Wiki/Primary documents
CoreWeave SEC Filings, Annotated
Why CoreWeave's filings matter
There are perhaps a dozen meaningful "neoclouds" — pure-play AI infrastructure operators renting GPU capacity at hyperscaler-adjacent terms — and exactly one of them files with the SEC. CoreWeave (NASDAQ: CRWV; CIK 0001769628) priced its IPO on March 27, 2025, then proceeded through four 10-Q cycles and an FY25 10-K filed March 2, 2026. The resulting paper trail is the only public-equity primary source on the unit economics of pure-play AI hosting; Lambda, Crusoe, Voltage Park, Applied Digital's HPC segment, and Nebius carry nothing equivalent.
That makes the filings load-bearing for the entire AI-capex debate. When analysts argue GPU useful lives, when shorts allege depreciation games, when energy planners ask whether the take-or-pay revenue underpinning $20+ billion of GPU-backed debt is contractually real, they are arguing about specific paragraphs from these documents. The architecture under every disclosure is the same: long-dated GPU hardware financed with private-credit secured debt, behind take-or-pay contracts from a tiny number of giant counterparties. Every risk that matters — Microsoft churn, GPU obsolescence, Nvidia supply, power, covenant compliance — is a stress test of that single architecture. This page collects the most consequential disclosures verbatim, with section and page cites.
The Risk Factors that matter (verbatim)
1. Customer concentration — the central exposure
From the FY25 10-K, Item 1A "Risk Factors," sub-heading "A substantial portion of our revenue is driven by a limited number of our customers…" (10-K p. 20):
"A substantial portion of our revenue is driven by a limited number of customers. We recognized an aggregate of approximately 67% of our revenue from our top customer, Microsoft, for the year ended December 31, 2025. We recognized an aggregate of approximately 77% of our revenue from our top two customers for the year ended December 31, 2024. We recognized an aggregate of approximately 73% of our revenue for the year ended December 31, 2023, from our top three customers. None of our other customers represented 10% or more of our revenue for the year ended December 31, 2025. In May 2025, we entered into a master services agreement with OpenAI OpCo, LLC… pursuant to which OpenAI has committed to pay us up to approximately $6.5 billion through May 31, 2031… Similarly, in September 2025, we entered into an order form under an existing master services agreement pursuant to which Meta Platforms, Inc. ('Meta') initially committed to pay us up to approximately $14.2 billion through December 2031… We expect that our customer concentration with a limited number of top customers is likely to continue in future years because of the long-term nature of contracts with those customers."
The financial-statement footnote — Note 17 "Concentrations" / customer disclosure table (10-K p. 92, line 5722 of the EDGAR plain-text rendering) — pins the figures down precisely:
| Customer | 2025 | 2024 | 2023 |
|---|---|---|---|
| Customer A (Microsoft) | 67% | 62% | 35% |
| Customer B | * | 15% | 17% |
| Customer C | * | * | 21% |
"Customer A and D accounted for 68% and 11% of accounts receivable, net, respectively, as of December 31, 2025. Customer A accounted for 66% of accounts receivable, net as of December 31, 2024." The S-1 filed February 28, 2025 carried the same disclosure with 62% / 77% as the headline — figures underwriters had to defend to the pre-IPO buyside.
2. Nvidia supply dependency, by purchase share
10-K Item 1A on suppliers (p. 15):
"…as a result of our obligations in our current customer contracts, all of the GPUs used in our infrastructure today are NVIDIA GPUs. Additionally, for the year ended December 31, 2025, three suppliers accounted for 23%, 20%, and 17% of total purchases, for the year ended December 31, 2024, three suppliers accounted for 46%, 16%, and 14% of total purchases, and for the year ended December 31, 2023, three suppliers account for 57%, 22%, and 11% of total purchases."
Two facts hide there. The company is contractually obligated by customer contracts to use Nvidia GPUs — Microsoft and OpenAI specified the chip. And top-supplier share fell from 57% to 23% between 2023 and 2025 as the OEM mix (Dell, Supermicro) broadened, even as Nvidia silicon itself remained single-sourced. The filing extends the dependency through TSMC: "NVIDIA relies on suppliers such as Taiwan Semiconductor Manufacturing Company for semiconductor manufacturing… If we are required to change suppliers, our ability to meet our obligations to our customers, including scheduled compute access, could be adversely affected."
