CRWV CoreWeave, Inc. 10-Q 2026-09-30 section summaries

CoreWeave, Inc. — Q3 and nine months ended September 30, 2026

Results

CoreWeave’s AI infrastructure cloud business grew rapidly, but rising infrastructure costs and financing expense left the company with substantial losses. It operates as one reportable segment; management evaluates performance using consolidated net loss.

Revenue increased 168.2% in Q3 and 133.6% in 9M year over year. Gross margin declined to 67.7% from 73.0% in Q3 as cost of revenue grew faster than revenue. Research and development, included in technology and infrastructure expense, was $154M versus $93M in Q3 and $375M versus $243M in 9M. Debt interest expense, after capitalized interest, was $769M versus $283M in Q3 and $1.754B versus $797M in 9M.

Cash flow and investment

Operating cash flow included a $3.492B increase from deferred revenue (versus $1.402B) and $1.134B used by accounts receivable. Financing cash flow was $21.346B in 9M 2026, including $27.048B of debt issuance proceeds, $7.563B of repayments, $1.058B of capped-call purchases and $2.982B of net private-placement proceeds. Cash interest paid, net of capitalized amounts, was $1.339B versus $557M.

Balance sheet, debt and fixed commitments

Tangible equity—equity less goodwill and other intangible assets—was $2.691B, up from $1.999B. Other intangible assets comprised $203M of finite-lived and $30M of indefinite-lived assets. Net property and equipment growth included technology equipment rising to $47.023B from $20.903B; Q3 depreciation and amortization on property and equipment increased to $1.9B from $621M. Common shares outstanding rose from 502M at year-end to 554M.

Debt principal payments total $47.505B: $2.433B for the remainder of 2026, $10.974B in 2027, $5.479B in 2028, $4.727B in 2029, $4.247B in 2030 and $19.645B thereafter. The company added delayed-draw facilities, senior notes and convertible notes; certain major recourse facilities and notes carry effective rates generally ranging from 9% to 15%. It was in compliance with loan covenants at quarter-end. New facilities impose collateral, hedging, restricted-cash, amortization and covenant requirements. Total lease cost was $2.118B in 9M versus $746M. Operating leases had $32.954B of undiscounted payments ($18.697B present value); executed leases not yet commenced carry an estimated $47.4B of undiscounted payments, primarily for data centers, equipment and offices. Significant additional exposure includes a data-center lease with 453 MW of power still to be delivered and rent capped at $16.9B over 16 years.

Revenue visibility, customers and other exposures

Unsatisfied remaining performance obligations were $132.3B, with 36% expected within 24 months, 38% in months 25–48 and the remainder in months 49–86. Customer commitments, including capacity delivered before commitment start dates, represented 98% of revenue in both Q3 and 9M periods. However, $1.9B of beginning deferred revenue was reclassified to customer liabilities in Q3 after contracts became cancellable; customer liabilities reached $1.915B. Deferred revenue was $10.0B versus $8.2B at December 2025.

Customer concentration shifted: Customer A represented 24% of Q3 revenue (versus 67%) and 33% of 9M revenue (versus 70%); Customer B represented 30% and 26%, respectively, versus less than 10% in comparable 2025 periods. Customers A–D together represented 77% of receivables at quarter-end.

The company committed up to $1.9B to fund data-center development through unconsolidated VIEs, of which $859M was funded. Its New Jersey data-center JV ownership was 43%; the company recorded $77M of equity-method losses in 9M and has additional guarantee, lease-prepayment and potential construction-funding exposure. It also had $2.1B of future data-center construction commitments.

Equity, acquisition and dilution

The 2025 Weights & Biases acquisition had $1.029B purchase consideration, including $929M of stock and restricted awards, and added $793M of goodwill (not expected to be tax-deductible) and $208M of identifiable intangibles: $162M developed technology, $36M customer relationships and $10M trade name.

A January private placement issued approximately 23M shares at $87.20 for $2.0B gross proceeds; an April placement issued approximately 9M shares at $109.00 for $1.0B. The company had not used its September ATM authorization for up to 35M shares by quarter-end. Class B shares carry 10 votes each versus one vote per Class A share.

Stock-based compensation expense was $160M in Q3 versus $144M and $478M in 9M versus $473M. At quarter-end, 30M unvested RSUs had a weighted-average grant-date fair value of $73.63, with $1.8B of unrecognized RSU/RSA compensation expected over three years. An additional 158M potential shares were excluded from diluted EPS as anti-dilutive: 100M underlying convertible notes, 23M options, 31M RSUs and RSAs, and 4M warrants.

