CoreWeave Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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Computer Software: Prepackaged Software
Technology
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): May 15, 2026
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Item 1.01 Entry into a Material Definitive Agreement.
On May 15, 2026, CoreWeave Financing DDTL V, LLC (the “Borrower”), a Delaware limited liability company and an indirect subsidiary of CoreWeave, Inc., a Delaware corporation (the “Parent”), entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent, U.S. Bank Trust Company, National Association as collateral agent, U.S. Bank National Association, as depository bank, MUFG Bank, Ltd. and Morgan Stanley Senior Funding, Inc. as coordinating lead arrangers and joint bookrunners, and the lenders party thereto, providing for a $3.1 billion delayed draw term loan facility (the “DDTL 5.0 Facility”). The DDTL 5.0 Facility was entered into primarily to finance capital expenditures required to perform certain customer contracts, including the acquisition of GPU servers and related infrastructure.
Availability and Maturity
The DDTL 5.0 Facility provides for delayed draw term loans available in one or more draws until the commitment termination date in September 2026. The maturity date of the DDTL 5.0 Facility is November 15, 2031.
Interest Rate and Fees
Amounts borrowed under the DDTL 5.0 Facility are subject to an interest rate per annum equal to (i) for SOFR loans, daily compounded SOFR (subject to a 0.00% floor) plus an applicable margin of 4.50% per annum, and (ii) for base rate loans, the base rate (determined by reference to the highest of (A) the prime rate, (B) the federal funds effective rate plus 0.50% and (C) daily simple SOFR plus 1.00%) (subject to a 0.00% floor), plus an applicable margin of 3.50% per annum. The DDTL 5.0 Facility provides for payment of, among others, undrawn fees in an amount equal to 0.50% per annum on the average daily undrawn portion of the DDTL 5.0 Facility, which undrawn fees are payable monthly in arrears.
Guarantees and Security
All obligations under the DDTL 5.0 Facility are unconditionally guaranteed by the Parent pursuant to a parent guarantee and pledge agreement, dated as of May 15, 2026, by and among the Parent, CW Financing DDTL V Holdco, LLC, a Delaware limited liability company, and U.S. Bank Trust Company, National Association (the “Parent Guarantee and Pledge Agreement”), and all obligations under the DDTL 5.0 Facility are also unconditionally guaranteed by the subsidiaries of the Borrower pursuant to a collateral agreement. All obligations under the DDTL 5.0 Facility are secured by substantially all assets of the Borrower and its subsidiaries and a pledge of 100% of the equity interests in the Borrower held by CW Financing DDTL V Holdco, LLC.
Covenants
The Borrower is required to comply with the following financial covenants, among others described in the Credit Agreement:
Debt Service Coverage Ratio. Beginning the first full calendar month after the earlier to occur of (a) the date on which the commitments are reduced to zero and (b) September 30, 2026, the Borrower is required to maintain a debt service coverage ratio of at least 1.35x.
Certain Other Covenants and Events of Default. The DDTL 5.0 Facility contains a number of other customary negative covenants, and the Credit Agreement contains customary events of default, including payment defaults, failure to perform or observe covenants, cross-defaults with certain other indebtedness, a change of control, and certain bankruptcy events. The Credit Agreement also contains events of default related to certain adverse events with respect to certain material contracts.
The foregoing summary of the DDTL 5.0 Facility does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Credit Agreement and the Parent Guarantee and Pledge Agreement, which are filed as Exhibits 10.1 and 10.2 hereto respectively, and incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information described above under Item 1.01 is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure
On May 18, 2026, the Parent issued a press release announcing the closing of the DDTL 5.0 Facility. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Parent under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
10.1†^ | ||||||||
10.2^ | ||||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
† The registrant has omitted portions of the exhibit (indicated by "[*]") as permitted under Item 601(b)(10) of Regulation S-K.
^ The registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 2026
COREWEAVE, INC. | |||||
By: | /s/ Michael Intrator | ||||
Name: | Michael Intrator | ||||
Title: | Chief Executive Officer | ||||