3. Power and grid availability
10-K Item 1A on power (p. 14): "The local electricity grids in the markets where we have data centers have faced substantial increases in demand for power. Although there are some early stage alternative methods to source power to local electricity grids they may not be available to service all of our needs due to lack of supply or high cost per unit of electricity. Our inability to secure sufficient power on terms that are acceptable to us could have an adverse effect on our business…"
And the asymmetric-commitment paragraph that captures the build-ahead problem: "Additionally, for our potential new data centers and expansion sites, we expect to commit substantial operational and financial resources, including long-term power supply contracts, in advance of securing customer contracts for those data centers. This asymmetric dynamic could adversely affect our business, financial position, results from operations and prospects."
4. GPU technological obsolescence
The risk factor on cycling out infrastructure (p. 22): "Part of this process entails cycling out older components of our infrastructure and replacing them with the latest technology available. This requires us to make certain estimates with respect to the useful life of the components of our infrastructure and to maximize the value of the components of our infrastructure, including our GPUs, to the fullest extent possible. We cannot guarantee that our estimates will be accurate or that our attempts at maximizing value will be successful. Any changes to the significant assumptions underlying our estimates or to the estimates of our components' useful lives, or any inability to redeploy components of our existing infrastructure to extend past their contracted life could significantly affect our business, operating results, financial condition, and prospects."
5. Counterparty credit risk (read: OpenAI)
10-K Item 1A on counterparty credit risk (p. 33):
"…we intend to increase the number of our customers over time, including customers in their early stages and/or private companies that may have increased risk of insolvency, bankruptcy, or other issues impacting their creditworthiness. For example, in March 2025, we entered into a master services agreement with OpenAI, a private company, pursuant to which OpenAI has committed to pay us up to approximately $11.9 billion through October 2030. Other significant customers include Microsoft and Meta. Our business is, and may in the future be, subject to the risks of non-payment and non-performance by these customers, which risk is heightened given that a substantial portion of our revenue is currently, and is expected for the foreseeable future to be, driven by a limited number of customers."
CoreWeave is effectively admitting one anchor customer is privately held, unrated, and is the obligor on the take-or-pay contracts underpinning the GPU-backed debt.
6. Material weaknesses in internal control
Item 9A (p. 135):
"…our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2025 due to the material weaknesses in our internal control over financial reporting described below… we previously identified material weaknesses in our internal control over financial reporting related to the lack of effectively designed, implemented, and maintained IT general controls over applications that support our financial reporting processes; insufficient segregation of duties across financially relevant functions, and lack of sufficient number of qualified personnel within our accounting, finance, and operations functions… these material weaknesses continued to exist as of December 31, 2025."
A clean material-weakness disclosure from a company carrying $21.6 billion of debt is itself a risk factor.
Debt structure walk-through with primary excerpts
The most consequential sentence in the 10-K, from "Risks Related to Our Indebtedness" (p. 53):
"We have a substantial amount of debt, which requires significant interest and principal payments. As of December 31, 2025, our total indebtedness was $21.6 billion and we had $3.7 billion of undrawn availability under our Revolving Credit Facility, DDTL 2.1 Facility and DDTL 3.0 Facility."
The same passage walks through every facility by vintage:
"In July 2023, CoreWeave Compute Acquisition Co. II, LLC… entered into the DDTL 1.0 Facility providing for up to $2.3 billion in delayed draw term loans. In May 2024, CoreWeave Compute Acquisition Co. IV, LLC… entered into the DDTL 2.0 Facility providing for up to $7.6 billion in delayed draw terms loans. In September 2025, we further amended the DDTL 2.0 Facility by entering into the DDTL 2.1 Facility to create a new tranche of delayed draw term loan facility up to $3.0 billion and extend the draw period for new borrowings to March 2026. In July 2025, CoreWeave Compute Acquisition Co. V, LLC… and CoreWeave Compute Acquisition Co. VII, LLC… entered into the DDTL 3.0 Facility… providing for up to $2.6 billion in delayed draw term loans. All obligations under the DDTL Facilities are unconditionally guaranteed by us."
Each facility lives in a separate bankruptcy-remote subsidiary so lenders can foreclose on the GPUs and customer-contract cash flows without sweeping the corporate group.
