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Debt | 9 Months Ended
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Sep. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt The total debt obligations are as follows (dollars in thousands):
| Maturities |  | Effective Interest Rates |  | September 30, 2025 |  | December 31, 2024
DDTL 1.0 Facility | March 2028 |  | 15% |  | $ | 1,667,500 |  |  | $ | 2,012,500 |
DDTL 2.0 Facility | August 2030 |  | 10% |  | 5,037,372 |  |  | 3,843,819 |
DDTL 2.1 Facility | September 2030 |  | 9% |  | 1,241,325 |  |  | — |
DDTL 3.0 Facility | August 2030 |  | 9% |  | 358,696 |  |  | — |
2030 Senior Notes | June 2030 |  | 10% |  | 2,000,000 |  |  | — |
2031 Senior Notes | February 2031 |  | 10% |  | 1,750,000 |  |  | — |
2024 Term Loan Facility | April 2025 |  | 12% |  | — |  |  | 1,000,000 |
Revolving Credit Facility | May 2028 |  | 7% |  | 700,000 |  |  | — |
OEM Financing Arrangements | March 2026- August 2028 |  | 8-10% |  | 1,185,709 |  |  | 1,177,158 |
Magnetar Loan | January 2029 |  | 12% |  | 264,666 |  |  | — |
Total principal of debt |  |  |  |  | 14,205,268 |  |  | 8,033,477 |
Less: Unamortized discount and issuance costs |  |  |  |  | (170,334) |  |  | (107,137) |
Total debt, net of unamortized discount and issuance costs |  |  |  |  | 14,034,934 |  |  | 7,926,340 |
Less: Debt, current |  |  |  |  | (3,712,177) |  |  | (2,468,425) |
Total debt, non-current |  |  |  |  | $ | 10,322,757 |  |  | $ | 5,457,915 |
As of September 30, 2025, the future principal payments for the Company's total debt were as follows (in thousands):
Years Ending December 31, |  | Amount
Remaining portion of 2025 |  | $ | 575,271 |
2026 |  | 3,896,918 |
2027 |  | 3,012,136 |
2028 |  | 2,478,008 |
2029 |  | 435,545 |
Thereafter |  | 3,807,390 |
Total |  | $ | 14,205,268 |
The total interest expense for the Company's debt obligations was as follows (in thousands):
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Contractual interest expense |  | $ | 324,131 |  |  | $ | 130,003 |  |  | $ | 807,215 |  |  | $ | 294,862 |
Amortization of debt discounts and issuance costs and accretion of redemption premiums |  | 21,049 |  |  | 7,397 |  |  | 87,776 |  |  | 23,002 |
Less: capitalized interest |  | (61,764) |  |  | (35,072) |  |  | (98,042) |  |  | (107,936) |
Total |  | $ | 283,416 |  |  | $ | 102,328 |  |  | $ | 796,949 |  |  | $ | 209,928 |
As of September 30, 2025, the Company's weighted-average interest rate on short-term debt instruments, which was comprised of the Magnetar Loan, and certain of the OEM Financing Arrangements, was 10.8%. As of December 31, 2024, the Company's weighted-average interest rate on short-term debt instruments, which was comprised of the 2024 Term Loan Facility, was 9.6%. Delayed Draw Term Loans 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 another delayed draw term loan facility of up to $7.6 billion. Under the DDTL 2.0 Facility, additional loans may be drawn until June 2025, with an option to extend the commitment period by three months subject to lender consent. In June 2025, the Company extended the commitment period to September 2025. 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. The total loans available 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. The Company's DDTL Facilities require the Company to maintain certain restricted cash balances. The Company is required to maintain restricted cash equal to 4.00% of the drawn balance on the DDTL 1.0 Facility, but in no event greater than $56 million. As of each of September 30, 2025 and December 31, 2024, $56 million was restricted cash in relation to the DDTL 1.0 Facility. Prior to the IPO, the Company was required to maintain restricted cash equal to 2.00% of the drawn balance on the DDTL 2.0 Facility, which was $77 million as of December 31, 2024. In connection with the IPO, the restricted cash requirement was reduced to 1.00% of the drawn balance on the DDTL 2.0 Facility, which was $50 million as of September 30, 2025. Additionally, at the closing of the IPO, the Company became subject to a requirement to fund $500 million into designated escrow accounts in connection with the DDTL 2.0 Facility, which was classified as restricted cash and cash equivalents, current, on the condensed consolidated balance sheets as of March 31, 2025. In April 2025, the conditions requiring restriction of this amount were lifted and the $500 million previously classified as restricted cash in connection with the DDTL 2.0 Facility was no longer restricted. In September 2025, the Company further amended the DDTL 2.0 Facility (as so amended, the "DDTL 2.1 Facility") 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. Borrowings under the DDTL 2.1 Facility are subject to an interest rate per annum equal to, at the Company's option, either the term Secured Overnight Financing Rate ("SOFR") or the alternative base rate plus a spread. The spread is equal to 4.25% for term SOFR loans and 3.25% for base rate loans. The total loans available 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 GPU servers. Consistent with the DDTL 2.0 Facility, the restricted cash requirement for the DDTL 2.1 Facility is 1.00% of the drawn balance, which was $12 million as of September 30, 2025. The terms of the draws under the DDTL 2.0 Facility remain unchanged. Delayed Draw Term Loan