CoreWeave plans $3B converts, 35M-share sale
CoreWeave plans a large convertible notes deal and new equity distribution program while reporting triple-digit revenue and backlog growth.
Rhea-AI Filing Summary
CoreWeave, Inc. (CRWV) announced plans to raise substantial capital through both debt and equity. The company intends to offer, subject to market and customary conditions, $3.0 billion in aggregate principal amount of convertible senior notes due 2033 in a private Rule 144A offering, with an option for initial purchasers to buy up to an additional $500 million. The notes will be senior unsecured obligations, guaranteed by certain wholly owned subsidiaries, and CoreWeave expects to enter into capped call transactions to cover the shares initially underlying the notes, using part of the net proceeds to fund these hedges and the remainder for general corporate purposes.
Separately, CoreWeave entered into an Equity Distribution Agreement allowing the sale of up to 35,000,000 Class A shares from time to time, including through at-the-market offerings and collared forward sale agreements, with sales agents earning up to 2.0% commissions. The company may receive additional proceeds upon settlement of any Collared Forward Sale Agreements, also earmarked for general corporate purposes, including debt repayment and capital spending. Supplemental investor materials report strong Q2 2026 results, with $2.6 billion revenue, 112% year-over-year growth, $104.2 billion revenue backlog (up 246% year over year), $1.51 billion adjusted EBITDA (59% margin), and a significant adjusted net loss of $567 million.
Positive
- Q2 2026 revenue grew 112% year over year to $2.6 billion, indicating rapid expansion of CoreWeave’s AI cloud business.
- Revenue backlog reached $104.2 billion, up 246% year over year, providing long-term visibility under committed customer contracts.
- Adjusted EBITDA was $1.51 billion with a 59% margin, showing strong underlying profitability despite high growth investments.
- Weighted average interest cost on debt declined to 7.8% on a pro forma basis, implying meaningful annualized interest savings compared with prior periods.
Negative
- Despite strong growth, adjusted net loss was $567 million in Q2 2026, and reported net loss was $626 million, reflecting substantial ongoing GAAP losses.
- Total debt was $35.6–$38.6 billion around Q2 2026 versus $104.2 billion of revenue backlog, indicating a highly leveraged capital structure even with improving borrowing costs.
Filing Explained
Existing holders face only conditional dilution at this stage; its eventual amount depends on note pricing, conversion settlement, and any equity sales.
The disclosure remains at the proposal stage: the notes have not been issued, and the equity agreement permits up to
If sales or conversion occur, existing holders face potential dilution because additional Class A shares could increase the total share count; the expected capped calls may reduce that potential, but only subject to a cap.
The conversion economics are not yet fixed: the interest rate and initial conversion rate will be set at pricing, and CoreWeave may settle conversions in cash, shares, or a combination.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Convertible notes base size: $3.0 billion aggregate principal amount
Additional notes option: $500 million aggregate principal amount
Equity Distribution Agreement capacity: 35,000,000 shares of Class A common stock
+5 more
8 metrics
Convertible notes base size
$3.0 billion aggregate principal amount
Intended private offering of convertible senior notes due 2033
Additional notes option
$500 million aggregate principal amount
Optional additional convertible senior notes for initial purchasers
Equity Distribution Agreement capacity
35,000,000 shares of Class A common stock
Maximum shares that may be offered and sold from time to time
Q2 2026 revenue
$2.575 billion
Quarter ended June 30, 2026; 112% year-over-year growth
Revenue backlog
$104.2 billion
As of June 30, 2026; 246% year-over-year increase
Adjusted EBITDA
$1.51 billion (59% margin)
Q2 2026 non-GAAP measure
Adjusted net loss
$567 million (22% margin)
Q2 2026 non-GAAP measure
Total debt and interest rate
$35.6–$38.6 billion at 8.3%–7.8% weighted average rate
Q2 2026 reported and pro forma debt and cost of debt
Key Terms
capped call transactions, Collared Forward Sale Agreement, Revenue Backlog, Adjusted EBITDA, +2 more
6 terms
capped call transactions financial
"expects to enter into privately negotiated capped call transactions"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
Collared Forward Sale Agreement financial
"may enter into one or more collared forward sale agreements"
A collared forward sale agreement is a contract to sell an asset at a future date where the seller locks in a guaranteed minimum price and accepts a capped maximum price by combining a forward sale with a purchased put (floor) and a sold call (cap). Think of it as agreeing to a future sale while placing a protective price band around the outcome. It matters to investors because it reduces revenue volatility but also limits potential upside and creates counterparty and timing risk.
Revenue Backlog financial
"Revenue Backlog includes remaining performance obligations"
Revenue backlog is the total value of confirmed sales, contracts, or orders that a company has committed to deliver but has not yet recognized as revenue; think of it as a queue of future income the business has already promised to customers. Investors care because backlog shows near-term sales visibility and growth potential—like knowing how many jobs are already scheduled—and it helps assess whether reported results are likely to continue, slow, or be at risk from cancellations or delays.
Adjusted EBITDA financial
"Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Loss"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Rule 144A regulatory
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
at the market offering financial
"including, without limitation, an “at the market offering” as defined in Rule 415"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What capital raise did CoreWeave (CRWV) announce in this 8-K?
CoreWeave announced an intended private offering of $3.0 billion of convertible senior notes due 2033, with an option for initial purchasers to buy up to an additional $500 million aggregate principal amount, all offered to qualified institutional buyers under Rule 144A.
How will CoreWeave (CRWV) use the proceeds from the convertible notes offering?
CoreWeave intends to use a portion of the net proceeds to fund capped call transactions related to the notes and the remainder for general corporate purposes. If the option for additional notes is exercised, additional proceeds will be used similarly.
What equity issuance capacity did CoreWeave (CRWV) establish via the Equity Distribution Agreement?
CoreWeave’s Equity Distribution Agreement allows the offer and sale of up to 35,000,000 shares of Class A common stock through sales agents and potential Collared Forward Sale Agreements, with sales agents earning commissions of up to 2.0% of the sale price.
What were CoreWeave’s key Q2 2026 financial results mentioned in the filing?
For Q2 2026, CoreWeave reported $2.6 billion revenue, up 112% year over year, revenue backlog of $104.2 billion (up 246% year over year), $1.51 billion adjusted EBITDA with a 59% margin, and an adjusted net loss of $567 million.
How leveraged is CoreWeave (CRWV) according to the investor information in this 8-K?
CoreWeave disclosed total debt of $35.6 billion (or $38.6 billion pro forma for a $3.5 billion convertible issuance) and a debt-to-revenue-backlog ratio of about 0.3x–0.4x, alongside a weighted average interest rate trending down to 7.8%.
What is CoreWeave’s revenue backlog and why is it important for CRWV investors?
Revenue backlog was $104.2 billion as of June 30, 2026. It includes remaining performance obligations and other estimated future revenue under committed contracts, subject to delivery and availability requirements, offering visibility into future revenue streams.
How will CoreWeave (CRWV) use proceeds from the Equity Distribution Agreement and collared forwards?