Facility table from Note 10 — Debt (10-K p. 117)
| Facility | Maturity | Effective rate | Dec 31, 2025 ($M) | Dec 31, 2024 ($M) |
|---|---|---|---|---|
| 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 | — | — | — |
| 2030 Senior Notes (9.25%) | June 2030 | 9% | 2,000 | — |
| 2031 Senior Notes (9.00%) | February 2031 | 10% | 1,750 | — |
| 2031 Convertible Senior Notes (1.75%) | December 2031 | 2% | 2,588 | — |
| Revolving Credit Facility | November 2029 | 7% | 168 | — |
| OEM and Software License Financing | April 2025 – July 2030 | 6% | 1,000 | — |
| 2024 Term Loan Facility | (Repaid April 2025) | 10% | — | 1,000 |
| Magnetar Loan | March 2026 | 12% | — | 1,177 |
| Convertible Promissory Notes | January 2029 | 12% | 273 | — |
| Total principal | 21,615 | 8,033 |
The 15% effective rate on DDTL 1.0 is the cleanest single number in the filing for what private, pre-IPO GPU-backed credit cost in 2023. Each vintage prices tighter: DDTL 2.0 at 10%, DDTL 2.1 at 9%, the post-period DDTL 4.0 at SOFR + 225 bps with an investment-grade rating.
DDTL collateral mechanics, verbatim
Note 10 on what secures the loans (10-K p. 118):
"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… 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."
"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 waterfall — cash policy note (p. 95): "Restricted cash and cash equivalents also consist of customer deposits subject to a waterfall mechanism, which prioritizes payments for operating expenses, administrative fees, and scheduled debt service obligations before funds are released to the Company for general corporate use…" Customer prepayments are trapped at the facility level, debt service runs first, only the residual reaches CoreWeave proper. It is a securitization in everything but name.
Lender names — DDTL 1.0 through 3.0
CoreWeave's press releases paired with the 10-K's related-party disclosure tag DDTL 1.0's consortium as Blackstone Tactical Opportunities, Magnetar Capital, Coatue, Carlyle, PIMCO, BlackRock and DigitalBridge Credit (Aug 3, 2023). DDTL 2.0 (May 2024) was led by Blackstone with Magnetar co-leading and Coatue, Carlyle, CDPQ, DigitalBridge Credit, BlackRock, Eldridge and Great Elm Capital Corp participating. The 10-K's related-party note (p. 130) quantifies the Magnetar exposure:
"Magnetar was a related party of the Company through March 2025, as Magnetar-affiliated funds collectively held a significant equity interest in the Company and Magnetar had representation on the Company's Board… As of December 31, 2024 $438 million in aggregate principal amount of the DDTL 1.0 Facility was outstanding and held by funds or accounts managed or advised by Magnetar… As of December 31, 2024 $106 million of the DDTL 2.0 Facility was outstanding and held by funds or accounts managed or advised by Magnetar."
Post-period: DDTL 4.0 and the investment-grade rating
An 8-K dated March 30/31, 2026 (post-FY25 reporting period) announced a fourth-generation facility — issued by CoreWeave Compute Acquisition Co. VIII, LLC — sized at $8.5B, anchored by Blackstone Credit & Insurance, rated A3 (Moody's) and A (low) (DBRS), priced at SOFR + 225 bps floating / ~5.9% fixed, maturing March 2032. The 10-K MD&A (p. 67): "We have also incorporated features such as investment grade tranches, as in the case of the DDTL 2.0 Facility, to further reduce our cost of capital… We expect this trajectory towards a lower cost of capital will enable us to accelerate our growth at the pace of innovation…"
Cash flow burden of the debt
10-K p. 53: "For the year ended December 31, 2025, our cash flows dedicated for debt service requirements totaled $4.4 billion, which includes principal payments of $3.4 billion and interest payments of $1.0 billion… our net cash provided by operating activities was $3.1 billion."
Debt service in 2025 exceeded operating cash flow.
Customer concentration in financial-statement form
The concentration table above is the binding disclosure; 68% of net accounts receivable at year-end 2025 is owed by Microsoft alone. The next contractually-significant customer, OpenAI, has its obligations split across three exhibits in the 10-K's index (p. 153):
- Master Services Agreement, CoreWeave & OpenAI OpCo, LLC, March 7, 2025 — Exhibit 10.31 to the September 25, 2025 8-K. The headline $11.9 billion / five-year contract.
- Master Services Agreement, CoreWeave & OpenAI OpCo, LLC, May 8, 2025 — Exhibit 10.1 to a September 30, 2025 8-K. The basis of the up-to-$6.5 billion expansion.
- Stock Issuance Agreement, CoreWeave & OpenAI OpCo, LLC, March 7, 2025 — the $350 million stock issuance to OpenAI alongside the original contract.
Plus the Microsoft and Meta MSAs:
- Master Services Agreement, CoreWeave & Microsoft Corporation, February 22, 2023 — Exhibit to S-1/A March 12, 2025.
- Master Services Agreement, CoreWeave & Meta Platforms, Inc., December 10, 2023 — with the September 25, 2025 order form bringing the Meta commitment to "up to approximately $14.2 billion through December 2031."
