases under the ESPP due to the timing of payroll deductions and the open enrollment period was not material. As of September 30, 2025, no shares of Class A common stock have been purchased under the 2025 ESPP. Stock-based compensation expense during

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the three months ended September 30, 2025 and unrecognized stock-based compensation expense as of September 30, 2025 related to the 2025 ESPP were not material.

Restricted Stock Units

RSUs granted typically vest over four years. The following table summarizes restricted stock unit activity under the 2019 and 2025 Plans (share data in thousands):


	Shares	Weighted- Average Fair Value Per Share
Balance at January 1, 2025	15,455	$	38.80
Granted	15,266	69.43
Vested	(4,361)	36.30
Forfeited, expired, or canceled	(886)	42.58
Unvested balance at September 30, 2025	25,474	$	57.42

Restricted Stock Awards

During the three and nine months ended September 30, 2025, 160,440 and 1,762,697 RSAs were granted in connection with the Company's acquisitions. These awards typically vest over a four-year service period. The grant date fair value of the RSAs was based on the Company's closing stock price on the grant date and is recognized as stock-based compensation expense over the vesting period. As of September 30, 2025, 1,585,674 of these RSAs remained unvested. Refer to Note 4—Business Combination for additional information.

Stock-Based Compensation Expense

As of September 30, 2025, unrecognized stock-based compensation expense related to unvested stock options was $63 million, which is expected to be recognized over a weighted-average period of two years.

As of September 30, 2025, unrecognized stock-based compensation expense related to unvested RSUs and RSAs was $1.2 billion, which is expected to be recognized over a weighted-average period of three years.

Total stock-based compensation expense recognized in the Company's condensed consolidated statements of operations was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

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 stock-based compensation expense (1) (2)	$	144,431	$	7,617	$	473,409	$	23,466

(1) Stock-based compensation expense was net of capitalized costs primarily related to the development of internal-use software of $12 million and $2 million during the three months ended September 30, 2025 and 2024, respectively, and $43 million and $6 million during the nine months ended September 30, 2025 and 2024, respectively.

(2) The Company 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.

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12. Income Taxes

The Company's effective tax rate was 53% and (13)% for the three months ended September 30, 2025 and 2024, respectively, and 4% and (14)% for the nine months ended September 30, 2025 and 2024, respectively.

The Company computed its provision for income taxes for interim periods by applying a forecasted annual effective tax rate to year-to-date earnings and adjusting for discrete items. However, the Company computed its provision for income taxes based on the year-to-date actual effective tax rate for the three and nine months ended September 30, 2024, because the forecasted annual effective tax rate was highly sensitive to fluctuations in pre-tax income and a reliable estimate of the annual effective tax rate could not be made. The Company recorded income tax expense in the three months ended September 30, 2024 and the 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 its ability to realize certain tax benefits, which has resulted in the Company maintaining a full valuation allowance on U.S. deferred tax assets.

The year-over-year benefit in income tax expense is primarily due to the One Big Beautiful Bill Act (“OBBBA”), signed into law on July 4, 2025. The OBBBA makes key elements of the 2017 Tax Cuts and Jobs Act permanent, including domestic research cost expensing, 100% bonus depreciation and makes modifications to key provisions relating to the deduction of business interest expense that was previously limited under prior U.S. tax law. Accordingly, the benefit to the Company is primarily due to the deductibility of previously limited deductible business interest expense coupled with a smaller increase in the Company’s U.S. deferred tax assets relative to prior periods, on which it continues to maintain a full valuation allowance.

The Company continues to evaluate the impact of these provisions and related tax planning strategies and elections.

13. Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share utilizing the two-class method required for participating securities. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed income. The rights, including the liquidation and dividend rights, of the holders of the Company's Class A common stock, redeemable Class A common stock, and Class B common stock are identical, except with respect to voting, and in the case of redeemable Class A common stock, redemption. As a result, the basic and diluted net loss per share for all shares of Class A common stock, redeemable Class A common stock, and Class B common stock are the same and therefore presented on a combined basis.

The Company considers its redeemable convertible preferred stock and common stock warrants to be participating securities as the holders of these securities are contractually entitled to participate in income but not contractually required to participate in losses. As such, net loss for the periods presented was not allocated to the Company's participating securities.