Net proceeds, if any, from share sales under the Equity Distribution Agreement and from settlement of any Collared Forward Sale Agreement are intended for general corporate purposes, including debt repayment, operating expenses, capital expenditures, investments, acquisitions and improving its enterprise credit profile.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 17, 2026
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(Exact name of registrant as specified in its charter)
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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):
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)) | |||||
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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 7.01 Regulation FD Disclosure
On September 17, 2026, CoreWeave, Inc. (the “Company”) announced that it intends to offer, subject to market and other customary conditions, $3.0 billion in aggregate principal amount of its convertible senior notes due 2033 (the “Convertible Notes”) in a private offering (the “Convertible Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company also intends to grant the initial purchasers of the Convertible Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued, up to an additional $500 million aggregate principal amount of Convertible Notes. The Convertible Notes will be general senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by certain wholly-owned subsidiaries of the Company. In connection with the pricing of the Convertible Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Convertible Notes or their affiliates and/or one or more other financial institutions (the “option counterparties”). The capped call transactions will initially cover, subject to certain customary adjustments, the number of shares of the Company’s Class A common stock, par value $0.000005 per share (the “Common Stock”) that will initially underlie the Convertible Notes. If the initial purchasers exercise their option to purchase additional Convertible Notes, then the Company expects to enter into additional capped call transactions with the option counterparties. The Company intends to use a portion of the net proceeds from the Convertible Notes Offering to fund the cost of entering into the capped call transactions described above and the remainder of the net proceeds from the Convertible Notes Offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Convertible Notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described above, and the remainder of any such additional net proceeds for general corporate purposes.
On September 17, 2026, the Company issued a press release announcing the commencement of the Convertible Notes Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In addition, the Company is herein furnishing certain supplemental information included in Exhibit 99.2 hereto and incorporated herein by reference that is being provided to potential investors in connection with the Convertible Notes Offering.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 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 Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.
Item 8.01 Other Events.
On September 17, 2026, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., SG Americas Securities, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, each acting as agent for the Company (each, a “Sales Agent” and collectively, the “Sales Agents”), Deutsche Bank AG, London Branch, Goldman Sachs Bank USA, Morgan Stanley & Co. LLC and Citibank, N.A. (each, in its capacity as purchaser under any Collared Forward Sale Agreement (as defined below), a “Forward Purchaser” and collectively, the “Forward Purchasers”) and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any shares of the Common Stock from time to time in connection with a Collared Forward Sale Agreement, a “Forward Seller” and collectively, the “Forward Sellers”).
Pursuant to the Equity Distribution Agreement, up to 35,000,000 shares of Common Stock may be offered and sold from time to time by the Company through or to the Sales Agents and/or through the offer and sale of borrowed shares of Common Stock by one or more Forward Sellers pursuant to any Collared Forward Sale Agreement. The Company expects to agree with the initial purchasers that no shares of its Common Stock will be sold pursuant to the Equity Distribution Agreement until at least 30 days after the date of the purchase agreement for the Convertible Notes Offering. Sales of Common Stock made pursuant to the Equity Distribution Agreement, if any, will be made by any method permitted by law including, without limitation, an “at the market offering” as defined in Rule 415 under the Securities Act, sales made by means of ordinary brokers’ transactions, or sales made to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices and subject to certain limitations in and compliance with the
conditions in the Equity Distribution Agreement. In addition, shares of Common Stock may be offered and sold by such other methods, including privately negotiated transactions (including block sales), as the Company and the Sales Agents may agree. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including among others, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. Any such Common Stock sold will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-296553) filed with the Securities and Exchange Commission on June 5, 2026, or a subsequent replacement registration statement.
In connection with any such sales through the Sales Agents, each Sales Agent will receive a commission equal to up to 2.0% of the sales price of all shares of Common Stock sold through it as the Company’s Sales Agent under the Equity Distribution Agreement.
The Equity Distribution Agreement provides that, in addition to the issuance and sale of shares of Common Stock by the Company through or to the Sales Agents, the Company may enter into one or more collared forward sale agreements (each, a “Collared Forward Sale Agreement”) with a Forward Purchaser under the applicable master forward confirmation and the related supplemental confirmation between the Company and such Forward Purchaser, pursuant to which the Company will agree to sell to such Forward Purchaser up to the maximum number of shares of Common Stock underlying such Collared Forward Sale Agreement (subject to adjustment as set forth therein). Subject to the terms and conditions of the Equity Distribution Agreement and such Collared Forward Sale Agreement, such Forward Purchaser or its affiliate will use commercially reasonable efforts to borrow, and the affiliated Forward Seller will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell, the maximum number of shares of Common Stock underlying such Collared Forward Sale Agreement over a forward hedge selling period in connection with the establishment of such Forward Purchaser’s initial hedge positions in respect of such Collared Forward Sale Agreement.
The Company will set the scheduled maturity date for a Collared Forward Sale Agreement at the time it enters into such Collared Forward Sale Agreement based, among other factors, upon the market conditions at the time. Although the Company will not have a right to terminate or settle such Collared Forward Sale Agreement early, the relevant Forward Purchaser will have the right to accelerate the scheduled maturity date for such Collared Forward Sale Agreement at any time on or after a specified first acceleration date, along with certain other customary early termination rights.
The collared forward sale price that the Company expects to receive under any Collared Forward Sale Agreement for each share of Common Stock deliverable thereunder will be equal to an amount determined based on the arithmetic average of volume-weighted average prices of shares of Common Stock during a valuation period that will run prior to the maturity date for such Collared Forward Sale Agreement (whether the scheduled maturity date or an accelerated maturity date at the election of the relevant Forward Purchaser), provided that the collared forward sale price will not be less than the applicable floor price and will not be greater than the applicable cap price (each as defined below), subject to customary adjustment terms set forth in such Collared Forward Sale Agreement. Such Collared Forward Sale Agreement will specify a floor percentage (which will be less than 100%) and a cap percentage (which will be more than 100%). A forward floor price (the “floor price”) and a forward cap price (the “cap price”) for each component of such Collared Forward Sale Agreement will be determined by multiplying the volume-weighted average price at which the relevant Forward Seller executes or causes to be executed sales of Common Stock during the applicable forward hedge selling period in connection with the establishment of the relevant Forward Purchaser’s initial hedge positions in respect of such component (the “hedge reference price”) by the floor percentage and the cap percentage specified in such Collared Forward Sale Agreement, respectively.
The Company will not initially receive any proceeds from any sales of Common Stock by a Forward Seller in connection with any Collared Forward Sale Agreement. On the settlement date for such Collared Forward Sale Agreement, (1) the Company will deliver to the relevant Forward Purchaser the aggregate number of shares of Common Stock underlying all components of such Collared Forward Sale Agreement (together with cash in lieu of any fractional share), and (2) such Forward Purchaser will pay to the Company (i) an amount equal to the sum for all components of such Collared Forward Sale Agreement of the product of (A) the number of shares of Common Stock underlying such component, multiplied by (B) the floor price for such component less the product of (x) the hedge reference price for such component multiplied by (y) a forward hedge selling commission rate that may be zero but no greater than 2.0% and (ii) an amount equal to the sum for all components of such Collared Forward Sale Agreement of the product of (x) the number of shares of Common Stock
underlying such component, multiplied by (y) the amount by which the collared forward sale price (which may not exceed the cap price) for such component exceeds the floor price for such component. However, the Company will, subject to certain conditions specified in such Collared Forward Sale Agreement, have the right to elect to receive the consideration described in clause (ii) above in the form of shares of Common Stock in lieu of cash, with the number of shares of Common Stock to be calculated over a period of time (the “unwind period”) following the date the Company makes such election (which period may extend past the physical settlement date for such Collared Forward Sale Agreement) based on the average of the SEC Rule 10b-18 volume-weighted average prices, as measured under such Collared Forward Sale Agreement, of shares of Common Stock during such unwind period.
