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CoreWeave (Nasdaq: CRWV) closes $3.1B AI infrastructure loan facility

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CoreWeave, Inc. entered into a new $3.1 billion delayed draw term loan facility to help finance GPU servers and related infrastructure for certain AI customer contracts. The facility, maturing on November 15, 2031, allows multiple draws through September 2026.

Borrowings bear interest at daily compounded SOFR plus 4.50%, or a base rate plus 3.50%, with a 0.50% annual fee on undrawn amounts. The debt is guaranteed by CoreWeave and key subsidiaries and is secured by substantially all assets of the borrowing group.

The loan requires a minimum debt service coverage ratio of 1.35x beginning after September 30, 2026, and includes customary covenants and default provisions. The press release highlights that the deal was meaningfully oversubscribed, priced 50 basis points tighter during syndication, and received ratings of Ba2 from Moody’s and BB+ from Fitch.

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Insights

CoreWeave adds $3.1B structured debt to fund AI GPU build-out.

CoreWeave arranged a $3.1 billion delayed draw term loan to match infrastructure spending for specific AI customer contracts. The loan runs to November 15, 2031, with SOFR-based pricing plus a 4.50% margin and a 0.50% undrawn fee.

The debt is guaranteed by the parent and secured by substantially all assets of the borrowing group, indicating a senior, asset-backed structure. A minimum debt service coverage ratio of 1.35x starting after September 30, 2026 adds a key performance constraint alongside customary covenants and change-of-control and contract-related defaults.

Ratings of Ba2 (Moody’s) and BB+ (Fitch) place this in sub-investment-grade territory but still relatively strong within high yield. The oversubscribed book and 50-basis-point pricing tighten suggest solid lender interest, while leverage effects and covenant headroom will be clarified in future company filings.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
DDTL 5.0 facility size $3.1 billion Delayed draw term loan to fund GPU infrastructure
SOFR loan margin SOFR + 4.50% per annum Interest rate on SOFR-based borrowings under facility
Base rate loan margin Base rate + 3.50% per annum Interest rate option using base rate benchmark
Undrawn fee 0.50% per annum On average daily undrawn portion, payable monthly
Maturity date November 15, 2031 Final maturity of DDTL 5.0 Facility
Debt service coverage covenant 1.35x minimum Applies from after September 30, 2026
Ratings Ba2 (Moody’s), BB+ (Fitch) Credit ratings for DDTL 5.0 Facility
Year-to-date capital raised More than $20 billion Debt and equity capital secured year-to-date
delayed draw term loan facility financial
"providing for a $3.1 billion delayed draw term loan facility (the “DDTL 5.0 Facility”)"
A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.
debt service coverage ratio financial
"the Borrower is required to maintain a debt service coverage ratio of at least 1.35x"
Debt service coverage ratio measures how many times a company's available cash flow can pay its scheduled debt payments (interest plus principal). Think of it like checking how many months of take-home pay it would take to cover your mortgage and loan bills; a higher number means a bigger cushion against missed payments. Investors use it to gauge credit risk, the likelihood of default, and whether a company can afford dividends or new borrowing.
undrawn fees financial
"undrawn fees in an amount equal to 0.50% per annum on the average daily undrawn portion"
change of control financial
"customary events of default, including payment defaults, failure to perform or observe covenants, cross-defaults... a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Ba2 financial
"Ba2 ratings from Moody’s and BB+ from Fitch, further validating the emerging asset class"
A BA.2 is a specific subvariant of the Omicron family of the SARS‑CoV‑2 virus; think of it as a new model of the same car with some small but meaningful tweaks. It matters to investors because changes in how contagious it is, how well vaccines or treatments work against it, or how governments respond can affect consumer behavior, workforce availability, travel and supply chains, and therefore the revenues and stock prices of many businesses.
BB+ financial
"Ba2 ratings from Moody’s and BB+ from Fitch, further validating the emerging asset class"
A "BB+" rating is a credit-score label given by rating agencies to debt issuers that are below investment-grade, meaning they carry higher risk of financial trouble than top-rated borrowers but are not the weakest. Think of it like a car with noticeable wear: it still runs but needs closer monitoring. For investors, a BB+ signal matters because it implies higher yield potential to compensate for risk and greater sensitivity to economic swings and company-specific news.
Understanding 8-K Material Events →
FALSE000176962800017696282026-05-152026-05-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 15, 2026
___________________________________
CoreWeave, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

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)
Registrant's telephone number, including area code: (973) 270-9737
___________________________________
Not Applicable
(Former name or former address, if changed since last report)
___________________________________
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):

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

Availability and Maturity

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.

