CoreWeave, Inc.CRWV
CoreWeave, Inc. Debt Disclosure
Debt
The total debt obligations are as follows (dollars in millions):
Maturities | Effective Interest Rates | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||
| DDTL 1.0 Facility | March 2028 | 15 | % | $ | 1,553 | $ | 2,012 | ||||||||||||||||
| DDTL 2.0 Facility | August 2030 | 10 | % | 5,037 | 3,844 | ||||||||||||||||||
| DDTL 2.1 Facility | December 2030 | 9 | % | 2,741 | — | ||||||||||||||||||
| DDTL 3.0 Facility | August 2030 | 9 | % | 340 | — | ||||||||||||||||||
| 2030 Senior Notes | June 2030 | 10 | % | 2,000 | — | ||||||||||||||||||
| 2031 Senior Notes | February 2031 | 10 | % | 1,750 | — | ||||||||||||||||||
| 2031 Convertible Senior Notes | December 2031 | 2 | % | 2,588 | — | ||||||||||||||||||
| Convertible Promissory Notes | April 2026 | 7 | % | 168 | — | ||||||||||||||||||
| 2024 Term Loan Facility | April 2025 | 12 | % | — | 1,000 | ||||||||||||||||||
| Revolving Credit Facility | November 2029 | 6 | % | 1,000 | — | ||||||||||||||||||
| OEM and Software License Financing Arrangements | March 2026 - July 2030 | 10 | % | 4,165 | 1,177 | ||||||||||||||||||
| Magnetar Loan | January 2029 | 12 | % | 273 | — | ||||||||||||||||||
| Total principal of debt | 21,615 | 8,033 | |||||||||||||||||||||
| Less: unamortized discount and issuance costs | (242) | (107) | |||||||||||||||||||||
| Total debt, net of unamortized discount and issuance costs | 21,373 | 7,926 | |||||||||||||||||||||
| Less: debt, current | (6,708) | (2,468) | |||||||||||||||||||||
| Total debt, non-current | $ | 14,665 | $ | 5,458 | |||||||||||||||||||
As of December 31, 2025, the future principal payments for the Company's total debt were as follows (in millions):
| Years Ending December 31, | Amount | |||||||
| 2026 | $ | 6,708 | ||||||
| 2027 | 4,298 | |||||||
| 2028 | 2,393 | |||||||
| 2029 | 1,769 | |||||||
| 2030 | 2,109 | |||||||
| Thereafter | 4,338 | |||||||
| Total | $ | 21,615 | ||||||
The total interest expense for the Company's debt obligations was as follows (in millions):
Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Contractual interest expense | $ | 1,220 | $ | 475 | $ | 30 | |||||||||||
| Amortization of debt discounts and issuance costs and accretion of redemption premiums | 110 | 33 | 16 | ||||||||||||||
| PIK interest | — | — | 22 | ||||||||||||||
| Less: capitalized interest | (182) | (159) | (41) | ||||||||||||||
| Total | $ | 1,148 | $ | 349 | $ | 27 | |||||||||||
In the year ended December 31, 2025, the Company entered into DDTL Facilities and issued Senior Notes (each as defined in Note 10—Debt) as follows (dollars in millions):
| Date of Issuance | Stated Interest Rates1 | Amount2 | |||||||||||||||
| DDTL 2.1 Facility | September 2025 | SOFR + 4.25% | $ | 3,000 | |||||||||||||
| DDTL 3.0 Facility | July 2025 | SOFR + 4.00% | 2,600 | ||||||||||||||
| 2030 Senior Notes | May 2025 | 9.25 | % | 2,000 | |||||||||||||
| 2031 Senior Notes | July 2025 | 9.00 | % | 1,750 | |||||||||||||
| 2031 Convertible Senior Notes | December 2025 | 1.75 | % | 2,588 | |||||||||||||
(1) DDTL Facilities are subject to an interest rate per annum equal to, at the Company's option, either the SOFR or the alternative base rate plus a spread.