Business and operating performance

CoreWeave is an AI-focused cloud provider offering GPU infrastructure, networking, storage, orchestration, runtime acceleration, and model- and agent-development tools. Revenue is primarily generated through committed contracts. Rapid growth reflected demand from both new and existing customers, supported by an expanded data-center footprint; existing customers accounted for approximately 90% of the Q3 revenue increase and 92% of the 9M increase.

Consolidated results

Revenue grew 168% in Q3 and 134% in 9M. Despite that growth, cost of revenue rose to 32% of revenue in Q3 from 27%, and to 33% in 9M from 27%. Expansion and deployment drove significant increases in rent, utilities and power, and depreciation and amortization of power systems: approximately $488 million, $146 million, and $119 million, respectively, in Q3; and $1.0 billion, $345 million, and $259 million in 9M.

Technology and infrastructure expense was $2.025 billion in Q3 versus $747 million, and $4.805 billion in 9M versus $1.978 billion. It represented 55% of Q3 revenue in both periods and 58% of 9M revenue versus 56%. Depreciation and amortization on infrastructure placed in service was approximately $1.7 billion versus $605 million in Q3 and $4.1 billion versus $1.6 billion in 9M. Heavy investment in servers, networking, and platform infrastructure is driving growth but also weighing on margins.

The 9M increase in sales and marketing included approximately $44 million more personnel costs and $34 million more advertising and sponsorship. 9M stock-based compensation included $235 million in G&A and $182 million in technology and infrastructure.

Net interest expense increased substantially with higher borrowing and debt obligations. 9M other income included $108 million of net realized and unrealized gains on strategic investments, $69 million more interest and investment income, and approximately $34 million of favorable FX, partly offset by $77 million of equity-method investment losses. Q3 other income included a $25 million equity-method loss and $18 million of unfavorable FX, partly offset by $22 million more investment income. Tax provisions replaced prior-period tax benefits; the company primarily attributed the change to the 2025 OBBBA’s interest-deduction provisions and related valuation-allowance effects.

Cash flows, liquidity, and investment

The increase in operating cash flow was attributed mainly to the timing of customer receipts. Investing outflows principally reflect infrastructure investment; financing inflows were driven by debt and common-stock issuance, partly offset by greater debt principal repayments. Cash paid for property and equipment was about 3.8 times the prior-year amount, primarily for GPUs, servers, networking, and data-center infrastructure. CoreWeave expects investment in infrastructure and go-to-market capabilities to remain elevated and to increase relative to 2025.

The company reported a $4.7 billion accumulated deficit. Management said available liquidity was sufficient for obligations due or anticipated within one year, but future investment may require substantial additional financing. Expected funding sources include debt and equity issuance, delayed-draw facilities, OEM financing, cash, and potentially upfront customer payments; further equity issuance would dilute shareholders.

Debt, equity financing, and commitments

At September 30, 2026, $17.6 billion was outstanding under delayed-draw term loan facilities. These facilities are secured by assets underlying contributed contracts and pledged contractual cash flows, generally from investment-grade counterparties; they are drawn as infrastructure is built and amortize as contracted cash flows are generated.

Notes had $20.8 billion of aggregate outstanding principal: $2.0 billion of 2030 Senior Notes; $1.8 billion of 2031 9.00% Senior Notes; $2.8 billion of 2031 9.75% Senior Notes; $1.3 billion of 2032 9.625% Senior Notes; $2.3 billion of 2032 EUR Senior Notes; and convertible notes of $2.6 billion due 2031, $4.0 billion due 2032, and $4.2 billion due 2033. The stated coupons on several senior-note issues add to financing costs. The company also had $754 million of available capacity under its $2.5 billion revolving credit facility, as well as OEM and software-license-vendor financing arrangements.

In January 2026, CoreWeave privately placed approximately 23 million Class A shares with NVIDIA at $87.20 per share for $2.0 billion of gross proceeds. In April, it issued approximately 9 million shares at $109 per share for $1.0 billion of gross proceeds. A September ATM program authorized sales of up to 35 million shares; none were sold and no collared forward sale agreements were entered into during Q3 or 9M, leaving all 35 million shares available at September 30. Agent or forward-seller compensation may be up to 2.0% of gross sales price. Earlier funding included the March 2025 IPO of 37 million shares at $40 for $1.4 billion of net proceeds and an April 2025 partial over-allotment of approximately 2 million shares for $68 million of net proceeds.

Contractual obligations include debt principal and interest, recognized and uncommenced lease commitments, commitments involving unconsolidated variable-interest entities and joint ventures, and future data-center construction and infrastructure costs. Approximately $4 billion of other enforceable contractual commitments—primarily for technology equipment, enterprise software, and services—was outstanding. Management reported no material changes to critical accounting policies and estimates from the 2025 Form 10-K.