The Company intends to use the net proceeds, if any, (x) from this offering, after deducting the Sales Agents’ commissions and offering expenses and (y) payable upon settlement of any Collared Forward Sale Agreement, in each case, for general corporate purposes. General corporate purposes may include, without limitation, repayment of indebtedness, payment of operating expenses, capital expenditures, investments in the Company’s subsidiaries, acquisitions, and support of its objective of migrating its enterprise credit profile toward investment grade.
The descriptions of the Equity Distribution Agreement and the Collared Forward Sale Agreements above are qualified in their entirety by reference to the text of the Equity Distribution Agreement, including the form of Master Forward Confirmation attached as Exhibit B thereto, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
A copy of the opinion of Davis Polk & Wardwell LLP relating to the validity of the Common Stock that may be issued and sold pursuant to the Equity Distribution Agreement is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
1.1 | Equity Distribution Agreement, dated September 17, 2026, by and among CoreWeave, Inc. and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., SG Americas Securities, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, acting as managers, Deutsche Bank AG, London Branch, Goldman Sachs Bank USA, Morgan Stanley & Co. LLC and Citibank, N.A., acting as forward purchasers, and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., acting as forward sellers, including the Form of Master Forward Confirmation attached thereto as Exhibit B. | |||||||
5.1 | Opinion of Davis Polk & Wardwell LLP | |||||||
23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |||||||
99.1 | Press Release issued by CoreWeave, Inc. on September 17, 2026 | |||||||
99.2 | Supplemental Information | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 17, 2026
COREWEAVE, INC. | |||||
By: | /s/ Michael Intrator | ||||
Name: | Michael Intrator | ||||
Title: | Chief Executive Officer | ||||
EXHIBIT 99.1
CoreWeave Announces Proposed $3.0 Billion Convertible Senior Notes Offering
LIVINGSTON, N.J., September 17, 2026 — CoreWeave, Inc. (Nasdaq: CRWV) (“CoreWeave”) today announced its intention to offer, subject to market and other conditions, $3.0 billion aggregate principal amount of its convertible senior notes due 2033 (the “Notes”) in a private offering. CoreWeave also intends to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $500 million aggregate principal amount of Notes.
The Notes will be jointly and severally, fully and unconditionally guaranteed by CoreWeave’s wholly owned subsidiaries that guarantee its existing 9.250% senior notes due 2030, 9.000% senior notes due 2031, 9.750% senior notes due 2031, 9.625% senior notes due 2032, 8.500% senior notes due 2032, 1.75% convertible senior notes due 2031 and 1.75% convertible senior notes due 2032, will accrue interest payable in cash semi-annually in arrears, and will mature on April 1, 2033, unless earlier repurchased, redeemed or converted. The Notes and the subsidiary guarantees will be the general senior, unsecured obligations of CoreWeave and the guarantors, respectively. Noteholders will have the right to convert their Notes in certain circumstances and during specified periods. CoreWeave will settle conversions of the Notes in cash, shares of CoreWeave’s Class A common stock or a combination of cash and shares of CoreWeave’s Class A common stock, at CoreWeave’s election.
The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the offering.
CoreWeave intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. CoreWeave intends to use the remainder of the net proceeds from the offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, then CoreWeave intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below, and the remainder of any such additional net proceeds for general corporate purposes.
In connection with the pricing of the Notes, CoreWeave expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their affiliates and/or one or more other financial institutions (the “option counterparties”). The capped call transactions will initially cover, subject to certain customary adjustments, the number of shares of CoreWeave’s Class A common stock that will initially underlie the Notes. If the initial purchasers exercise their option to
purchase additional Notes, then CoreWeave expects to enter into additional capped call transactions with the option counterparties.
The capped call transactions are expected generally to reduce the potential dilution to CoreWeave’s Class A common stock upon any conversion of Notes and/or offset any potential cash payments CoreWeave is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
CoreWeave has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to CoreWeave’s Class A common stock and/or purchase shares of CoreWeave’s Class A common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of CoreWeave’s Class A common stock or the Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to CoreWeave’s Class A common stock and/or purchasing or selling CoreWeave’s Class A common stock or other securities of CoreWeave in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) on each exercise date for the capped call transactions, which is in each case expected to occur on each trading day during the 25 trading day period beginning on the 26th scheduled trading day prior to the maturity date of the Notes and (y) following any early conversion of the Notes, any repurchase of the Notes by CoreWeave on any fundamental change repurchase date, any redemption date or any other date on which CoreWeave retires any Notes, in each case if CoreWeave exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of CoreWeave’s Class A common stock or the Notes, which could affect a noteholder’s ability to convert its Notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of its Notes.
The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantees and the shares of CoreWeave’s Class A common stock, if any, issuable upon conversion have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior
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to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum.
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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the capped call transactions, the Notes offering and the expected use of proceeds therefrom, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including, but not limited to, CoreWeave’s ability to complete the offering on favorable terms, if at all, the effect of the capped call transactions, the anticipated use of proceeds from the proposed offering, and the potential impact of the foregoing or related transactions on dilution to holders of its Class A common stock and the market price of its Class A common stock and general market, political, economic and business conditions which might affect the offering. These factors, as well as others, are discussed in CoreWeave’s filings with the Securities and Exchange Commission, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in CoreWeave’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026. All forward-looking statements contained herein are based on information available as of the date hereof and CoreWeave does not assume any obligation to update these statements as a result of new information or future events.