(2) Amounts represent borrowing capacity for the DDTL Facilities and the principal amounts for the Senior Notes.
Delayed Draw Term Loans ("DDTL")
In July 2023, the Company entered into a Delayed Draw Term Loan 1.0 Facility (as amended, the "DDTL 1.0 Facility"), which provided for a delayed draw term loan facility of up to $2.3 billion. The principal amount of the DDTL 1.0 Facility is required to be repaid in quarterly installments, with the final payment due on March 28, 2028.
In May 2024, the Company entered into a Delayed Draw Term Loan 2.0 Facility (as amended, the "DDTL 2.0 Facility"), which provides for a delayed draw term loan facility of up to $7.6 billion. The principal amount of the DDTL 2.0 Facility is required to be repaid in quarterly installments, beginning in January 2026, with the final payment due five years after the applicable loan was funded.
In July 2025, the Company entered into a Delayed Draw Term Loan 3.0 Facility (as amended, the "DDTL 3.0 Facility"), which provides for a delayed draw term loan facility of up to $2.6 billion that may be drawn through July 2026. The principal amount of the DDTL 3.0 Facility is required to be repaid in monthly installments, beginning in April 2026, with the final payment due in August 2030. The Company is required to pay a fee of 0.50% per annum on the undrawn commitment. In conjunction with the issuance of the DDTL 3.0 Facility, the Company capitalized $82 million in debt discount and issuance costs. Under the DDTL 3.0 Facility, the Company is required to enter into interest rate swap agreements within 45 days of the closing date covering a notional amount of not less than 75% of the reasonably anticipated outstanding floating-rate loans until the maturity date. As of December 31, 2025, the Company is in compliance with this requirement.
In September 2025, the Company further amended the DDTL 2.0 Facility (as amended, the "DDTL 2.1 Facility," and together with the DDTL 1.0 Facility, the DDTL 2.0 Facility, and the DDTL 3.0 Facility, the "DDTL Facilities") to create a new tranche of delayed draw term loan facility up to $3.0 billion that may be drawn through March 2026. The principal amount of the DDTL 2.1 Facility is required to be repaid in quarterly installments, beginning in July 2026, with the final payment due five years after the applicable loan was funded. The terms of the draws under the DDTL 2.0 Facility remain unchanged.
The total loans available provided by the DDTL Facilities are constrained by the purchase price of assets for which the loans are being used to finance with such percentage based upon the depreciable cost of graphics processing unit ("GPU") servers. Borrowings under the DDTL Facilities are used to finance a portion of the purchase considerations, fees, and expenses relating to the acquisition of computing equipment. Obligations outstanding under the DDTL Facilities are secured by perfected first priority pledges of and security interests in (i) the equity interests of the respective subsidiaries held by its direct parent and (ii) substantially all of the assets of the respective subsidiaries.
The outstanding loan amounts are prepayable at any time, from time to time, at the Company's option, and are required to be prepaid upon the occurrence of an event of default or change of control of the Company, or with the proceeds of certain asset dispositions or incurrences of indebtedness.
Furthermore, all obligations under the DDTL Facilities are unconditionally guaranteed by the Company. They contain covenants that restrict the ability of the Company and/or the respective subsidiaries to incur or guarantee additional indebtedness; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; enter into certain transactions with affiliates; and merge, consolidate, transfer, or sell all or substantially all of its assets.
The DDTL Facilities require the maintenance of restricted cash balances based on a percentage of drawn amounts, subject to specified caps or specified amounts.
Senior Notes
In May 2025, the Company issued $2.0 billion in aggregate principal amount of senior notes due on June 1, 2030 (the "2030 Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In conjunction with the issuance of the 2030 Senior Notes, the Company capitalized $37 million in debt discount and issuance costs.
In July 2025, the Company issued $1.8 billion in aggregate principal amount of senior notes due on February 1, 2031 (the "2031 Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons pursuant to Regulation S under the Securities Act. In conjunction with the issuance of the 2031 Senior Notes, the Company capitalized $31 million in debt discount and issuance costs.