The OpenAI agreement was disclosed on a Form 8-K filed March 10, 2025 — three weeks before the IPO priced.
Revenue and backlog disclosures
Revenue recognition policy
Note 1 — Significant Accounting Policies (10-K p. 100):
"Committed Contracts — These service arrangements provide customers with access to cloud computing capacity across the Company's various data centers over a specified duration. Revenue is recognized ratably over the contract period. The initial contract period generally ranges from one to six years. The terms of these contracts are typically structured as 'take-or-pay' agreements, requiring payment regardless of the level of utilization. Additionally, customers under committed contracts often make a prepayment that is recorded as deferred revenue and consumed based on the terms of the contract."
On-demand contracts bill monthly in arrears based on hourly usage; committed contracts dominate (98%/96%/88% of revenue across 2025/2024/2023).
Deferred revenue and RPO (Note 2 — Revenue, 10-K p. 105)
"Deferred revenue, including current and non-current balances as of December 31, 2025 and 2024 was $8.2 billion and $4.1 billion, respectively. For the years ended December 31, 2025 and 2024, revenue recognized from deferred revenue at the beginning of the period was $780 million and $225 million, respectively."
"As of December 31, 2025, the Company had $60.7 billion of unsatisfied RPO, of which 43% is expected to be recognized over the initial 24 months ending December 31, 2027, 38% between months 25 and 48, and the remaining balance recognized between months 49 and 84."
The RPO is the backlog number: $60.7B at end of 2025, up from $15.1B a year earlier (302% growth). The schedule is the consequential bit — 43% (~$26B) expected to convert by end of 2027, implying a ~$13B annual run-rate within two years against a 2025 actual of $5.1B.
Useful-life and depreciation policy — Note 1 verbatim
10-K Note 1 (p. 97):
"Effective January 1, 2023, the Company changed its estimate of the useful life for its computing equipment utilized in data centers from five to six years, reflecting continuous advancements in hardware performance, software optimization, and data center design improvements. The effects of this change in estimate for the year ended December 31, 2023 on computing equipment that was included in property and equipment, net on the consolidated balance sheets as of December 31, 2023 was a reduction in total expenses of $20 million. The per share impact of the change in estimate was a $0.10 increase for the year ended December 31, 2023."
"The estimated useful lives of the Company's property and equipment are as follows: Technology equipment — 6 years; Data center equipment and leasehold improvements — 3-6 years; Software — 3-5 years…"
Property and Equipment, Net — Note 5 (10-K p. 111)
| ($M) | Dec 31, 2025 | Dec 31, 2024 |
|---|---|---|
| Technology equipment | 20,903 | 9,146 |
| Software | 802 | 140 |
| Data center equipment and leasehold improvements | 9,376 | 3,201 |
| Furniture, fixtures, and other assets | 18 | 9 |
| Construction in progress | 2,842 | 384 |
| Total property and equipment | 33,941 | 12,880 |
| Less: accumulated depreciation and amortization | (3,384) | (965) |
| Total property and equipment, net | 30,557 | 11,915 |
"Depreciation and amortization on property and equipment was $2.4 billion, $861 million, and $101 million for the years ended December 31, 2025, 2024, and 2023, respectively."
"There was $182 million, $159 million, and $41 million of interest capitalized during the years ended December 31, 2025, 2024, and 2023, respectively."
Technology equipment — overwhelmingly Nvidia GPUs and surrounding servers — sits at $20.9B gross against accumulated depreciation of only $3.4B. Most of the fleet was placed in service in 2024 or 2025; under the 6-year policy, the bulk of the depreciation cost is still ahead. Nebius's comparable IFRS disclosure uses a four-year life for the same hardware class; on a $20B fleet, annual depreciation differs by ~$1.7B between the two assumptions. This is the disclosure the GPU-depreciation skeptics have organized their thesis around.
Income statement and cash flow context
10-K Overview (p. 6): "Our revenue was $5.1 billion, $1.9 billion, and $229 million for the years ended December 31, 2025, 2024, and 2023, respectively… we incurred net losses of $1.2 billion, $863 million, and $594 million for the years ended December 31, 2025, 2024, and 2023, respectively." Revenue grew 168% in 2025; ~85% from existing-customer expansion. Cost of revenue grew $960M (195%); technology-and-infrastructure expense grew $2.0B (205%), driven by a ~$1.5B jump in D&A — $843M in 2024 to $2.3B in 2025.