Media Contact
press@coreweave.com
Investor Relations Contact
investor-relations@coreweave.com
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Confidential Information – Do Not Distribute Investor Presentation September 2026 © 2026 CoreWeave, Inc. All rights reserved
Confidential Information – Do Not Distribute Safe Harbor Disclaimer 2 This presentation is strictly confidential and is being furnished solely in reliance on applicable exemptions from the regist rat ion requirements under the U.S. Securities Act of 1933 (the “Act”). This presentation contains selected information derived f rom the preliminary offering memorandum (the “offering memorandum”) of CoreWeave, Inc. (the "Company") and the portions of the documents that the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) that are incorporated by reference in the offering memoran du m. The information contained in this presentation is provided as of the date of this presentation and is subject to change without n oti ce. The notes have not been and will not be registered under the Act, or any state securities laws or the laws of any foreign jur isd iction. The notes will be offered in the U.S. only to persons reasonably believed to be “qualified institutional buyers” purs uan t to Rule 144A under the Act and outside the U.S. in reliance on Regulation S under the Act. Accordingly, this document is being provided only to persons that are rea son ably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Act and to persons that are non - U.S. persons (as defined in Regulation S under the Securities Act) in transactions outside the United States. By accepting this presentation, you will be deemed to re pre sent that you are a qualified institutional buyer or a non - U.S. person outside the United States. The notes have not been approved or disapproved by the SEC, or any other securities regulating body or agency, nor has any su ch authority, commission, or body passed on the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. The notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and applicable state securities laws pursuant to registration or exemption therefrom. Investors should be aware that they may be required to bear the financial risks of an investment in the notes for an indefinite period of time. There is no obligation on the part of any per son to make a market for the notes. No action has been made or will be taken that would permit a public offering of any securitie s in any jurisdiction in which action for that purpose is required. No offers, sales, resales or delivery of any securities or any distribution of any offering material rel ati ng to any securities may be made in or from any jurisdiction except in circumstances which will result in compliance with any ap plicable laws and regulations and which will not impose any obligation on the Company. Before you make a decision to invest in the notes, you should read the offering memorandum and the portions of the documents tha t the Company has filed with the SEC that are incorporated by reference in the offering memorandum for more complete informat ion about the Company and the offering to which this presentation relates. Any statements, whether oral or written, that are not consistent with th e o ffering memorandum are not authorized and should not be relied upon by prospective investors. This presentation does not cons titute an offer to sell or a solicitation of an offer to buy the notes. The offer to sell, or the solicitation of an offer to buy, the notes is made only pur suant to the offering memorandum. This presentation and the accompanying oral commentary contain “forward - looking” statements based on the Company’s beliefs and a ssumptions and on information currently available to the Company. Forward - looking statements include all statements other than s tatements of historical fact contained in this presentation, including information or predictions concerning the future of the Company’s b usi ness or financial performance. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “inte nd, ” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward - looking statements, although not all forwar d - looking statements contain these identifying words. These forward - looking statements are subject to a number of risks, uncerta inties, and assumptions, including those described in the section titled “Risk Factors” in the Company’s Quarterly Report on Form 10 - Q for the three mont hs ended June 30, 2026 filed with the Securities and Exchange Commission (the “2026 Q2 10- Q”). Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks emerge from time to time. The Company may not actually achieve the plans, int ent ions, or expectations disclosed in these forward - looking statements, and you should not place undue reliance on these forward - lo oking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in these forward - looking statements. In addition, the forward - looking statements included in this presentation represent the Company’s views as of the d ate of this presentation. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may el ect to update these forward - looking statements at some point in the future, it specifically disclaims any obligation to do so excep t as required by law. These forward - looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this presentation. In addition, this presentation contains certain projected financial information with respect to the Company's future results. Su ch projected financial information was not prepared with a view to public disclosure or compliance with the guidelines establ ish ed by the Public Company Accounting Oversight Board, published guidance or rules of the SEC or U.S. generally accepted accounting principles ("GAAP"). Su ch projected financial information constitutes forward - looking information, is presented for illustrative purposes only and shou ld not be relied upon as being indicative of future results. The projected financial information is based on estimates and assumptions that the manage men t of the Company believed to be reasonable at the time they were made and are inherently subject to significant uncertainties an d contingencies, many of which are beyond the Company’s control, that could cause actual results to differ materially from the projected financial inf orm ation. In particular, the value of terms of actual contracts, interest rates and financial results and measures may vary, and the figures included in this presentation are presented for illustrative purposes only and should not be considered to be an indication of the actual contract terms or va lues, or the Company’s financial position or results of operations for any historical or future periods. The projected financ ial information also does not reflect future changes in general business or economic conditions, or any other transaction or event that may occur and that was not ant icipated at the time this information was prepared and is subject to risks, uncertainties, and other factors, including those de scribed in the section titled “Risk Factors” in the 2026 Q2 10- Q. The inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the Company's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information conta ine d herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and as sum e no responsibility for, and disclaim any association with, the prospective financial information. This presentation includes references to Revenue Backlog. Revenue Backlog includes remaining performance obligations, plus o the r amounts the Company estimates will be recognized as revenue in future periods under committed customer contracts, in each c ase , subject to the satisfaction of delivery and availability of service requirements. Revenue Backlog is expected to fluctuate from period to pe riod, given the nature of the Company's committed contract business and the size of committed contracts. This presentation inclu des certain financial measures not presented in accordance with GAAP, including Adjusted Operating Income (Loss), Adjusted Operating Income (Loss) margin, A dju sted EBITDA, Adjusted EBITDA margin, Adjusted Net Loss and Adjusted Net Loss margin. Such non - GAAP measures are used by manageme nt in making operating decisions, allocating financial resources, and for internal planning and forecasting and business strategy purposes . The non - GAAP measures included in this presentation have certain limitations, and should not be construed as alternatives to fina ncial measures determined in accordance with GAAP. The non - GAAP measures as defined by us may not be comparable to similar non - GAAP measures presented by oth er companies. The Company's presentation of such measures, which may include adjustments to exclude unusual or non - recurring ite ms, should not be construed as an inference that the Company's future results will be unaffected by other unusual or non - recurring items. P lease refer to the documents filed and furnished by the Company with the SEC for more information with respect to the Company 's use of non - GAAP financial measures, including reconciliations thereof. Please refer to the Appendix for a reconciliation of each non - GAAP financial measur e presented herein to the most directly comparable financial measure stated in accordance with GAAP. This presentation also contains estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company’s industry and estimated total addressable market. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we are responsible for all of the di sclosures contained in this presentation and we believe the third - party market position, market opportunity, and market size dat a included in this presentation are reliable, we have not independently verified the accuracy or completeness of this third - party data. In addition, projections , assumptions, and estimates of the Company’s future performance and the future performance of the markets in which the Compa ny operates are necessarily subject to a high degree of uncertainty and risk. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be an y sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to regist rat ion or qualification under the securities laws of any such state or jurisdiction. Any decision to purchase securities of the Company should be made solely on the basis of the info rma tion contained in a prospectus to be issued by the Company in relation to a specific offering. All third - party trademarks, including names, logos, and brands, referenced by the Company in this presentation are property of t heir respective owners. All references to third - party trademarks are for identification purposes only and shall be considered no minative fair use under trademark law.