The proceeds from the issuance of the 2030 Senior Notes and 2031 Senior Notes (collectively the "Senior Notes") were retained for general corporate purposes. The Senior Notes are unsecured obligations and bear interest payable semi-annually in arrears. The Company may redeem all or a portion of the Senior Notes at any time prior to their maturity at a redemption set forth in the respective indentures. The Senior Notes include customary terms and covenants, including certain events of default, after which the Senior Notes may be due and payable immediately at a price set forth in the indentures.
As of December 31, 2025, the estimated fair value of the Senior Notes was $3.5 billion which was based on observable market prices of identical instruments in less active markets and were categorized as Level 2 in the fair value hierarchy.
2031 Convertible Senior Notes
In December 2025, the Company issued $2.6 billion in aggregate principal amount of convertible senior notes due on December 1, 2031 (the "2031 Convertible Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
The 2031 Convertible Senior Notes are convertible at an initial conversion rate of 9.2764 shares per $1,000 principal amount (equivalent to a conversion price of approximately $107.80 per share) into cash, shares of the Company's Class A common stock, or a combination thereof. Until September 1, 2031, the 2031 Convertible Senior Notes can only be converted upon satisfaction of certain market conditions or upon the occurrence of specific corporate events. After that date, the notes are freely convertible. The conversion rate is subject to standard anti-dilution adjustments throughout the life of the instrument.
Additionally, if the holders of the 2031 Convertible Senior Notes convert their notes in connection with a make-whole fundamental change or in connection with the exercise of the Company's option to redeem the 2031 Convertible Senior Notes, the conversion rate may be adjusted to compensate for the lost time value of money. The Company may not redeem the 2031 Convertible Senior Notes prior to December 5, 2028. On or after that date, the Company may redeem all or any portion of the outstanding 2031 Convertible Senior Notes for cash if the Company's Class A common stock price exceeds 130% of the conversion price for any 20 trading days within a 30 consecutive trading day period.
The 2031 Convertible Senior Notes are accounted as a single liability measured at its amortized cost, as the conversion features do not require bifurcation and recognition as derivatives. In conjunction with the issuance of the 2031 Convertible Senior Notes, the Company capitalized $57 million in debt discount and issuance costs.
A portion of the proceeds from the 2031 Convertible Senior Notes was used to fund the cost of entering into capped call transactions, described below. The Company expects to use the remainder of the proceeds for general corporate purposes. The 2031 Convertible Senior Notes are unsecured obligations and bear interest payable semi-annually in arrears and include customary terms and covenants, including certain events of default, after which the notes may be due and payable immediately at a price set forth in the indenture.
As of December 31, 2025, the estimated fair value of the 2031 Convertible Senior Notes was $2.5 billion, which was based on observable market prices of identical instruments in less active markets and is categorized as Level 2 in the fair value hierarchy.
Capped Call Transactions
In conjunction with the issuance of the 2031 Convertible Senior Notes, the Company entered into separately negotiated capped call transactions (the "Capped Calls") with certain financial institutions at a total cost of $340 million. The Capped Calls are expected generally to reduce potential dilution of the Company's Class A common stock upon any conversion of the 2031 Convertible Senior Notes and offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2031 Convertible Senior Notes, as the case may be, with such reduction and offset subject to a cap.
The Capped Calls have an initial strike price of $107.80 per share, which corresponds to the initial conversion price of the 2031 Convertible Senior Notes, and have an initial cap price of $215.60 per share, both subject to certain adjustments. The Capped Calls qualify for a derivative scope exception for instruments that are both indexed to an entity's own stock; therefore they are recorded in stockholders' equity (deficit) as a reduction of additional paid-in capital on the consolidated balance sheets and will not be subsequently remeasured.