Cash flow gap (MD&A p. 76):
| ($M) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Net cash provided by operating activities | 3,058 | 2,749 | 1,833 |
| Net cash used in investing activities | (10,271) | (8,658) | (3,148) |
| Net cash provided by financing activities | 9,308 | 7,464 | 1,788 |
Operating cash flow funds about 30% of investing outflow; the rest is debt and equity. The 10-K confirms this is the steady state.
The fundamental tensions the filings reveal
Customer base and asset base are out of phase. Microsoft is 67% of 2025 revenue, but its MSA dates to February 2023, locked in pre-IPO pricing. Meta and OpenAI commitments dated late 2025 — $14.2B and $6.5B of incremental backlog — won't flow through the income statement until 2026-2028 capacity comes online. The 6-year useful-life assumption requires those contracts to either renew or be replaced by equivalents four years from now; the take-or-pay structure protects CoreWeave only through the initial term.
The depreciation policy assumes a redeployment market that does not yet exist. The risk factor concedes this: "any inability to redeploy components of our existing infrastructure to extend past their contracted life could significantly affect our business." Microsoft is buying H100/H200/GB200 clusters today; whether anyone will pay meaningful rates for the same silicon in 2029 is the open question the 6-year useful life answers in the affirmative.
The financing structure assumes friendly rates. From the 10-K (p. 53): "all of the debt under our Credit Facilities bears interest at variable rates, the majority of which is unhedged." The 2030 Senior Notes priced at 9.25%, the 2031s at 9.00%, the convertibles at 1.75% (convertible at $107.80); most of the cap stack remains floating. A 200 bps SOFR move translates to roughly $300M of additional annual interest on the floating portion.
The company is operationally larger than its controls. Item 9A's disclosure that controls remained not-effective at year-end 2025, with three material weaknesses persisting from the pre-IPO period, is unusual for a company carrying $30B of net PP&E and $21.6B of debt.
The subsequent-events list reveals the velocity. Note 16 (p. 134): "In January 2026, NVIDIA Corporation invested $2 billion in the Company's Class A common stock at a purchase price of $87.20 per share… additional financing agreements with an OEM… aggregate notional balance of $1.5 billion… additional lease agreements… aggregate amount of estimated future undiscounted lease payments associated with such leases is $8.8 billion." Two months after period-end: $2B of new silicon-supplier equity, $1.5B of vendor financing, $8.8B of lease commitments. The pace of commitments is itself the leading indicator.
Direct EDGAR links
- EDGAR filing index (CIK 0001769628): https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001769628
- S-1 (Feb 28, 2025): https://www.sec.gov/Archives/edgar/data/1769628/000119312525044231/d899798ds1.htm
- S-1/A (Mar 12, 2025): https://www.sec.gov/Archives/edgar/data/1769628/000119312525058309/d899798ds1a.htm
- 424B4 prospectus (Mar 28, 2025): https://www.sec.gov/Archives/edgar/data/1769628/000119312525067651/d899798d424b4.htm
- Q1 2025 10-Q: https://www.sec.gov/Archives/edgar/data/1769628/000176962825000014/crwv-20250331.htm
- Q3 2025 10-Q: https://www.sec.gov/Archives/edgar/data/1769628/000176962825000062/crwv-20250930.htm
- FY25 10-K (Mar 2, 2026): https://www.sec.gov/Archives/edgar/data/1769628/000176962826000104/crwv-20251231.htm
- FY25 10-K PDF mirror: https://s205.q4cdn.com/133937190/files/doc_financials/2025/q4/CoreWeave-Inc-FY25-10-K-7.pdf
- 8-K Mar 10, 2025 — initial OpenAI MSA ($11.9B / five-year)
- 8-K Sept 25, 2025 — OpenAI MSA dated May 8, 2025 (basis of $6.5B expansion); Exhibit 10.1
- 8-K Sept 30, 2025 — Meta order form (up-to-$14.2B through Dec 2031)
- 8-K Mar 30/31, 2026 — DDTL 4.0 Facility ($8.5B, A3/A(low), SOFR+225 bps, March 2032 maturity)
The S-1 carries the original Microsoft-62% disclosure that made the IPO controversial; the 10-K is where the 67%-and-rising number landed. Both should be read alongside the 8-K exhibit set, where the actual MSAs with Microsoft (Feb 2023), Nvidia (April 2023), Meta (Dec 2023), and OpenAI (March and May 2025) are filed as full-text exhibits. Redactions are aggressive, but structure, term, take-or-pay mechanics, and termination triggers are all visible. Those exhibits are the deepest primary source on neocloud contract economics that currently exists in public filings.