Confidential Information – Do Not Distribute Offering Summary 3 Security Convertible Senior Notes due 2033 Base Size $3.0 Billion Greenshoe $500 Million Expected Coupon 2.375 – 2.875% Expected Conversion Premium 22.5 – 27.5% Call Feature Cleanup call if fewer than $100MM notes remain outstanding; otherwise non - callable prior to April 5, 2030; provisionally callable thereafter if stock is at least 130% of conversion price for a specified period Maturity April 1, 2033 Conversion Settlement Cash, stock or any combination at the Company's election ("Instrument X") with irrevocable right to fix settlement method Use of Proceeds Fund the cost of entering into capped call transactions & general corporate purposes Offering Type 144A Expected Pricing Date September 17, 2026 (after market close) Active Bookrunners Morgan Stanley, Goldman Sachs, JP Morgan, Wells Fargo
Business Update
Confidential Information – Do Not Distribute Executing at Scale: Recent Momentum Across the Business 5 1 2 3 4 5 6 Exceptional Q2 execution: accelerating revenue and margin growth, record revenue backlog, marquee customer wins, and a strengthened financial position Pricing and unit economics continue to expand , with both price and margins increasing across SKUs and contract tenors The essential cloud enabling both proprietary AI labs and the open - weight ecosystem across training, inference, and managed inference Enterprise adoption is intensifying across verticals , from industrial and physical AI to financial services and cybersecurity Significant demand for prior generations of cloud infrastructure , driving strong pricing and contract terms as AI diffuses globally A cost - optimized, systematic financing approach that funds the majority of capex at the asset level
Confidential Information – Do Not Distribute Continued Momentum with Exceptional Execution in Q2 6 1 Revenue Backlog¹ $ 104.2B +246% YoY Does not include more than $25 billion of net new customer commitments added in early Q3 Revenue $ 2.6B +112% YoY Adj. Operating Income Margin ¹ Strengthened Financial Position $ 14B + An AI Cloud Built to Scale 1. First AI cloud provider to bring up and validate NVIDIA's Vera Rubin NVL72 2. Delivered seven new AI platform capabilities to accelerate AI development and deployment 3. Posted record MLPerf ® benchmarks across training and inference 4. Launched unified agentic AI capabilities, including Sandboxes and ARIA to fuel the AI loop 5. Unlocked faster AI deployments for enterprises through cross - cloud services Select New Customers Select Customer Expansions Note: 1. Non- GAAP measure; see Appendix for GAAP reconciliation. 2. As of Q2 2026 earnings call on August 11, 2026 Scaling Our Capacity Active Data Centers 51 Total Contracted Power 2 ~4.2 GW Active Power ~ 1.5 GW Expanded by nearly 500 MW in Q2 Raised across debt, convertibles, and equity in Q2 Nasdaq - 100 Index Included as one of 100 largest non - financial companies listed on the Nasdaq Stock Market 1% → 5% Q1 → Q2
Confidential Information – Do Not Distribute Unit Economics Are Inflecting with Highly Attractive Contract Terms 7 Note: 1. Reflects contribution margin across all Q2 - signed contracts 2. Calculated as annualized revenue divided by power required to service clusters for related short - term contracts recent pricing range for signed short - dated contracts (3- 6 months) in Q3 2 ~$ 40M /MW of deals signed in Q2 included customer prepayment ~70% price increase across SKUs in July 2026 ~25% higher expected contribution margin on Q2 - signed contracts vs. recent quarters 1 +5 – 10 pts 2
Confidential Information – Do Not Distribute 8 CoreWeave Powers Both the Proprietary and Open AI Ecosystems The essential cloud enabling the world's leading proprietary AI labs and the open - weight ecosystem across training, inference, a nd managed inference Proprietary / Closed - Source AI World's leading frontier labs and AI - native companies How leading labs and AI - native companies use CoreWeave • Frontier - scale training clusters for the world's leading closed - model labs, deployed first - to - market on each new NVIDIA generation • Low - latency inference powering consumer and enterprise AI applications at massive scale • Deep, longstanding partnerships spanning multiple products and long - term take - or - pay commitments Open / Open - Weight Ecosystem Customers / Strategic Relationships Leading Open Models Served How CoreWeave serves the open ecosystem • Training and fine - tuning infrastructure for both open - model developers and enterprises • CoreWeave Managed Inference serves the leading open models at scale , with booked ARR ramping from $1 million to more than $100 million in only a few months • Consistent leadership in Artificial Analysis benchmarks 3
Confidential Information – Do Not Distribute RECENT CUSTOMER WINS ~10% of revenue backlog driven by financial - services customers 1 RECENT CUSTOMER WIN Caterpillar deploys NVIDIA Vera Rubin with CoreWeave as its data factory to train specialized physical - AI models at industrial scale RECENT CUSTOMER WIN CoreWeave selected to power training and inference for CrowdStrike’s new agentic AI cybersecurity system SafeMind Enterprises Are Developing New Vertical Use Cases on CoreWeave Established enterprises across industries are moving into production on CoreWeave 9 Select Use Case: physical AI, robotics, and simulation Training and simulating the world models, foundation models , and generative - design systems behind physical AI, from autonomous construction equipment and vehicles to humanoid robots and engineering simulation Select Use Case: quantitative trading and research Migrating high - intensity foundation - model training and AI research onto CoreWeave, deployed for quantitative trading strategies, market making , and systematic research at scale Select Use Case: AI - native security Running large - scale AI training and low - latency inference to power real - time threat detection, autonomous response , and network protection across billions of events each day Note: 1. As of September 13, 2026 4 Industrial / Physical AI Financial Services Cybersecurity
Confidential Information – Do Not Distribute Significant Demand for Prior Generations of Infrastructure on CoreWeave Cloud 10 AI - Native Scientific Discovery Company Leading Early - Stage Research Lab 5 Greater level of experience and sophistication with prior SKUs Architecture NVIDIA A100 (launched in 2020) Architecture NVIDIA H 200 (launched in 202 3) Renewal Term Extends into 2029 Renewal Term 3 Years Pricing 3- year contract signed in line with typical 1 - year terms Pricing Premium to original contract Use Case Leveraging A100s on CoreWeave Cloud to produce and refine data sets and fine - tune models that accelerate scientific discovery Use Case Leveraging H200s on CoreWeave Cloud to support development and deployment of smaller families of models built for specific architecture Workloads already mapped to existing architectures allow for continuity of research, product development, and deployment ROI proving to be highly attractive, driving pricing stability and expansion Switching costs keep mission - critical workloads on proven infrastructure
Confidential Information – Do Not Distribute CoreWeave’s Cost Optimized Financing Approach 11 Asset - Level Financing (Funds Majority of Capital Expenditures) Parent - Level Financing (Funds Remainder of Capital Needs) • Funds capital needs beyond the asset - level facilities • Sources: - Customer prepayments - Free cash flow from stabilized contracts - CoreWeave, Inc. financing (debt, OEM financing, convertibles, equity) • Secured by long - term take - or - pay customer contracts, plus the related GPUs, PP&E and data center leases • Attractive pricing given seniority of instrument and look through to credit - worthy customers • Utilized only when costs are incurred and infrastructure is deployed via delayed draw structure • Typically amortizes as customers make contractual payments , such that the debt is fully repaid by the time the customer contract expires • Excess cash flow is distributed as dividends to CoreWeave, Inc . during the life of the customer contract • Investment - grade ratings received when the underlying customers are investment grade (e.g., DDTL 4.0, which achieved an “A - ” equivalent rating from three rating agencies) 6