2024 Term Loan Facility
In December 2024, the Company entered into a credit agreement providing for a $1.0 billion term loan facility (the "2024 Term Loan Facility") consisting of (i) a $229 million secured facility and (ii) a $771 million unsecured facility. In connection with the IPO, the maturity date of the 2024 Term Loan Facility was accelerated, and it was repaid on April 11, 2025.
Revolving Credit Facility
In June 2024, and as amended in October and December 2024, the Company entered into a senior secured revolving credit facility (as amended, the "Revolving Credit Facility") with a capacity of $650 million. The Revolving Credit Facility matures on June 21, 2027. The Revolving Credit Facility includes a $175 million letter of credit sub-facility. The letter of credit sub-facility entered into by the Company reduces the available borrowing capacity under the Revolving Credit Facility. In May 2025, the Company upsized the Revolving Credit Facility with a capacity of $1.5 billion and extended the maturity to May 2028. With the upsize of the Revolving Credit Facility, the letter of credit sub-facility increased to $350 million.
In November 2025, the Company amended its Revolving Credit Facility to increase the capacity to $2.5 billion and to modify certain covenant metrics. The amendment also extended the maturity to November 2029. With the upsize of the Revolving Credit Facility, the letter of credit sub-facility increased to $600 million. In December 2025, the Company transferred standby letters of credit issued in support of certain lease obligations from separate lease agreements to the letter of credit sub-facility under the Revolving Credit Facility. These letters of credit remain outstanding, continue to secure the related lease obligations, and reduce availability under the Revolving Credit Facility, with no change to the underlying lease terms or obligations. As of December 31, 2025, the outstanding balances associated with letters of credit were $294 million. There were no outstanding balances associated with the letters of credit as of December 31, 2024.
As of December 31, 2025, the Company had drawn $1.0 billion and had $1.2 billion of remaining capacity under the Revolving Credit Facility. Obligations outstanding under the Revolving Credit Facility are secured by pledges of certain assets as collateral. The Company is required to pay a fee of 0.25% per annum on the undrawn commitment. As of December 31, 2024, the Company had not drawn on the Revolving Credit Facility.
OEM and Software License Financing Arrangements
The Company entered into various agreements with original equipment manufacturers (the "OEM Financing Arrangements"), whereby the Company obtained financing for certain equipment with an aggregate notional balance of $4.8 billion and $1.3 billion as of December 31, 2025 and 2024, respectively. The Company granted a security interest for the financed equipment related to these financing arrangements. The arrangements generally have terms between to three years. The Company had an outstanding balance of $3.8 billion and $1.2 billion as of December 31, 2025 and 2024, respectively.
During the year ended December 31, 2025, the Company also entered into various arrangements with a software license vendor (the "Software License Financing Arrangements"), whereby the Company obtained financing for certain software licenses with an aggregate notional balance of $431 million as of December 31, 2025, and may elect to finance up to an additional $884 million of optional tranches under the terms of one arrangement that commenced in October 2025. Given additional tranches are contingent on the Company's future election and may be avoided without penalty, they are
not recognized as a liability as of December 31, 2025. These Software License Financing Arrangements generally have terms of less than five years. As of December 31, 2025, the Company had an outstanding balance of $368 million, representing the present value of the related obligations, with the discount accreted to interest expense using the effective interest method.
Magnetar Loan
In August 2024, the Company entered into an AI Computing Service Reserved Capacity and Prepayment Agreement with MagAI Ventures (the "MagAI Capacity Agreement"). Under this arrangement, the Company agreed to provide portfolio companies of MagAI Ventures with a pre-determined amount of cloud computing services at a pre-negotiated hourly rate. The specific amount of cloud computing services, inclusive of the capacity and term, to be used by each portfolio company, if any, will be negotiated individually with each portfolio company, and will be subject to final approval by MagAI Ventures. The Company received a refundable deposit of $230 million in connection with the MagAI Capacity Agreement. Any consumption of cloud services by MagAI Ventures, including by their portfolio companies, under this arrangement is deducted from this deposit amount, with the unused portion refunded back to MagAI Ventures at the end of the contractual term. Throughout the term of the arrangement, if MagAI Ventures portfolio companies do not contract for the full amount of the pre-determined cloud computing services, the Company may agree with MagAI Ventures to instead use this available capacity for other customers, and share profits with MagAI Ventures for any revenue realized above the revenue that would have been generated by charging these customers the MagAI Ventures pre-negotiated rate.
