CoreWeave signs $6.3B NVIDIA cloud capacity deal

CoreWeave, Inc. entered into a new order form with NVIDIA Corporation under their existing Master Services Agreement dated April 10, 2023.

Rhea-AI Filing Summary

CoreWeave, Inc. entered into a new order form with NVIDIA Corporation under their existing Master Services Agreement dated April 10, 2023. The order form has an initial value of $6.3 billion and governs the sale of reserved cloud computing capacity to CoreWeave’s customers while giving NVIDIA access to any residual unsold capacity.

When CoreWeave’s datacenter capacity is not fully utilized by its own customers, NVIDIA is obligated to purchase the remaining capacity through April 13, 2032, subject to delivery and service availability requirements and standard termination rights. CoreWeave determined that this Master Services Agreement is now material due to its amount and significance. The agreement includes customary terms such as representations, warranties, indemnification, and liability limits, and NVIDIA also supplies GPUs to CoreWeave and is a stockholder.

Positive

• CoreWeave entered a new order form with NVIDIA under its Master Services Agreement with an initial value of $6.3 billion tied to reserved cloud computing capacity.
• NVIDIA is obligated to purchase CoreWeave’s residual unsold datacenter capacity through April 13, 2032, supporting potential long-term utilization of CoreWeave’s infrastructure.

Negative

• None.

Insights

Cloud infrastructure and contracts analyst

CoreWeave secures a long-term, multibillion-dollar capacity commitment from NVIDIA.

The new order form under CoreWeave’s Master Services Agreement with NVIDIA has an initial value of $6.3 billion, tied to reserved cloud computing capacity. This structure lets CoreWeave sell capacity to its own customers first while giving NVIDIA rights to purchase any residual unsold capacity. The arrangement runs through April 13, 2032, anchored by the existing MSA dated April 10, 2023.

NVIDIA’s obligation to purchase unused capacity, subject to delivery and service availability, can help support utilization of CoreWeave’s datacenters over many years. Standard termination rights apply, including 30 days’ notice for breach and insolvency-related events not dismissed within 90 days. NVIDIA also supplies GPUs and holds equity in CoreWeave, so this agreement deepens an already strategic commercial and ownership relationship.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

FAQ

What did CoreWeave (CRWV) announce in this 8-K filing?

CoreWeave reported a new order form with NVIDIA under an existing Master Services Agreement, covering reserved cloud computing capacity sales and NVIDIA’s access to unsold capacity.

What is the value of CoreWeave’s new agreement with NVIDIA?

The new order form under the Master Services Agreement between CoreWeave and NVIDIA has an initial value of $6.3 billion.

How does NVIDIA use CoreWeave’s cloud capacity under this agreement?

CoreWeave sells reserved cloud computing capacity to its own customers first, and when its datacenter capacity is not fully utilized, NVIDIA is obligated to purchase the residual unsold capacity, subject to delivery and service availability conditions.

How long does NVIDIA’s purchase obligation to CoreWeave last?

NVIDIA’s obligation to purchase residual unsold cloud computing capacity from CoreWeave runs through April 13, 2032, subject to termination rights and service requirements.

Why is the Master Services Agreement now considered material for CoreWeave?

CoreWeave determined the Master Services Agreement with NVIDIA is a material agreement because it is no longer immaterial in amount or significance, reflecting the scale and importance of the new order form.

What termination rights exist in the CoreWeave–NVIDIA Master Services Agreement?

Either party may terminate the Master Services Agreement and any order under it with 30 days’ written notice of a breach, or if the other party enters insolvency or similar proceedings that are not dismissed within 90 days.

What other relationships does NVIDIA have with CoreWeave?

NVIDIA also supplies CoreWeave with NVIDIA GPUs and is a stockholder of the company, in addition to being a counterparty under the Master Services Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/15/2025 - 08:59 AM Learn about SEC filing dates

FALSE000176962800017696282025-09-092025-09-09

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): September 15, 2025 (September 9, 2025)

___________________________________

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)			(I.R.S. 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 September 9, 2025, CoreWeave, Inc. (the “Company”) and NVIDIA Corporation (“NVIDIA”) entered into a new order form (the “Order Form”) under the existing Master Services Agreement (“MSA”) dated as of April 10, 2023, which has an initial value of $6.3 billion, that establishes an arrangement with respect to the sale by the Company of reserved cloud computing capacity to its customers and provides NVIDIA access to any residual unsold cloud computing capacity. Under the terms of agreement, in instances where the Company’s datacenter capacity is not fully utilized by its own customers, NVIDIA is obligated to purchase the residual unsold capacity through April 13, 2032, subject to any termination described below and satisfaction of delivery and availability of service requirements. The Company has determined that the MSA is a material agreement within the meaning of Item 1.01 of Form 8-K because the MSA is no longer immaterial in amount or significance. The MSA will remain in place until either all outstanding orders under the MSA are expired or terminated, or the MSA is otherwise terminated in accordance with its terms. Either party may terminate the MSA (and any order thereunder) (i) upon 30 days’ written notice to the other party of a breach or (ii) if the other party becomes subject to a bankruptcy petition or other insolvency proceeding, receivership, liquidation or assignment for the benefit of creditors and such proceedings are not dismissed within 90 days. The MSA contains customary provisions regarding representations and warranties, indemnification, and limitations on liabilities. In addition to the MSA, NVIDIA supplies the Company with NVIDIA GPUs and is a stockholder of the Company.

The foregoing description of the MSA is qualified in its entirety by reference to the text of the MSA, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

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: September 15, 2025

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