CoreWeave: The Essential Cloud for AI
CoreWeave - The Essential Cloud for AI Cloud Platform Purpose - Built for Artificial Intelligence Delivering Unmatched Performance 1 Rapidly Delivering New Generations of Infrastructure at Scale with Unparalleled Track Record of Being Among the First to Market AI - Native Platform Offers Unmatched Product Market Depth across Managed Inference , Development Tools , Orchestration , and Observability Serving Most of the World’s Leading AI Labs, Hyperscalers , and Enterprises Systematic Approach to Financing at Scale Unique Combination of Growth at Scale with Attractive Unit Economics 13 Note: 1. Based on MLPerf benchmark results, NVIDIA Exemplar Cloud status, and SemiAnalysis ClusterMAX rating
Confidential Information – Do Not Distribute Single Chip Failure If… Entire Job Fails , Massive Waste of Compute Resources Then Parallelized Workloads Generative and Agentic AI VFX and Rendering Drug Discovery High - Frequency Trading Single Chip Failure If… Simple Tasks Offloaded to Other Processors Then Serialized Workloads Website Hosting Databases SaaS Applications Email Systems 14 Workloads Required for AI Are Fundamentally Different Legacy Cloud Compute Platforms Were Built for a Different Era
Confidential Information – Do Not Distribute CoreWeave’s AI Cloud Platform Is Singular March 2025 Ranking GPU Cloud November 2025 Ranking GPU Cloud Below Silver Status: ~200 Other Cloud Platforms Only Player to Achieve Top - Ranked Platinum Status in Each of SemiAnalysis’ GPU Cloud ClusterMAX TM Ratings 15
Confidential Information – Do Not Distribute 16 Recent Expansion of Collaboration with NVIDIA Follows Track Record of Delivering Bleeding - Edge Compute at Scale Continued Expansion of Strategic Relationship With NVIDIA to Deliver AI Nov 2022 Among the first providers to offer cloud instances with NVIDIA H100 Aug 2024 First to market with NVIDIA H200 tensor core GPUs Feb 2025 First cloud provider to announce general availability of NVIDIA GB200 Jul 2025 First cloud provider to deploy NVIDIA GB300 Dec 2025 First cloud provider to be named NVIDIA GB200 Exemplar Cloud Jun 2026 First AI cloud provider to deploy NVIDIA Vera Rubin NVL72 ▪ $2BN investment in support of CoreWeave’s platform, team, and shared vision for AI infrastructure at scale Further Platform Alignment ▪ Build and deliver more than 5GW of cloud infrastructure to meet customer demand ▪ Selectively leverage NVIDIA’s financial strength to accelerate CoreWeave’s procurement of land, power and data center shells ▪ Test and validate CoreWeave’s AI - native cloud stack to work towards including within NVIDIA’s reference architectures for NVIDIA cloud, enterprise, and sovereign customers Distribution of CoreWeave’s Cloud Stack Accelerated Buildout of 5GW of Cloud Infrastructure Established Track Record of Being First - to - Market for Latest Generations of NVIDIA Accelerated Computing Technology
Confidential Information – Do Not Distribute Our Extensive Data Center Network Enables Artificial Intelligence Across Use Cases and Geographies Note: Figures as of June 30, 2026 (other than Contracted Power which is as of August 11 , 2026). This graphic provides an illustrative representation of our infrastructure footprint and may not precisely reflect all current locations or capacities 1. Region represents a local grouping of data centers where customers can deploy services. Point of Presence represents a network entry and exit point 2. Represents the core, high - capacity network infrastructure that interconnects data centers and carries primary inter - data - center traffic 8 Data Centers Added in 2026 Active Power Contracted Power ~ 4.2 GW Technologies to Maximize Rack Density Systematized Processes and Modular Deployments Embedded Security Broad Geographical Footprint Minimizing End User Latency Cutting - Edge Liquid Cooling Technology Massive Scale High - Speed Interconnects Large and Growing Footprint of AI Data Centers Data Center Region and/or Point of Presence 1 17 Backbone 2 51 Active Data Centers 1.5GW+
Confidential Information – Do Not Distribute Diversified Set of Data Center Partners Exceptional time to market drives competitive advantage for customers Illustrative Timeline for AI Cloud Services Delivery 1 Data Center Partners: 12 - 18mo Development & Construction Complete Hand - off to CoreWeave DC Shell Construction Grid Connection Mechanical, Electrical, Cooling CoreWeave: 1 - 2mo GPU Installation & Testing Powered Land Acquisition or Lease Compute Cluster Operational for Customer Mo 1 Mo 2 – 1 2 Mo 13 – 18 Mo 19 – 20 18 CoreWeave Has Built Expert Know - How from Delivering AI Cloud Services Across 51 High Performance Data Center Sites Note: 1. Timelines presented are illustrative and actual delivery dates and timelines are subject to a number of different factors, ma ny of which may be outside of our control, as such, such illustrative timelines may not be indicative of actual timelines
Confidential Information – Do Not Distribute Our Platform Is Purpose - Built for AI CoreWeave Mission Control Security, Talent Services, Observability Runtime Acceleration Infrastructure Control Integrated, AI - native orchestration and bare - metal control that deliver reliability, flexibility, and efficiency for complex workloads Key Product: CoreWeave Kubernetes Service (CKS) Data and Storage Purpose - built storage services combining exascale, AI - optimized object and file storage with GPU - local caching to deliver high - throughput data access, cross - cloud reach, and predictable economics for training and inference workloads Key Product: CoreWeave AI Object Storage Model and Agent Development Tools for teams to build, evaluate, deploy, and monitor models and agents —speeding time to production Key Product: W&B Models Foundational Infrastructure Purpose - built data centers and infrastructure that maximize performance with first - to - market GPU clusters, ultra - high density, and high - speed interconnects that enable AI breakthroughs and lower TCO CoreWeave Mission Control integrates security, observability, and talent services —including node, rack, and fleet lifecycle management —to enable intelligent, unified orchestration from foundational infrastructure to agent development Every layer is purpose - built for AI workloads. CoreWeave Cloud is optimized for low latency, high throughput, and operational effi ciency to support the complexity of large - scale AI training and inference. AI- native software that accelerates training and inference by reducing startup latency, improving throughput, and increasing utilization at runtime Key Product: Slurm on Kubernetes (SUNK) 19
Confidential Information – Do Not Distribute Massive Troves of Data Unlock Deep Insights into Infrastructure Management 364.0 TFLOPS 362.0 TFLOPS 360.0 TFLOPS 358.0 TFLOPS 356.0 TFLOPS 354.0 TFLOPS 352.0 TFLOPS 350.0 TFLOPS 348.0 TFLOPS 346.0 TFLOPS 344.0 TFLOPS 342.0 TFLOPS 340.0 TFLOPS 338.0 TFLOPS 336.0 TFLOPS 334.0 TFLOPS 332.0 TFLOPS 330.0 TFLOPS 10:0 0 12:0 0 14:0 0 16:0 0 18:0 0 360.4 TFLOPS 360.3 TFLOPS 360.2 TFLOPS 360.2 TFLOPS 360.2 TFLOPS 360.2 TFLOPS 360.1 TFLOPS 360.0 TFLOPS 360.0 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.8 TFLOPS 359.8 TFLOPS 359.8 TFLOPS 359.8 TFLOPS 359.8 TFLOPS 359.8 TFLOPS 359.7 TFLOPS 359.7 TFLOPS 359.7 TFLOPS 360.0 TFLOPS 360.1 TFLOPS 358.7 TFLOPS 359.6 TFLOPS 359.7 TFLOPS 359.3 TFLOPS 360.1 TFLOPS 359.4 TFLOPS 359.8 TFLOPS 359.1 TFLOPS 359.3 TFLOPS 359.3 TFLOPS 359.3 TFLOPS 359.2 TFLOPS 359.5 TFLOPS 359.9 TFLOPS 359.1 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.4 TFLOPS 359.5 TFLOPS 359.0 TFLOPS 359.2 TFLOPS 359.3 TFLOPS 359.0 TFLOPS 359.8 TFLOPS 359.4 TFLOPS 359.6 TFLOPS 359.5 TFLOPS 360.1 TFLOPS 360.1 TFLOPS 358.7 TFLOPS 359.9 TFLOPS 359.7 TFLOPS 359.3 TFLOPS 360.1 TFLOPS 360.0 TFLOPS 359.9 TFLOPS 359.6 TFLOPS 359.6 TFLOPS 359.8 TFLOPS 359.4 TFLOPS 359.2 TFLOPS 359.5 TFLOPS 359.9 TFLOPS 359.6 TFLOPS 359.9 TFLOPS 359.9 TFLOPS 359.5 TFLOPS 359.8 TFLOPS 359.3 TFLOPS 359.5 TFLOPS 359.4 TFLOPS 359.5 TFLOPS 359.8 TFLOPS 359.4 TFLOPS 359.6 TFLOPS 359.7 TFLOPS Data - Driven Advantages Driving Differentiation Customer - led approach to software innovation Develop new products (e.g. AI Object Storage) to solve key customer pain points IaaS and cloud software platform optimized for AI Software sold as standalone license or bundled with infrastructure as unified cloud platform 2 34 1 CoreWeave’s Cloud Infrastructure Flywheel: Continuous Optimization at Scale 20