The initial MagAI Capacity Agreement provided for certain termination options for MagAI Ventures, including if a specified amount of capacity is not available by a target commencement date. The MagAI Capacity Agreement runs for an initial period of four years, with an option for MagAI Ventures to extend for additional years. As of December 31, 2024, the refundable deposit was included within other current liabilities on the consolidated balance sheets, as no services had yet been provided under this arrangement.
In February 2025, the MagAI Capacity Agreement was amended to provide certain termination for convenience rights to both MagAI Ventures and the Company. As a result of the amendment, the Company now considers the refundable deposit received from Magnetar to be in-substance debt (the "Magnetar Loan") under ASC 470, Sale of Future Revenue, and has reclassified the balance to debt, current on the consolidated balance sheets. No services had been provided under the MagAI Capacity Agreement as of December 31, 2025.
As of December 31, 2025, the $230 million refundable deposit remains available for cloud computing services for MagAI Ventures' portfolio companies. Upon such termination by either party, the unused portion of the $230 million deposit will be refunded along with a specified multiplier that increases over the term of the arrangement that equates to a 12% annual rate of return. As of December 31, 2025, the Company had $273 million classified as debt, current, including $43 million of redemption premiums, on the consolidated balance sheets. The accretion of the redemption premiums was recognized in interest expense, net in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2025.
Convertible Promissory Notes
In connection with an acquisition, the Company issued non-interest-bearing convertible promissory notes with an aggregate principal amount of $172 million to certain former shareholders of the acquiree. Unless earlier redeemed, the notes mature in April 2026. Subject to certain conditions, the Company may elect to settle the notes in cash, shares of the Company's Class A common stock, or a combination thereof. If settled in shares of Class A common stock, the number of shares to be delivered will be determined by dividing the outstanding principal balance by the volume-weighted average price of the Company's Class A common stock over a specified measurement period ending prior to the maturity date.
The issuance of shares upon settlement is subject to applicable stock exchange limitations, and any amounts in excess of such limitations will be settled in cash. The notes do not contain any embedded features that require bifurcation and accounting as derivatives.
As of December 31, 2025, the Company classified $168 million as debt, current on the consolidated balance sheets, representing the present value of the notes discounted using an imputed interest rate of 7%, and reflecting accretion of the discount in the year ended December 31, 2025. The accretion of the discount to the maturity amount is recognized as interest expense, net, in the consolidated statements of operations and comprehensive loss. Refer to Note 4—Business Combinations for additional information.
2021 Convertible Senior Secured Notes
In October 2021, the Company executed a note issuance agreement and a note purchase agreement with a related party for the issuance of an aggregate principal amount of up to $50 million of convertible senior secured notes (the "2021 Convertible Senior Secured Notes"). The Company determined that the conversion features, the accelerated redemption features, the variability in interest payments, and the Company's redemption option were required to be bifurcated and accounted for as an embedded derivative. The investors elected to convert all of the outstanding 2021 Convertible Senior Secured Notes on September 17, 2024, pursuant to the original terms of the conversion feature, resulting in the issuance of 25 million shares of common stock and a cash payment of $2 million for accrued interest and cash in lieu of fractional shares. The conversion was accounted for as an extinguishment. Equity increased by the settlement-date fair value of the common shares issued of $1.1 billion. Loss on extinguishment of the 2021 Convertible Senior Secured Notes was not material.
For the years ended December 31, 2024 and 2023, the Company recorded losses related to the fair value adjustment of these derivative liabilities of $627 million and $361 million, respectively. During the year ended December 31, 2024, total interest costs were not material and during the year ended December 31, 2023, total interest costs were $31 million.