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) 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.

Item 7.01 Regulation FD Disclosure



On May 18, 2026, the Parent issued a press release announcing the closing of the DDTL 5.0 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.

Exhibit No.
Description
10.1†^
Credit Agreement between CoreWeave Financing DDTL V, LLC, U.S. Bank National Association, as depository bank, Morgan Stanley Senior Funding, Inc., as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent, Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd., as coordinating lead arrangers and joint bookrunners, and other lenders party thereto, dated May 15, 2026.


10.2^
Parent Guarantee and Pledge Agreement signed by CoreWeave, Inc., CW Financing DDTL V Holdco, LLC, and U.S. Bank Trust Company, National Association and for the benefit of the lenders, dated May 15, 2026.
99.1
Press Release of the Company relating to the DDTL 5.0 Facility, dated May 18, 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: May 18, 2026

COREWEAVE, INC.
By:
/s/ Michael Intrator
Name:
Michael Intrator
Title:
Chief Executive Officer


EXHIBIT 99.1

COREWEAVE CLOSES $3.1 BILLION LOAN FACILITY, EXPANDING ACCESS
TO PUBLIC MARKETS FOR GPU-BACKED FINANCING

●First publicly syndicated HPC-backed delayed draw term loan facility, significantly expanding investor base for AI infrastructure financing.
●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.
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.


Source: View Original Filing on SEC EDGAR

FAQ

What is CoreWeave (CRWV) using the $3.1 billion DDTL 5.0 Facility for?

CoreWeave plans to use the $3.1 billion delayed draw term loan to fund GPU servers and related infrastructure. These assets support infrastructure dedicated to two large non-investment-grade customer contracts and expand the company’s AI cloud platform and committed customer deployments.

What are the key terms of CoreWeave’s $3.1 billion loan facility?

The facility matures on November 15, 2031, with draws allowed until September 2026. Borrowings are priced at daily compounded SOFR plus 4.50% or a base rate plus 3.50%, plus a 0.50% annual undrawn fee on the average daily unused commitment.

How is CoreWeave’s DDTL 5.0 Facility structured and secured?

The loan is issued through CoreWeave Financing DDTL V, LLC and is fully guaranteed by CoreWeave and certain subsidiaries. It is secured by substantially all assets of the borrower group and a pledge of 100% of the borrower’s equity interests held by its holding company.

What financial covenants apply to CoreWeave’s new $3.1 billion loan?

The borrower must maintain a debt service coverage ratio of at least 1.35x starting after the earlier of commitments being reduced to zero or September 30, 2026. The agreement also includes customary negative covenants, cross-default provisions, change-of-control triggers, and bankruptcy-related events of default.

How did the market respond to CoreWeave’s DDTL 5.0 Facility?

The transaction was meaningfully oversubscribed, indicating strong investor demand during syndication. This demand allowed pricing to tighten by 50 basis points from initial discussions, resulting in final pricing at SOFR plus 4.50% according to the company’s press release.

What credit ratings did CoreWeave’s $3.1 billion facility receive?

The facility received a Ba2 rating from Moody’s and a BB+ rating from Fitch. These sub-investment-grade ratings nonetheless reflect relatively strong standing within the high-yield category and support recognition of AI infrastructure financing as an emerging institutional asset class.

How does the DDTL 5.0 Facility fit into CoreWeave’s broader capital raising?

The DDTL 5.0 Facility follows an $8.5 billion investment-grade rated DDTL 4.0 facility completed earlier in the year. With this latest transaction, CoreWeave states it has secured more than $20 billion of debt and equity capital year-to-date to support its AI cloud expansion.

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