FALSE000176962800017696282026-03-302026-03-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 30, 2026
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CoreWeave, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
| 001-42563
| 82-3060021 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ | | 07039 |
(Address of registrant's principal executive offices) | | (Zip Code) |
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Registrant's telephone number, including area code: (973) 270-9737 |
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Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | Trading Symbol | 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2026, CoreWeave Compute Acquisition Co. VIII, LLC (“CCAC VIII” or 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 MUFG Bank, Ltd., 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 Asset Funding, Inc., as coordinating lead arrangers and joint bookrunners, and the lenders party thereto, providing for an $8.5 billion delayed draw term loan facility (the “DDTL 4.0 Facility”). The DDTL 4.0 Facility was entered into primarily to finance capital expenditures required to perform a customer contract, including the acquisition of GPU servers and related infrastructure.
Availability and Maturity
The DDTL 4.0 Facility provides for delayed draw term loans available in one or more draws until the commitment termination date in June 2027. The maturity date of the DDTL 4.0 Facility is March 31, 2032.
Interest Rate and Fees
Amounts borrowed under the DDTL 4.0 Facility are subject to an interest rate per annum equal to, (a) with respect to floating rate loans, (i) for SOFR loans, daily compounded SOFR (subject to a 0.00% floor) plus an applicable margin of 2.25% 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 1.25% per annum, and (b) with respect to fixed rate loans, 2.00% per annum plus a blended rate based upon the United States Treasury security with a constant maturity most nearly equal to but less than a weighted average life of 3.14 years. The DDTL 4.0 Facility provides for payment of, among others, undrawn fees in an amount equal to 0.50% per annum on the actual daily undrawn portion of the DDTL 4.0 Facility, which undrawn fees are payable monthly in arrears.
Guarantees and Security
All obligations under the DDTL 4.0 Facility are guaranteed by the Parent on a limited recourse basis for specified “bad acts” pursuant to a limited guarantee, dated as of March 30, 2026, by the Parent for the benefit of the lenders (the “Limited Guarantee”), and all obligations under the DDTL 4.0 Facility are also unconditionally guaranteed by the subsidiaries of the Borrower pursuant to the collateral agreement. All obligations under the DDTL 4.0 Facility are secured by substantially all assets of CCAC VIII and its subsidiaries and a pledge of 100% of the equity interests in CCAC VIII held by CCAC VIII Holdco LLC.
Covenants
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) June 30, 2027, the Borrower is required to maintain a debt service coverage ratio of at least 1.15x.
Certain Other Covenants and Events of Default. The DDTL 4.0 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 4.0 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 Limited Guarantee, 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.
Item 7.01. Regulation FD Disclosure
On March 31, 2026, the Parent issued a press release announcing the closing of the DDTL 4.0 Facility. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Parent under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. | | Description |
10.1†^ | | Credit Agreement between CoreWeave Compute Acquisition Co. VIII, LLC, U.S. Bank National Association, as depository bank, MUFG Bank, Ltd., as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent, Morgan Stanley Asset Funding, Inc. and MUFG Bank, Ltd., as coordinating lead arrangers and joint bookrunners, and other lenders party thereto, dated March 30, 2026.
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10.2 | | Limited Guarantee signed by CoreWeave, Inc., in favor of U.S. Bank Trust Company, National Association for the benefit of the lenders, dated March 30, 2026. |
99.1 | | Press Release of the Company relating to the DDTL 4.0 Facility, dated March 31, 2026. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† The registrant has omitted portions of the exhibit (indicated by "[*]") as permitted under Item 601(b)(10) of Regulation S-K.
^ The registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 31, 2026
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COREWEAVE, INC. |
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By: | /s/ Michael Intrator |
Name: | Michael Intrator |
Title: | Chief Executive Officer |
EXHIBIT 99.1
COREWEAVE CLOSES LANDMARK $8.5 BILLION FINANCING FACILITY,
ACHIEVING FIRST INVESTMENT-GRADE RATED GPU-BACKED FINANCING
●Financing reflects further reduction in cost of capital and growing institutional confidence in CoreWeave’s model, execution, and AI adoption.
●First of a kind non-recourse facility, with an A3 / A (low) rating, marking the first HPC infrastructure delayed draw term loan to achieve investment grade status.
●Transaction fulfills financing requirements to deliver previously contracted cloud services with leading AI enterprise, expanding CoreWeave’s high-performance AI cloud footprint.
LIVINGSTON, N.J.– March 31, 2026 – CoreWeave, Inc. (Nasdaq: CRWV), The Essential Cloud for AI™, today announced it has closed an $8.5 billion delayed draw term loan facility (“DDTL 4.0 Facility”), supporting the continued expansion of its AI cloud platform.
The DDTL 4.0 Facility received ratings of A3 by Moody’s and A (low) by DBRS, respectively, representing the first investment-grade rated financing secured by HPC infrastructure and an associated customer contract.
“We’re proud to partner with leading financial institutions on this landmark transaction as we continue to innovate within the capital markets while further reducing our cost of capital,” said Brannin McBee, Chief Development Officer and co-founder of CoreWeave. “This reflects confidence in AI adoption and represents continued market validation of our model that is proving both repeatable and scalable, enabling us to meet accelerating demand from our customers.”
The structure enables CoreWeave to borrow up to approximately $7.5 billion initially, with the ability to increase total borrowing capacity to $8.5 billion as underlying assets reach stabilization. The facility is designed to provide enhanced access to low-cost capital to support CoreWeave’s continued investment to meet customer demand.
The facility builds on CoreWeave’s sustained momentum, including securing equity and debt financing commitments that now total approximately $28 billion in the past 12 months.
The new DDTL 4.0 Facility demonstrates CoreWeave’s progress in reducing its cost of capital and enhancing its credit profile. The facility includes a floating rate tranche financed at SOFR + 2.25% and a fixed rate tranche financed at approximately 5.9%. The DDTL 4.0 Facility matures in March 2032 and is secured by substantially all assets of CoreWeave Compute Acquisition Co. VIII, LLC.
MUFG and Morgan Stanley served as co-structuring agents and joint bookrunners with Goldman Sachs and JPMorgan serving as additional coordinating lead arrangers for the transaction, which was meaningfully oversubscribed. The facility was anchored by Blackstone Credit & Insurance and included participation from a diverse group of global financial institutions, asset managers, and insurance investors.
About CoreWeave
CoreWeave is The Essential Cloud for AI™. Built for pioneers by pioneers, CoreWeave delivers a platform of technology, tools, and teams that enables innovators to move at the pace of innovation, building and scaling AI with confidence. Trusted by leading AI labs, startups, and global enterprises, CoreWeave serves as a force multiplier by combining superior infrastructure performance with deep technical expertise to accelerate breakthroughs. Established in 2017, CoreWeave completed its public listing on Nasdaq (CRWV) in March 2025. Learn more at www.coreweave.com.