DCSP Financing Arrangements
In June 2023, the Company entered into a service agreement (the "DCSP Service Agreement") with a data center service provider (the "DCSP"). Under the DCSP Service Agreement, the DCSP will design, purchase, build, and manage a data center providing access to up to 78 MW of electrical power to be delivered in phases. Separately, during the year ended December 31, 2024, the Company purchased $116 million of critical infrastructure assets to support the data center site (the "Existing Critical Infrastructure Assets").
In October 2024, the Company, as a lender, entered into a Senior Secured Delayed Draw Term Loan Credit Agreement (the "DCSP Note Receivable", and collectively, with the DCSP Service Agreement, the "DCSP Financing Arrangements") with the DCSP to facilitate the purchase of critical infrastructure assets. The DCSP Note Receivable provides for a total commitment of up to $305 million in delayed draw term loan funding for a term of seven years with a stated interest rate of 13.00% per annum.
The DCSP Note Receivable is secured by the new and existing critical infrastructure assets that support current and future phases of the build out at the data center and is prepayable at any time by the DCSP with no penalty.
The DCSP has borrowed under the DCSP Note Receivable to settle amounts previously advanced to the DCSP by the Company, finance purchases of additional critical infrastructure assets, and purchase the Existing Critical Infrastructure Assets. Under the terms of the DCSP Service Agreement, the Company continues to control the Existing Critical Infrastructure Assets and the Company recorded a financing obligation related to the consideration received for the Existing Critical Infrastructure Assets. The financing obligation is payable over a term of 14 years and has an imputed interest rate of 15%. The Existing Critical Infrastructure Assets are included in property and equipment, net, on the consolidated balance sheets and are depreciated over their estimated useful life.
Additionally, the Company entered into a lease for data center infrastructure assets with the DCSP. The arrangement commenced in April 2025 and is accounted for as a finance lease, with an initial term of 14 years and an imputed interest rate of 13%. The Company recorded finance lease right-of-use assets acquired through lease liability of $123 million for the year ended December 31, 2025 associated with this arrangement. For the year ended December 31, 2025, the amortization expense related to this finance lease right-of-use asset was not material.
As of December 31, 2025, the future contractual principal payments under the financing obligation and finance lease due to the DCSP were as follows (in millions):
| Years Ending December 31, | Financing Obligation | Finance Lease | ||||||||||||
| 2026 | $ | 20 | $ | 19 | ||||||||||
| 2027 | 20 | 19 | ||||||||||||
| 2028 | 20 | 19 | ||||||||||||
| 2029 | 20 | 19 | ||||||||||||
| 2030 | 20 | 19 | ||||||||||||
| Thereafter | 154 | 149 | ||||||||||||
| Total future payments | 254 | 244 | ||||||||||||
| Less: amount representing interest | (141) | (123) | ||||||||||||
| Total financing obligation | $ | 113 | $ | 121 | ||||||||||
| Less: current portion | (3) | (3) | ||||||||||||
| Long-term portion | $ | 110 | $ | 118 | ||||||||||
The DCSP Financing Arrangements allow for the net settlement of amounts due between the parties and meet the criteria for right of setoff in accordance with ASC 210, Balance Sheet. As of December 31, 2025, the gross amount of the DCSP Note Receivable was $304 million, which is presented net of the financing obligation and finance lease of $234 million. As of December 31, 2024, the gross amount of the DCSP Note Receivable was $224 million, which is presented net of the financing obligation of $116 million. The Company did not recognize any interest income during the year ended December 31, 2024, as the Company did not expect to be entitled to the accrued interest. The Company began recognizing interest income associated with this arrangement in March 2025. For the year ended December 31, 2025, the Company recognized $28 million of interest income in other income, net in the consolidated statements of operations and comprehensive loss. The total interest expense related to the financing obligation and finance lease associated with this arrangement for the year ended December 31, 2025 was $28 million and was not material for the years ended December 31, 2024 and 2023.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.