Confidential Information – Do Not Distribute High performance compute partner to Google Cloud as of Q2’25, has already signed multiple contracts CoreWeave's new Canadian data center allows Cohere to train some of its LLMs in Canada, previously not an option due to the lack of necessary compute Partnership with CoreWeave offloads burden of managing infrastructure and other operational tasks CoreWeave serves as scaled AI Hyperscaler used to pressure - test next - gen NVIDIA chips; NVIDIA is also a CoreWeave customer 21 CoreWeave Serves the World’s Leading AI Companies CoreWeave’s relationship with OpenAI represents ability to deliver reliable and performant infrastructure for some of the most demanding, bleeding - edge AI Labs Longstanding customer relationship with several contracts signed, demonstrating commitment to CoreWeave CoreWeave delivers supercomputers to IBM , and partners to deliver IBM Storage Scale system to CoreWeave customers Anthropic partnership reinforces CoreWeave’s role as trusted infrastructure partner to leading AI labs Expanding partnership with Meta to power next generation workloads
Confidential Information – Do Not Distribute 22 Track Record of Expansion with Our Customers Land + Expand: Customer A Advance with New Compute: Customer B ✓ Land with test clusters ✓ Expand with new contracts for more compute capacity to serve increasing workload demand ✓ Consistent purchase behavior of upgrading to later generations of chips while expanding capacity with older generations Incremental TCV Hardware Generation Expansion 4 successive generations of compute purchases 392x increase in cumulative TCV less than 36 months after first contract + Expansion + Expansion New Business Q1 25 Q3 24 Q1 24 + Expansion GB300 Q4 25 H200 Q1 24 A100 Q1 23 Q4 24 + New Generations + New Generations H100 Q1 23 + New Generations + Expansion Q4 25 Note: Based on contract close dates Q2 25 + Expansion Q1 26 + Expansion
Confidential Information – Do Not Distribute is a central enabler for Hyperscalers , LLMs and Direct Cloud Consumption • Multiple ways for organizations to consume compute: CoreWeave distributes via each of them • The CoreWeave Cloud Platform simplifies the complexity of engineering, assembling, running, and monitoring state - of - the - art infrastructure at a massive scale to deliver cutting - edge performance and efficiency for AI workloads Holistic Distribution Approach to the World’s Leading Enterprises Through LLMs Through Direct Cloud Consumption Through Hyperscalers 23
Confidential Information – Do Not Distribute k Team with Track Record of Execution 24 Operating Team and Board of Directors Co - Founders Brian Venturo CSO, Co - Founder, and Board Member Brannin McBee CDO and Co - Founder Michael Intrator CEO, Co - Founder, and Chairman of the Board Peter Salanki CTO and Co - Founder Independent Board of Directors Karen Boone Board Member Meg Whitman Board Member Glenn Hutchins Board Member Senior Leadership Nitin Agrawal CFO Jon Jones CRO Jim Higgins CISO Chen Goldberg E VP Product & Engineering Jean English CMO Jeff Baker CAO Sachin Jain COO Ernie Rogers Chief Architect of Strategic Financing Sandy Venugopal CIO
Confidential Information – Do Not Distribute Financial Highlights © 2026 CoreWeave, Inc. All rights reserved
Confidential Information – Do Not Distribute 5% Margin $1.5B $128M $(567)M Note: 1. Does not include more than $25 billion of net new customer commitments added in early Q3 2. See Slide 3 5 for definition of Revenue Backlog 3. Capital expenditures are additions to property and equipment plus assets acquired under finance leases, less changes to const ruc tion in progress 4. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Loss and A dju sted Net Loss Margin are non - GAAP financial measures. Please see the reconciliation from GAAP to non - GAAP measures contained in the Appendix $2.6B Up 112% YoY $104.2B $9.4B Q2’26 Highlights Revenue Revenue Backlog 1 2 Up 246% YoY Capital Expenditures 3 Adjusted EBITDA 4 Adjusted Operating Income 4 Adjusted Net Loss 4 (22)% Margin 26 59% Margin
Confidential Information – Do Not Distribute 14.9% 12.2% 9.0% 8.3% 7.8% FY-23 FY-24 FY-25 Q2-26 Q2-26 Pro-Forma Continued Progress in Driving Down Cost of Debt Note: 1. Weighted average interest rates are calculated using effective interest rates and principal amounts of debt for each period a s s hown in our SEC filings weighted by outstanding debt at the end of each period 2. We have estimated 10% effective interest rate for OEM and software license financing arrangements for each period shown 3. FY - 23 weighted average interest rate is calculated using effective interest rates as of FY - 24 and principal amounts of debt as o f FY - 23 4. Q2 - 26 pro forma debt illustratively shown as Q2 - 26 debt + $ 3.5B Convertible Note issuance at 2. 625 % interest, does not include DDTL 5.5 5. Revenue backlog includes remaining performance obligations, plus other amounts we estimate will be recognized as revenue in f utu re periods under committed customer contracts, in each case, subject to the satisfaction of delivery and availability of serv ice requirements. Revenue Backlog as of December 31, 2023, 2024, and 2025, and June 30, 2026 were $ 9.9B , $15.1B, $ 66.8B and $ 104.2B , respectively. 27 Weighted Average Interest Rate (%) 1,2 Total Debt ($Billion) $1.6 $8.0 $21.6 $35.6 $ 38.6 Total Debt / Revenue Backlo g 5 0.2x 0.5x 0.3x 0.3x 0.4x Improvement from Q2 - 25 to Q2 - 26 represents nearly $ 1.1B of annualized interest savings based on Q2 - 26 debt balance 3 4
Confidential Information – Do Not Distribute < 24 months 25 - 48 months > 48 months +246% YoY Growth Note: $ in billions 1. Revenue backlog includes remaining performance obligations, plus other amounts we estimate will be recognized as revenue in future periods under committed customer contracts, in each case, subject to the satisfaction of delivery and availability of service requirements. Revenue backlog is expected to fluctuate from period to period, given the nature of our committed contract business and the size of committed contracts. The percentages shown in the bar charts represent the percentage of revenue backlog we expect to recognize in the months following the end of the quarterly reporting period 2. Q2'25 figures represent unsatisfied revenue backlog as of June 30, 2025. Q2'26 figures represent revenue backlog as of June 30, 2026. Revenue Backlog 1 10% 50% 40% 21% 39% 40% 28 Revenue Backlog: $104.2 billion, up 246% YoY, driven by continued diversification from enterprise and AI - native customers Does not include more than $25 billion of net new customer commitments added in early Q3
Confidential Information – Do Not Distribute Illustrative Impact from Ramping Multiple New Deployments Across Periods Note: 1. Margin impact in the illustrative periods may vary based on size and timing of deployments ramping 29 Ramping Multiple Deployments Simultaneously Compresses Contribution Margins in the Near - term, Prior to Stabilizing in the Mid 20%s Once Fully Delivered 25% 14% 5% 9% 12% 14% 15% 16% 17% 25% Period 0 Period 1 Period 2 Period 3 Period 4 Period 5 Period 6 Period 7 Period 8 Stabilized Initial stabilized margin before new deployments ● Deployment 1 begins with active power increasing ~30% period - over - period ● DC operationalization and GPU installation commences Aggregate contribution margin profile at stabilization ● Margins recover meaningfully with active power base 3x+ the size of the initial power base ● However, significant ongoing deployments remain Assumes one new deployment of equal size begins to ramp in each period Existing Stabilized Revenue New Deployment 1 - 8 Revenue Aggregate Contribution Margin % Run - Rate Stabilized Revenue Margin troughs as Deployment 2 commences while Deployment 1 not yet stabilized