Market Risk

As of September 30, 2026, CoreWeave had $4.2B of cash, cash equivalents, and marketable securities available for working capital, in addition to $2.3B of restricted cash and cash equivalents, primarily bank deposits associated with its collateralized loan facility. The company does not invest for trading or speculative purposes.

• Interest rates: Floating-rate debt exposes CoreWeave to higher interest expense if rates rise. Based on floating-rate debt outstanding at September 30, a 100-basis-point increase or decrease in rates would change interest expense by approximately $41M for Q3 2026 and $123M for 9M 2026, respectively. Interest-rate swaps are intended to mitigate exposure on certain floating-rate debt.
• Foreign currency: International operating expenses are primarily denominated in British pounds, Canadian dollars, euros, and Swedish krona. Exchange-rate movements can affect reported U.S.-dollar revenue and operating results; remeasurement of foreign-currency assets and liabilities has caused, and may continue to cause, transaction gains or losses. Derivatives mitigate, but do not eliminate, this exposure.

At September 30, 2026, foreign-exchange forwards had $2.4B of notional value. An unfavorable 10% exchange-rate move was estimated to produce $236M of losses, expected to be offset by an inverse fair-value change in the underlying exposure. Cross-currency swaps had $2.3B of notional value; the same estimated adverse move was expected to produce $227M of losses, also expected to be offset by an inverse change in the underlying exposure.

Disclosure Controls and Internal Control Over Financial Reporting

As of September 30, 2026, the CEO and CFO concluded that disclosure controls and procedures were not effective at the reasonable-assurance level because previously reported material weaknesses in internal control over financial reporting remained unresolved. The weaknesses involved ineffective IT general controls over financial-reporting applications, inadequate segregation of duties, and insufficient qualified personnel in accounting, finance, and operations. Management stated that the weaknesses did not result in a material misstatement of the financial statements.

Management attributed the weaknesses to the company’s pre-IPO control environment and rapid business growth. Remediation efforts include implementing IT access and change-management controls; improving segregation-of-duties processes; establishing controls over significant accounts and disclosures, including reconciliations and journal entries; hiring experienced personnel; and engaging external consultants and technical accounting experts. Management reported progress under audit committee oversight, but cannot conclude remediation is complete until the controls have been implemented and tested as effective for a sufficient period; additional measures may be necessary. Apart from remediation actions, no changes during the quarter materially affected, or were reasonably likely to materially affect, internal control over financial reporting.

Business and financial context

Revenue grew approximately 164.3% year over year in Q3 and 130.6% in 9M, but CoreWeave cautions that growth may slow as the business matures and is not necessarily indicative of future performance. Its accumulated deficit was $4.7B at September 30, 2026. It expects expenses to increase as it invests in R&D, platform infrastructure, data centers, sales, and geographic and vertical expansion; profitability is not assured.

Customer concentration remains significant: in Q3 2026, the two largest customers contributed approximately 30% and 24% of revenue, versus one customer contributing approximately 67% in Q3 2025. The company expects concentration to persist. Committed take-or-pay contracts generated 98% of revenue in both quarters; active committed contracts had weighted-average prepayments of 15%–25% of total contract value as of December 31, 2025, 2024 and 2023. Major commitments include up to approximately $6.5B from OpenAI through May 31, 2031, up to approximately $21.0B from Meta through December 20, 2032 (including additional capacity and an exercised option), and approximately $6.0B from Jane Street, announced in April 2026. These contracts support growth but expose CoreWeave to customer demand, credit and performance risks while it bears the cost of capacity, leases and financing. Prepayments and credit monitoring mitigate but do not eliminate exposure; the company does not maintain credit insurance.

Capacity, suppliers and execution

Growth depends on securing large, reliable power supplies, GPUs and specialized data-center capacity. CoreWeave may commit to power, facilities and equipment before customer demand is confirmed. Grid constraints, outages, volatile energy prices, inflation, utility or landlord dependence, and limits of power-purchase agreements could raise costs or interrupt service. The company relies on leased or licensed third-party data centers and does not control those facilities; it cited delays announced in November 2025 in certain provider data-center deliveries. Long-term fixed-capacity leases may leave it paying for unused capacity or unable to meet demand. It is also beginning to develop data centers through joint ventures, including the Kenilworth, New Jersey campus, despite limited development experience.

CoreWeave does not manufacture its infrastructure and all GPUs currently deployed are NVIDIA GPUs. Three suppliers accounted for 60% of purchases in FY2025 (23%, 20% and 17%), down from 76% in FY2024 and 90% in FY2023, but reliance remains material. Purchases are generally made through individual orders without long-term capacity or price guarantees. Shortages, delays, price increases, export controls, tariffs, or China–Taiwan disruption could delay deployments and impair service or margins. The company has also previously lacked sufficient power for a customer project and provided service credits.