Facility 3.0 In July 2025, one of the Company's subsidiaries, CoreWeave Compute Acquisition Co. VII LLC ("CCAC VII"), entered into a third delayed draw term loan facility with various lenders and MUFG Bank, LTD, as the administrative agent. The agreement provides for a delayed draw term loan facility of up to $2.6 billion until July 2026 (the "DDTL 3.0 Facility"). All obligations under the DDTL 3.0 Facility are unconditionally guaranteed by the Company. Obligations outstanding under the DDTL 3.0 Facility are secured by perfected first priority pledges of and security interests in (i) the equity interests of CCAC VII held by its direct parent and (ii) substantially all of the assets of CCAC VII. The DDTL 3.0 Facility contains covenants that restrict the ability of the Company and/or CCAC VII 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 or transfer or sell all or substantially all of its assets. The total loans available 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 GPU servers. Borrowings under the DDTL 3.0 Facility will be used to finance a portion of the purchase considerations, fees, and expenses relating to the acquisition of computing equipment. Interest on outstanding borrowings on the DDTL 3.0 Facility accrues at an interest rate per annum equal to the daily compounded SOFR plus an applicable margin of 4.00% or the alternative base rate plus 3.00%, at the Company's election. Under the DDTL 3.0 Facility, the Company is required to enter into secured swap agreements within 45 days of closing date as well as after each subsequent credit event covering a notional amount of not less than 75% of the reasonably anticipated outstanding floating-rate loans until the maturity date. As of September 30, 2025, the Company is in compliance with this requirement. 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 loans 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. As of September 30, 2025, the Company had borrowed $359 million against the DDTL 3.0 Facility. The Company is required to pay a fee of 0.50% per annum on the undrawn commitment. In conjunction with the issuance of DDTL 3.0 Facility, the Company capitalized $82 million in debt discount and issuance costs. The Company is required to maintain restricted cash ranging from $50 million to $175 million on the DDTL 3.0 Facility based on the minimum liquidity schedule specified in the agreement until the maturity date. As of September 30, 2025, $100 million of restricted cash was maintained in relation to the DDTL 3.0 Facility. 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 included 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 2, 2028. With the upsize of the Revolving Credit Facility, the letter of credit sub-facility increased to $350 million. There were no outstanding balances associated with the letter of credit as of either September 30, 2025 or December 31, 2024. As of December 31, 2024, the Company had not drawn on the Revolving Credit Facility. As of September 30, 2025, the Company had drawn $700 million and had $800 million 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. 2030 Senior Notes In May 2025, the Company issued $2.0 billion in aggregate principal amount of senior notes due 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 2030 Senior Notes were issued pursuant to an indenture, dated as of May 27, 2025. The proceeds from the issuance of the 2030 Senior Notes were retained for general corporate purposes. In conjunction with the issuance of the 2030 Senior Notes, the Company capitalized $37 million in debt discount and issuance costs. The 2030 Senior Notes are unsecured obligations. The 2030 Senior Notes will mature on June 1, 2030 and bear interest at a rate of 9.25% per annum, payable semi-annually in cash in arrears on June 1 and December 1 of each year, beginning on December 1, 2025. The Company may redeem all or a portion of the 2030 Senior Notes at any time prior to June 1, 2027 at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest and a "make-whole" premium as provided in the indenture. The Company may redeem all or a portion of the 2030 Senior Notes at any time on or after June 1, 2027 at the redemption prices set forth in the indenture. At any time prior to June 1, 2027, up to 40% of the aggregate principal amount of the 2030 Senior Notes may be redeemed with the net cash proceeds from certain equity offerings, at the redemption price specified in the indenture. The 2030 Senior Notes include customary terms and covenants, including certain events of default, after which the 2030 Senior Notes may be due and payable immediately. In addition, if the Company experiences certain change of control events, as described in the indenture, the Company will be required to make an offer to repurchase some or all of the 2030 Senior Notes at a price equal to 101% of the principal amount of the 2030 Senior Notes to be repurchased plus accrued and unpaid interest. 