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 May 15, 2026, CoreWeave Financing DDTL 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 Morgan Stanley Senior Funding, Inc., as administrative agent, U.S. Bank Trust Company, National Association as collateral agent, U.S. Bank National Association, as depository bank, MUFG Bank, Ltd. and Morgan Stanley Senior Funding, Inc. as coordinating lead arrangers and joint bookrunners, and the lenders party thereto, providing for a $3.1 billion delayed draw term loan facility (the “DDTL 5.0 Facility”). The DDTL 5.0 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 5.0 Facility provides for delayed draw term loans available in one or more draws until the commitment termination date in September 2026. The maturity date of the DDTL 5.0 Facility is November 15, 2031.

Interest Rate and Fees Amounts borrowed under the DDTL 5.0 Facility are subject to an interest rate per annum equal to (i) for SOFR loans, daily compounded SOFR (subject to a 0.00% floor) plus an applicable margin of 4.50% 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) daily simple SOFR plus 1.00%) (subject to a 0.00% floor), plus an applicable margin of 3.50% per annum. The DDTL 5.0 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 5.0 Facility, which undrawn fees are payable monthly in arrears.

Guarantees and Security All obligations under the DDTL 5.0 Facility are unconditionally guaranteed by the Parent pursuant to a parent guarantee and pledge agreement, dated as of May 15, 2026, by and among the Parent, CW Financing DDTL 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 5.0 Facility are also unconditionally guaranteed by the subsidiaries of the Borrower pursuant to a collateral agreement. All obligations under the DDTL 5.0 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 Holdco, LLC.

The Borrower is required to comply with the following financial 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) September 30, 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 5.0 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 5.0 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.

● Facility supports deployment of infrastructure dedicated to two customer contracts.

● Meaningfully oversubscribed transaction with exceptional investor demand, pricing by 50 basis points during syndication.

● Ba2 ratings from Moody’s and BB+ from Fitch, further validating the emerging asset class for AI infrastructure financing.

LIVINGSTON, N.J. — May 18, 2026 — CoreWeave, Inc. (Nasdaq: CRWV), The Essential Cloud for AI™, today announced it has closed its $3.1 billion delayed draw term loan facility (“DDTL 5.0 Facility”), supporting continued expansion of its AI cloud platform and committed customer deployments.

The DDTL 5.0 Facility marks the first publicly syndicated HPC infrastructure-backed financing vehicle, significantly expanding the addressable investor base for AI infrastructure financing and enabling secondary market trading.

The facility received ratings of Ba2 from Moody’s and BB+ from Fitch, further validating the growing institutional maturity of the AI infrastructure financing market as an emerging asset class.

“This transaction further validates HPC infrastructure-backed financing as a scalable new asset class designed to support long-term AI demand. We believe this approach is becoming one of the defining investment categories of the next decade,” said Brannin McBee, co-founder and chief development officer at CoreWeave. “The exceptional investor demand for this facility reflects growing institutional confidence in our execution, customer commitments, and business model, along with sustained conviction that AI adoption is accelerating.”

Proceeds from the DDTL 5.0 Facility will support the purchase and deployment of infrastructure dedicated to customer contracts with two large, non-investment grade customers, further expanding CoreWeave’s AI cloud footprint.

The transaction was meaningfully oversubscribed, attracting exceptional investor demand during syndication. Strong market interest enabled pricing to tighten by 50 basis points from initial discussions, resulting in final pricing at SOFR + 4.50%.

The DDTL 5.0 Facility has a maturity of approximately 5.5 years and was issued through CoreWeave Financing DDTL V, LLC. The facility is structured as a delayed draw term loan designed to align funding with the deployment schedule and useful life of the underlying GPU infrastructure assets.

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

The DDTL 5.0 Facility builds on CoreWeave’s continued capital markets momentum and follows the company’s previously announced $8.5 billion investment-grade rated DDTL 4.0 facility completed earlier this year. With the closing of this latest transaction, CoreWeave has secured more than $20 billion of debt and equity capital year-to-date to support continued expansion of its AI cloud platform.