Execution risks include construction delays and overruns, permits, labor and equipment shortages, scaling operations and support, and replacing or redeploying older infrastructure. Service failures can trigger credits, refunds, delayed payment, contract termination and lost future revenue. AI adoption, customers’ compute needs, and the economics of new models remain uncertain; efficiency gains, open-weight models, edge computing or customers’ own infrastructure could reduce demand. Competition from larger cloud providers and other AI infrastructure vendors may pressure pricing and margins, particularly through bundling or price concessions.

Leverage, liquidity and financing

For 9M 2026, debt-service cash flows were approximately $9.1B, including $7.6B of principal and $1.6B of interest (including $220M of capitalized interest). Operating cash flow was $5.6B and included $1.3B of interest paid, net of capitalized amounts. Most Credit Facility debt is floating-rate and largely unhedged. Debt agreements restrict borrowing, acquisitions, investments, distributions and other actions; covenant breaches could accelerate repayment, terminate commitments or permit collateral foreclosure. Financing constraints could force CoreWeave to delay investment, sell assets or refinance on more costly terms. In October 2026, its Class A shares and certain notes declined and note yields rose amid financing concerns, negative publicity and broader market conditions, illustrating sensitivity to financing sentiment.

Other material risks

Cyberattacks, third-party vulnerabilities and service disruptions could expose data, interrupt operations, and lead to investigations, litigation and remediation costs; prior security incidents had not materially affected operations or results. Evolving privacy, AI, export-control, sanctions and environmental rules may raise compliance costs or constrain sales and expansion. In July 2026, New York paused for up to one year discretionary environmental permits for new or expanded data centers consuming or able to consume at least 50 MW; similar restrictions, energy and water limits, or community opposition could delay capacity. Suppliers’ reliance on Taiwan-sourced semiconductors creates geopolitical exposure.

Material weaknesses identified in FY2024 financial-reporting controls remained at September 30, 2026, involving IT controls, segregation of duties and qualified staffing. Remediation was ongoing, with testing expected through the remainder of 2026; the company had not evaluated internal control over financial reporting and might not remediate the weaknesses before its FY2026 Form 10-K. A purported securities class action and derivative actions also create potential legal costs and management distraction.

Since its March 2025 IPO, Class A shares ranged from $35.42 to $183.58. A September 2026 at-the-market program permits sales of up to 35 million Class A shares, alongside other potential issuance or resale sources, creating dilution and share-price overhang. The co-founders held all outstanding Class B shares at September 30, 2026; each carries 10 votes versus one vote per Class A share, concentrating voting control. CoreWeave authorized 200.0M Class C shares, with no current issuance plans.

Executive compensation

On November 9, 2026, the Compensation Committee amended and restated the senior executive change-in-control and severance plan covering the CEO, CFO and other named executive officers. It added a pro-rated annual bonus at target for qualifying terminations—termination without cause or resignation for good reason—subject to a release and other conditions. The bonus applies to qualifying terminations outside a change in control and to those occurring within three months before or 12 months after a change in control. Other benefits and payments were unchanged.

Rule 10b5-1 trading plans

The disclosed plans concern potential executive and related-party sales of shares, not company share issuance. They are intended to satisfy the affirmative-defense conditions of Rule 10b5-1(c).

• Brannin McBee: A May 11 plan covering up to 3.0 million Class A shares, including shares issuable upon conversion of Class B shares, was terminated on August 13, 2026; its share limit was subject to reductions for sales under his earlier plan. A replacement plan adopted August 13 covers up to 2.0 million Class A shares, including shares issuable upon conversion of Class B shares held by McBee, related trusts and family members. Sales are subject to specified price thresholds and are estimated to run from November 19, 2026, through May 31, 2027, or end earlier upon completion or specified events.
• Michael Intrator, CEO and Board Chair: His August 14, 2026 plan covers potential sales of Class A shares issuable upon conversion of Class B shares, with estimated gross proceeds of up to $325 million from his direct holdings and $175 million from Omnadora Capital LLC holdings, or $500 million combined. Sales are subject to specified price thresholds and are estimated to run from November 14, 2026, through March 31, 2027, or end earlier upon completion or specified events.
• Sachin Jain, COO: His September 3, 2026 plan covers potential sales of up to 130,000 Class A shares, including 9,575 shares held directly at adoption and shares from future RSU vesting and settlement. RSU-related sales depend on future vesting, are net of shares withheld or sold for taxes, and are subject to sale limits. The plan is estimated to run from December 16, 2026, through December 15, 2027, or end earlier upon completion or specified events.