CoreWeave files 8-K: entry into a material agreement, creation of a material debt / off-balance-sheet obligation, Regulation FD disclosure

Item 1.01 Entry into a Material Definitive Agreement.

On August 7, 2026, CoreWeave Financing DDTL V-V, LLC (the “Borrower”), a Delaware limited liability company and an indirect subsidiary of CoreWeave, Inc., a Delaware corporation (the “Parent”), entered into a credit agreement (the “Credit Agreement”) with, inter alios , JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent, U.S. Bank National Association, as depositary bank, JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd. as joint lead arrangers, joint bookrunners and syndication agents, and the lenders party thereto, providing for a $2.6 billion delayed draw term loan facility (the “DDTL 5.5 Facility”). The DDTL 5.5 Facility was entered into primarily to finance capital expenditures required to perform certain customer contracts, including the acquisition of GPU servers and related infrastructure.

The DDTL 5.5 Facility provides for delayed draw term loans available in one or more draws until the commitment termination date in December 2026. The maturity date of the DDTL 5.5 Facility is September 1, 2031.

Interest Rate and Fees Amounts borrowed under the DDTL 5.5 Facility are subject to an interest rate per annum equal to (i) for SOFR loans, Term SOFR (subject to a 0.00% floor) plus an applicable margin of 5.50% per annum, and (ii) for base rate loans, the base rate (determined by reference to the highest of (A) the prime rate, (B) the federal funds effective rate plus 0.50% and (C) Term SOFR for a one-month tenor plus 1.00%) (subject to a 0.00% floor), plus an applicable margin of 4.50% per annum. The DDTL 5.5 Facility provides for payment of, among others, undrawn fees in an amount equal to 0.50% per annum on the average daily undrawn portion of the DDTL 5.5 Facility, which undrawn fees are payable monthly in arrears.

Guarantees and Security All obligations under the DDTL 5.5 Facility are unconditionally guaranteed by the Parent pursuant to a parent guarantee and pledge agreement, dated as of August 7, 2026, by and among the Parent, CW Financing DDTL V-V Holdco, LLC, a Delaware limited liability company, and U.S. Bank Trust Company, National Association (the “Parent Guarantee and Pledge Agreement”), and all obligations under the DDTL 5.5 Facility are also unconditionally guaranteed by the subsidiaries of the Borrower pursuant to a collateral agreement. All obligations under the DDTL 5.5 Facility are secured by substantially all assets of the Borrower and its subsidiaries and a pledge of 100% of the equity interests in the Borrower held by CW Financing DDTL V-V Holdco, LLC.

The Borrower is required to comply with the following covenants, among others described in the Credit Agreement:

Debt Service Coverage Ratio. Beginning the first full calendar month after the earlier to occur of (a) the date on which the commitments are reduced to zero and (b) December 31, 2026, the Borrower is required to maintain a debt service coverage ratio of at least 1.35x.

Certain Other Covenants and Events of Default. The DDTL 5.5 Facility contains a number of other customary negative covenants, and the Credit Agreement contains customary events of default, including payment defaults, failure to perform or observe covenants, cross-defaults with certain other indebtedness, a change of control, and certain bankruptcy events. The Credit Agreement also contains events of default related to certain adverse events with respect to certain material contracts.

The foregoing summary of the DDTL 5.5 Facility does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Credit Agreement and the Parent Guarantee and Pledge Agreement, which are filed as Exhibits 10.1 and 10.2 hereto respectively, and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under Item 1.01 is incorporated into this Item 2.03 by reference.

COREWEAVE CLOSES $2.6 BILLION LOAN FACILITY, EXPANDING FINANCING FLEXIBILITY FOR AI INFRASTRUCTURE

● Facility is backed by a diverse group of leading AI, financial services, and technology customers

● Facility’s approximate five-year maturity extends beyond the average three-year length of underlying customer contracts, reflecting lender confidence in long-term GPU demand

● Innovative structure allows CoreWeave to efficiently finance shorter-dated contracts, unlocking a broader base of enterprise customers and higher-margin deals

LIVINGSTON, N.J. — AUGUST 10, 2026 — CoreWeave, Inc. (Nasdaq: CRWV), The Essential Cloud for AI™, today announced it has closed its $2.6 billion delayed draw term loan facility (“DDTL 5.5 Facility”), supporting the continued expansion of its AI cloud platform and committed customer deployments.

The DDTL 5.5 Facility extends CoreWeave’s HPC infrastructure-backed financing platform by broadening the scope of customer contracts eligible for publicly syndicated infrastructure financing. Unlike prior delayed draw term loan facilities backed by customer contracts extending through the maturity of the debt, the DDTL 5.5 Facility carries an approximate five-year maturity while its underlying customer contracts average approximately three years in length. By financing these shorter-date commitments, lenders are signalling confidence in the long-term value of NVIDIA GPUs running on CoreWeave’s cloud platform and a willingness to underwrite renewal risk. These shorter duration customer contracts also often command higher prices, which CoreWeave expects to allow it to capture higher margins while expanding market reach.

“This transaction demonstrates the continued evolution and growing flexibility of AI infrastructure financing and represents a major unlock for CoreWeave,” said Brannin McBee, co-founder and chief development officer at CoreWeave. “Lenders are now comfortable financing shorter-dated contracts, which allows us to target a wider variety of customers, including global enterprises that typically favor shorter-term agreements.”

The facility received ratings of Ba2 from Moody’s and BB+ from Fitch, reflecting the strength of the collateral and structural protections supporting the transaction.

Proceeds from the DDTL 5.5 Facility will support the purchase and deployment of HPC-backed infrastructure dedicated to customer contracts. The facility includes the option for CoreWeave to either renew existing contracts or re-lease capacity to other customers at the end of the initial underlying contracts, subject to the criteria described in the credit agreement for the DDTL 5.5 Facility.

The transaction was meaningfully oversubscribed, attracting exceptional investor demand, and priced at SOFR + 5.50%. The DDTL 5.5 Facility was issued through CoreWeave Financing DDTL V-V, LLC.

JPMorgan and Mitsubishi UFJ Financial Group served as joint lead arrangers and bookrunners for the transaction.

The DDTL 5.5 Facility builds on CoreWeave’s continued capital markets momentum and follows the company’s previously announced $3.1 billion DDTL 5.0 facility completed earlier this year. With the closing of this transaction, CoreWeave has secured more than $30 billion of debt and equity capital year-to-date, representing a significant step in CoreWeave's evolution as it continues to scale its global footprint and service offerings for a larger and more diverse set of customers.