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The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):


	Three Months Ended September 30,					Nine Months Ended September 30,
		2025		2024		2025		2024

Numerator:
Net loss		$	(110,124)	$	(359,807)	$	(715,274)	$	(812,076)
Dividends and accretion on Series C redeemable convertible preferred stock		—		(29,360)		(28,722)		(44,956)
Net loss attributable to common stockholders, basic		$	(110,124)	$	(389,167)	$	(743,996)	$	(857,032)
Change in fair value of common stock warrants		—		—		(26,845)		—
Net loss attributable to common stockholders, diluted		$	(110,124)	$	(389,167)	$	(770,841)	$	(857,032)
Denominator:
Weighted-average shares used in computing net loss attributable to common stockholders, basic		497,886		213,806		410,954		210,889
Effect of dilutive securities:
Common stock warrants		—		—		1,224		—
Weighted-average shares used in computing net loss attributable to common stockholders, diluted		497,886		213,806		412,178		210,889
Net loss per share attributable to common stockholders, basic		$	(0.22)	$	(1.82)	$	(1.81)	$	(4.06)
Net loss per share attributable to common stockholders, diluted		$	(0.22)	$	(1.82)	$	(1.87)	$	(4.06)

The number of securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows (in thousands):


	As of September 30,
	2025	2024

Redeemable convertible preferred stock	—	188,684
Outstanding stock options	36,699	49,138
Outstanding RSUs and RSAs	27,060	—
Outstanding warrants to purchase common stock	4,337	4,337
ESPP	144	—
Total	68,240	242,159

The table above does not include 6,591,020 RSUs outstanding as of September 30, 2024 because these awards were subject to a performance-based vesting condition that was not considered probable as of that date.

14. Related-Party Transactions

The Company has entered into certain transactions, as further described below, with Magnetar Financial LLC ("Magnetar") and certain funds or accounts managed or advised by Magnetar, and such funds or accounts collectively held a significant equity interest in the Company.

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Senior Secured Notes

In connection with the issuance of the 2021 Convertible Senior Secured Notes in October 2021, the Company granted Magnetar an option to purchase up to $15 million of the Company's Class A common stock at the IPO price, which is equal to 375,000 shares at the IPO price of $40.00 per share, which is exercisable until the one-year anniversary of the IPO. As of September 30, 2025, this option is still outstanding and has not been exercised.

In October 2022, the Company executed a note issuance agreement and a note purchase agreement (the "2022 Senior Secured Notes") and between October 2022 and April 2023, the Company issued $125 million of 2022 Senior Secured Notes with maturity dates between October 2025 and April 2026 to funds or accounts managed or advised by Magnetar, along with warrants to purchase 12,144,668 shares of the Company's Class A common stock. In March 2025, the warrants were amended to fix the exercise price per share, and the Company concluded that these warrants met the requirements for equity classification. Refer to Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit) for additional information. In July 2024, the Company redeemed these notes in full, paying $137 million. In connection with the issuance of the 2022 Senior Secured Notes, the Company granted Magnetar the right to purchase up to 5% of the Company's Class A common stock issued at a price equal to the price per share in the Company's IPO. This option expired unexercised in connection with the IPO.

Redeemable Convertible Preferred Stock Financing

Between April 2023 and May 2024, the Company issued a number of shares of different classes of redeemable convertible preferred stock, some of which were acquired by certain of the Company's directors, holders of more than 5% of the Company's outstanding capital stock, and their affiliates or funds or accounts managed thereby. As described in Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders' Equity (Deficit), the shares of redeemable convertible preferred stock were converted in connection with the IPO.

Delayed Draw Term Loan Facilities

As of September 30, 2025 and December 31, 2024, $363 million and $438 million in aggregate principal amount, respectively, of the DDTL 1.0 Facility was outstanding and held by funds or accounts managed or advised by Magnetar. The Company has paid to funds or accounts managed or advised by Magnetar $25 million and $20 million in principal and incurred $13 million and $18 million in interest expense for the three months ended September 30, 2025 and 2024, respectively. The Company has paid to funds or accounts managed or advised by Magnetar $75 million and $25 million in principal and incurred $42 million and $37 million in interest expense for the nine months ended September 30, 2025 and 2024, respectively. Refer to Note 10—Debt for additional information.

As of September 30, 2025 and December 31, 2024, $139 million and $106 million of the DDTL 2.0 Facility was outstanding and held by funds or accounts managed or advised by Magnetar, respectively. The Company has not made principal payments on the DDTL 2.0 Facility as of September 30, 2025. The Company incurred $4 million and $10 million, in interest expense for the three and nine months ended September 30, 2025, respectively, and $1 million in interest expense for the three and nine months ended September 30, 2024, associated with amounts held by funds or accounts managed or advised by Magnetar. Refer to Note 10—Debt for additional information.