2031 Senior Notes In July 2025, the Company issued $1.8 billion in aggregate principal amount of senior notes due 2031 (the "2031 Senior Notes") in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2031 Senior Notes were issued pursuant to an indenture, dated as of July 25, 2025. The proceeds from the issuance of the 2031 Senior Notes were retained for general corporate purposes. In conjunction with the issuance of the 2031 Senior Notes, the Company capitalized $31 million in debt discount and issuance costs. The 2031 Senior Notes are unsecured obligations. The 2031 Senior Notes will mature on February 1, 2031 and bear interest at a rate of 9.00% per annum, payable semi-annually in cash in arrears on February 1 and August 1, of each year beginning on February 1, 2026. The Company may redeem all or a portion of the 2031 Senior Notes at any time prior to February 1, 2028 at a redemption price up to 100.00% of the aggregate principal amount, plus accrued and unpaid interest and a "make-whole" premium as provided in the indenture. At any time prior to February 1, 2028, up to 40.00% of the aggregate principal amount of the 2031 Senior Notes may be redeemed with the net cash proceeds from certain equity offerings, at the redemption price specified in the indenture. The 2031 Senior Notes include customary terms and covenants, including certain events of default, after which the 2031 Senior Notes may be due and payable immediately. In addition, if the Company experiences certain change of control events, as described in the indenture, the Company will be required to make an offer to repurchase some or all of the 2031 Senior Notes at a price equal to 101.00% of the principal amount of the 2031 Senior Notes to be repurchased plus accrued and unpaid interest. 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. 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 will 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 two additional years. As of December 31, 2024, the refundable deposit was included within other current liabilities on the condensed 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 condensed consolidated balance sheets. No services had been provided under the MagAI Capacity Agreement as of September 30, 2025. As of September 30, 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 September 30, 2025, the Company had $265 million classified as debt, current, including $35 million of redemption premiums, on the condensed consolidated balance sheets. The accretion of the redemption premiums was recognized in interest expense, net in the condensed consolidated statements of operations during the nine months ended September 30, 2025. 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. For the three and nine months ended September 30, 2024, the Company recorded losses related to the fair value adjustment of these derivative liabilities of $283 million and $627 million, respectively. During the three and nine months ended September 30, 2024, total interest costs for the 2021 Convertible Senior Secured Notes were $2 million and $8 million, respectively, comprised of coupon interest of $1 million and $4 million, respectively, and amortization of debt discounts and issuance costs of $1 million and $4 million, respectively. 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 24,543,980 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. Additionally, a $6 million extinguishment loss is included in other income, net, which represents the difference between the fair value of the shares and the combined carrying amounts of the debt host and the bifurcated embedded derivative liability. OEM 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 $1.9 billion and $1.3 billion as of September 30, 2025 and December 31, 2024, respectively. The Company granted a security interest for the financed equipment related to these financing agreements. These agreements generally have terms between two to three years. 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 condensed 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 nine months ended September 30, 2025 associated with this arrangement. For the three and nine months ended September 30, 2025, the amortization expense related to this finance lease right-of-use asset was not material. As of September 30, 2025, the future payments under the financing obligation and finance lease due to the DCSP were as follows (in thousands):
Years Ending December 31, |  | Financing obligation |  | Finance lease
Remaining portion of 2025 |  | $ | 4,918 |  |  | $ | 4,680 |
2026 |  | 19,658 |  |  | 18,720 |
2027 |  | 19,645 |  |  | 18,720 |
2028 |  | 19,630 |  |  | 18,720 |
2029 |  | 19,616 |  |  | 18,720 |
Thereafter |  | 175,800 |  |  | 168,480 |
Total future payments |  | 259,267 |  |  | 248,040 |
Less: amount representing interest |  | (145,319) |  |  | (126,548) |
Total |  | 113,948 |  |  | 121,492 |
Less: current portion |  | (3,018) |  |  | (3,799) |
Long-term portion |  | $ | 110,930 |  |  | $ | 117,693 |
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 September 30, 2025, the gross amount of the DCSP Note Receivable was $288 million, which is presented net of the financing obligation and finance lease of $235 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 three and nine months ended September 30, 2025, the Company recognized $9 million and $18 million of interest income in other income, net in the condensed consolidated statements of operations, respectively. The total interest expense related to the financing obligation and finance lease associated with this arrangement for the three and nine months ended September 30, 2025 was $8 million and $20 million, respectively.

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