CRWV files Fifth Amendment to Credit Agreement with U.S. Bank

Rhea-AI Filing Summary

CoreWeave, Inc. disclosed a material event relating to its lending arrangements: the company and affiliated borrower CoreWeave Compute Acquisition Co., IV, LLC executed a Fifth Amendment to the Credit Agreement dated September 29, 2025 with U.S. Bank National Association (depository bank), U.S. Bank Trust Company, National Association (administrative and collateral agent) and other lenders. The filing identifies the amendment as a reportable material event but does not include the amendment's financial terms, covenants, maturities, or other contractual details in the provided text.

The form is signed by Michael Intrator, Chief Executive Officer. Because specific changes to interest rates, borrowing capacity, repayment terms, guarantees, or other credit metrics are not disclosed in the excerpt, the practical impact on liquidity, covenant headroom, or near-term financing costs cannot be determined from the available content.

Positive

• Fifth Amendment executed with lenders on September 29, 2025, indicating agreement between the parties
• Formal filing signed by the CEO, confirming official corporate authorization

Negative

• None.

Insights

Credit Analyst

TL;DR: Lenders and borrower agreed to a fifth credit amendment; terms are not disclosed.

The execution of a Fifth Amendment to the Credit Agreement indicates the lending group and the borrower reached a contractual change on September 29, 2025. Such amendments typically alter repayment schedules, covenant language, pricing, or collateral arrangements, which can affect liquidity and covenant compliance.

Without the amendment text or numeric terms, quantifyable effects on leverage, interest expense, or maturities cannot be assessed. Watch for a filed exhibit or subsequent disclosure that provides the amendment's specific covenant changes or financial schedules within the next reporting cycle.

Corporate Counsel

TL;DR: The filing records an executed amendment; legal signature present but substantive clauses are absent.

The report identifies the parties and agents involved and includes an executive signature, establishing that a formal amendment document exists and was executed on September 29, 2025. Execution typically satisfies the company’s disclosure trigger for a material financing event.

Key legal items to confirm in the full amendment are any covenant waivers, new events of default, security interest changes, or amendment effective dates. Expect the company to attach the amendment as an exhibit or describe its terms in a follow-up filing to satisfy disclosure requirements.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001769628 0001769628 2025-09-29 2025-09-29

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): October 2, 2025 (September 29, 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(s)		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 29, 2025, CoreWeave Compute Acquisition Co., IV, LLC (“CCAC IV”), a Delaware limited liability company and a direct subsidiary of CoreWeave, Inc., a Delaware Corporation (the “Parent”) entered into an amendment (the “Fifth Amendment”) to amend that certain Credit Agreement, dated as of May 16, 2024 (the “DDTL 2.0 Credit Agreement”), by and among CCAC IV, as borrower, with U.S. Bank Trust Company, National Association as administrative agent and collateral agent, U.S. Bank National Association, as depository bank and the lenders party thereto. The Fifth Amendment adds an incremental $3.0 billion tranche of delayed draw term loans (the “Fifth Amendment DDTL”) to the DDTL 2.0 Credit Agreement.

CCAC IV intends to use borrowings under the Fifth Amendment DDTL to fund the purchase and maintenance of certain equipment, hardware, infrastructure and other systems to be utilized to provide both investment grade and unrated strategic customers of the Parent with certain services ordered by such strategic customers.

Availability and Maturity

The Fifth Amendment DDTL is available in one or more draws until its commitment termination date in March 2026. Each draw under the Fifth Amendment DDTL matures five years after the date of such draw.

Interest Rate and Fees

Prior to the Fifth Amendment, amounts borrowed as term SOFR loans under the DDTL 2.0 Credit Agreement were subject to an interest rate per annum equal to (x) for investment-grade loans, an applicable margin of 6.00-6.50%, depending on the applicable investment-grade contract, plus the term SOFR for a three-month interest period (subject to a 0.00% floor) and (y) for non-investment-grade loans, an applicable margin of 13.00% plus the term SOFR for a three-month interest period (subject to a 0.00% floor). All amounts borrowed under the Fifth Amendment DDTL going forward are subject to an interest rate per annum equal to, at our option, either (a) for base rate loans, an applicable margin of 3.25% plus a base rate (subject to a 0.00% floor) determined by reference to the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, and (iii) term SOFR for a one-month interest period plus 1.00% or (b) for term SOFR loans, 4.25% plus the term SOFR for a three-month interest period, as applicable (subject to a 0.00% floor). The Fifth Amendment DDTL provides for payment of, among others, upfront fees in an amount equal to 1.50% on the amount of loans funded on each date of draw under the Fifth Amendment DDTL and a commitment fee in an amount equal to 3.00% on the positive difference, if any, of $2.4 billion less the actual amount of loans drawn under the Fifth Amendment DDTL on or prior to the commitment termination date with respect to the Fifth Amendment DDTL.

Covenants

The Fifth Amendment includes certain additional financial covenants applicable to the Fifth Amendment DDTL substantially similar to the financial covenants applicable to the existing DDTL 2.0 Credit Agreement.

The foregoing summary of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Fifth Amendment, which is filed as Exhibit 10.1 hereto 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 9.01  Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
10.1		Fifth Amendment to Credit Agreement between CoreWeave Compute Acquisition Co., IV, LLC, CoreWeave, Inc., U.S. Bank National Association, as depository bank, U.S. Bank Trust Company, National Association as administrative agent and collateral agent, and other lenders party thereto, dated September 29, 2025.
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: October 2, 2025

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

FAQ

What did CoreWeave (CRWV) file on September 29, 2025?

The company reported execution of a Fifth Amendment to the Credit Agreement dated September 29, 2025 involving CoreWeave, lenders, U.S. Bank National Association, and U.S. Bank Trust Company, National Association.

Who are the lender parties named in the CRWV 8-K?

The filing names U.S. Bank National Association as depository bank, U.S. Bank Trust Company, National Association as administrative and collateral agent, and other unnamed lenders party to the agreement.

Does the filing disclose financial terms of the amendment?

No. The provided text does not include interest rates, covenant changes, borrowing limits, maturities, or other financial terms.

Who signed the filing for CoreWeave (CRWV)?

The filing is signed by Michael Intrator, the Chief Executive Officer.

Is the amendment immediately actionable for investors to assess liquidity impact?

Not from the provided content. The amendment is executed, but its effects on liquidity and covenants cannot be determined without the amendment's specific terms.