FALSE000176962800017696282025-12-312025-12-31

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. ☐

On December 31, 2025, CoreWeave Compute Acquisition Co. VII, LLC (“CCAC VII”), a Delaware limited liability company and a direct subsidiary of CoreWeave, Inc., a Delaware Corporation (the “Parent”), the Parent and CCAC VII Holdco LLC (“CCAC VII Holdco”), a Delaware limited liability company and a direct subsidiary of the Parent entered into an amendment (the “First Amendment”) to amend (i) that certain Credit Agreement, dated as of July 28, 2025 (the “DDTL 3.0 Credit Agreement”), by and among CCAC VII, as the initial borrower, CoreWeave Compute Acquisition Co. V, LLC, a Delaware limited liability company and a direct subsidiary of the Parent as the co-borrower, MUFG Bank, Ltd. as administrative agent, U.S. Bank Trust Company, National Association as collateral agent, U.S. Bank National Association, as depository bank and the lenders party thereto and (ii) that certain Parent Guarantee and Pledge Agreement, dated as of July 28, 2025, by and among CCAC VII Holdco as the Pledgor, the Parent as the guarantor and U.S. Bank Trust Company, National Association as collateral agent.

This amendment to the DDTL 3.0 Credit Agreement aligns the facility for the timing of deliveries described by the Parent on its earnings call reporting financial results for the quarter ended September 30, 2025. The First Amendment includes certain amendments to the financial covenants in the DDTL 3.0 Credit Agreement, including (i) reducing the minimum liquidity amount for the monthly payment dates ending on and after March 1, 2026 and prior to May 1, 2026 to $100.0 million, (ii) postponing the initial testing date of the debt service coverage ratio financial covenant until October 31, 2027 and (iii) postponing the initial testing date of the contract realization ratio financial covenant until February 28, 2026. The First Amendment also permits an unlimited number of equity cures for any failure to satisfy the debt service coverage ratio and contract realization ratio financial covenants prior to October 28, 2026, and thereafter equity cures with respect to such financial covenants may be utilized no more than three consecutive calendar months in any four consecutive calendar month period.

The foregoing description of the First Amendment is qualified in its entirety by reference to the text of the First Amendment, a copy of which will be filed as an exhibit to the Parent’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

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: January 2, 2026