Confidential Information – Do Not Distribute Quarterly Financial Trends 30 Revenue Adjusted EBITDA¹ Adjusted Operating Income¹ Capital Expenditures ($bn)² $1,212 $1,365 $1,572 $2,078 $2,575 Q2'25 Q3'25 Q4'25 Q1'26 q2'26 +112% YoY Growth Driven by continued strong execution and customer demand for CoreWeave's AI cloud platform $753 $838 $898 $1,157 $1,510 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 59 % Margin $200 $217 $88 $21 $128 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 $2.9 $1.9 $8.2 $6.8 $9.4 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Driven by scaling our platform to meet customer demand 5% Margin Note: $ in millions unless otherwise noted 1. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, and Adjusted Operating Income Margin are non - GAAP financial measures. Please see the reconciliation from GAAP to non - GAAP measures contained in the Appendix 2. Capital expenditures are additions to property and equipment including assets acquired under finance leases, less changes in con struction in progress
Confidential Information – Do Not Distribute Appendix A: Non - GAAP Reconciliations © 2026 CoreWeave, Inc. All rights reserved
Confidential Information – Do Not Distribute Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Operating income (loss) $19 $52 $(89) $(144) $(49) Stock - based compensation 145 144 157 153 165 Acquisition related costs 1 30 11 9 1 1 Amortization of acquired intangibles 2 6 10 11 11 11 Adjusted operating income $200 $217 $88 $21 $128 Revenue $1,212 $1,365 $1,572 $2,078 $2,575 Operating income (loss) margin 2 % 4% (6) % (7) % (2) % Adjusted operating income margin 16 % 16 % 6 % 1 % 5 % (in millions, except percentages)Reconciliation from GAAP to Non - GAAP Measures 32 Adjusted Operating Income (Loss) and Adjusted Operating Income (Loss) Margin The following table presents a reconciliation of operating income (loss) and operating income (loss) margin, the most directly comparable financial measures stated in accordance with GAAP, to adjusted operating income and adjusted operating income margin, respectively, for each of the periods presented: Note: Figures may not sum due to rounding. 1. Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fee s, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transact ion - specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business. 2. In the second quarter of 2025, we began including an adjustment for the amortization of acquired intangibles in our calcul ati on of adjusted operating income (loss). Prior period non - GAAP calculations for acquired intangible amortization are not being ad justed as these amounts were insignificant
Confidential Information – Do Not Distribute (in millions, except percentages) Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Net loss $(290) $(110) $(452) $(740) $(626) Stock - based compensation 145 144 157 153 165 Loss on extinguishment of debt 1 9 14 4 — — Acquisition related costs 2 30 11 9 1 1 Amortization of acquired intangibles 3 6 10 11 11 11 Other adjustments 4 (11) (12) — — (109) Income tax, inclusive of the tax effect of the above adjustments 5 (19) (99) (13) (14) (9) Adjusted net loss $(130) $(41) $(284) $(589) $(567) Revenue $1,212 $1,365 $1,572 $2,078 $2,575 Net loss margin (24) % (8) % (29) % (36) % (24) % Adjusted net loss margin (11)% (3) % (18)% (28) % (22) % Reconciliation from GAAP to Non - GAAP Measures 33 Adjusted Net Loss and Adjusted Net Loss Margin The following table presents a reconciliation of net loss and net loss margin, the most directly comparable financial measures stated in accordance with GAAP, to adjusted net loss and adjusted net loss margin, respectively, for each of the periods presented: Note: Figures may not sum due to rounding. 1. Primarily relates to losses recognized upon the early extinguishment of certain OEM financing arrangements, as well as acc ele rated amortization of debt discount and debt issuance costs related to our term loan facility governed by a previously termin ate d credit agreement, which was repaid in connection with the initial public offering 2. Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fee s, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transact ion - specific expenses are inconsistent in amount and frequency, and do not correlate to the operation of our business 3. In the second quarter of 2025, we began including an adjustment for the amortization of acquired intangibles in our calcul ati on of adjusted net loss. Prior period non - GAAP calculations for acquired intangible amortization are not being adjusted as these amounts were insignificant 4. Primarily relates to a net unrealized gain on our strategic investments 5. In the second quarter of 2025, we began including an adjustment for the income tax effect related to our non - GAAP adjustments . Prior period non - GAAP calculations for the income tax effects on our non - GAAP adjustments are not being adjusted as these amou nts were not material. Additionally, the third quarter of 2025 includes an adjustment for amounts related to the impact of the passage of the One Big Beautiful Bill Act on the first and second quarters of 2025, that were recorded in third quarter of 2025
Confidential Information – Do Not Distribute Adjusted EBITDA and Adjusted EBITDA Margin The following table presents a reconciliation of net loss and net loss margin, the most directly comparable financial measures stated in accordance with GAAP, to adjusted EBITDA and adjusted EBITDA margin, respectively, for each of the periods presented: Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Net loss $(290) $(110) $(452) $(740) $(626) Depreciation and amortization 559 630 821 1,147 1,393 Interest expense, net 267 311 388 536 640 Stock - based compensation 145 144 157 153 165 Provision for (benefit from) income taxes 48 (127) (15) 84 62 Acquisition related costs 1 30 11 9 1 1 Other expense (income), net (6) (22) (10) (24) (125) Adjusted EBITDA $753 $838 $898 $1,157 $1,510 Revenue $1,212 $1,365 $1,572 $2,078 $2,575 Net loss margin (24) % (8) % (29) % (36) % (24) % Adjusted EBITDA margin 62 % 61 % 57 % 56 % 59 % (in millions, except percentages)Reconciliation from GAAP to Non - GAAP Measures 34 Note: Figures may not sum due to rounding. 1. Acquisition related costs include direct transaction costs, such as due diligence, advisory, and professional services fee s, and certain compensation and integration related expenses. We exclude acquisition related costs, as we believe these transaction - specific expenses are inconsistent in amount and frequency, and do not correlate to the o peration of our business
Confidential Information – Do Not Distribute As of June 30, 2025 2026 Remaining performance obligations $30.1 $103.7 Other amounts of estimated future revenue to be recognized from existing co mm itted customer contracts — 0.5 Revenue backlog 1, 2 $30.1 $104.2 (in billions) Revenue Backlog Note: 1. Does not include more than $25 billion of net new customer commitments added in early Q3 2. Revenue backlog includes remaining performance obligations, plus other amounts we estimate will be recognized as revenue in f utu re periods under committed customer contracts, in each case, subject to the satisfaction of delivery and availability of serv ice requirements 35
Confidential Information – Do Not Distribute Three Months Ended June 30, Six Months Ended June 30, 2025 2026 2025 2026 Increase in total gross property and equipment $2,975 $11,689 $5,705 $18,681 Less: Change in construction in progress 37 2,337 910 2,542 Capital expenditures 1 $2,938 $9,352 $4,795 $16,139 Capital Expenditures Calculation Note: 1. Capital expenditures are additions to property and equipment including assets acquired under finance leases, less changes in co nstruction in progress (in millions) 36
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