Magnetar Loan

In connection with the MagAI Capacity Agreement with MagAI Ventures, the Company had $265 million outstanding under the Magnetar Loan within debt, current on the condensed consolidated balance sheets as of September 30, 2025. The deposit from MagAI Ventures of $230 million was previously classified within other current liabilities on the condensed consolidated balance sheets as of December 31, 2024. The Company incurred $8 million and $35 million, respectively, in interest expense in connection with the Magnetar Loan for the three and nine months ended September 30, 2025. Refer to Note 10—Debt for additional information.

Strategic Investment

In June 2024, the Company contributed $50 million to a fund managed by Magnetar in connection with the fund's purchase of a third party's preferred stock. The Company consolidated the fund and accounted for the purchased preferred stock as privately held equity securities that do not have a readily determinable fair value measured at cost, with subsequent adjustments for observable price changes or impairments. The investment is included in other non-current assets on the condensed consolidated balance sheets.

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Equity Exchange Agreement

In September 2024, the Company entered into an equity exchange right agreement with each of its co-founders. This agreement grants each co-founder the right, but not the obligation, to exchange shares of Class A common stock received upon the exercise or settlement of equity awards for shares of Class B common stock. This right applies to equity awards previously granted to the Company’s co-founders and to equity awards that may be granted to the Company’s co-founders in the future.

Unconsolidated Joint Venture

In June 2025, the Company entered into a forward-starting lease and a development management agreement in connection with the JV, which is an unconsolidated subsidiary of the Company and a related party. These agreements are deemed to be priced at market terms as they were negotiated as part of an arms-length negotiations with the other investor in the JV. During the three and nine months ended September 30, 2025, the Company did not recognize any material income or expenses in the condensed consolidated statements of operations pursuant to these agreements. Refer to Note 8—Leases for additional information.

15. Geographic Information

Revenue by geography is based on the address of the customer as specified in the Company's customer contracts. The following table sets forth revenue by geographic area (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
		2025		2024		2025		2024
United States		$	1,281,336	$	547,150	$	3,358,415	$	1,094,221
All other countries		83,340		36,791		200,681		73,775
Total revenue		$	1,364,676	$	583,941	$	3,559,096	$	1,167,996

The Company's long-lived assets are attributed to a country based on the physical location of the assets. It defines long-lived assets as property and equipment and operating lease right-of-use assets because many of these assets cannot be readily moved and are relatively illiquid, subjecting them to geographic risk.

As of September 30, 2025 and December 31, 2024, 84% and 90%, respectively, of the Company's long-lived assets were located in the United States, and no other single country accounted for more than 10% of these assets.

16. Subsequent Events

In October 2025, the Company acquired Marimo Inc., the creator of the open-source marimo notebook, an AI-native, reactive development environment for Python, purpose-built for AI and data workloads. The acquisition is expected to strengthen CoreWeave's vertically integrated platform, empowering developers to build, scale, and deploy applications faster and more efficiently.

In October 2025, the Company entered into additional financing arrangements with various OEMs. The financing arrangements have an aggregate notional balance of up to $2.7 billion. The financing arrangements have terms ranging from five to six years.

In October and November 2025, the Company executed additional lease agreements, primarily for data centers and office facilities. The aggregate amount of estimated future undiscounted lease payments associated with such leases is $3.4 billion. The leases are expected to commence between 2025 and 2027 with estimated lease terms of three to 12 years.

In November 2025, the Company acquired Monolith AI Limited, a pioneer in applying artificial intelligence and machine learning to solve complex physics and engineering challenges. The acquisition is expected to help the Company offer a full-stack AI platform for industrial and manufacturing enterprises.

In November 2025, the Company amended its Revolving Credit Facility to increase the capacity to $2.5 billion and to modify certain covenant metrics. The amendment also extended the maturity to November 2029. With the upsize of the Revolving Credit Facility, the letter of credit sub-facility increased to $600 million.

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Item 2. 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 Combination to 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.

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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.

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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.

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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		%

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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.

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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)

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Gain (loss) on fair value adjustments			$	—					$	(341,133)					$	341,133					NM						$	26,837					$	(748,864)					$	775,701					NM

NM-Not meaningful

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.

CoreWeave, Inc. 10-Q