The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to our historical results of operations and financial position, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results to be expected for any period in the future, and results for any interim period should not be construed as an inference of what our results would be for any full year or future period. Overview CoreWeave is The Essential Cloud for AITM purpose-built to accelerate breakthroughs by artificial intelligence ("AI") pioneers, from leading research labs to enterprises fueling business growth. We deliver a comprehensive, tightly integrated platform of advanced infrastructure and proprietary software that enables our customers to build and run AI systems continuously, reliably, and at scale. CoreWeave is trusted by some of the world's leading AI labs and enterprises. Our CoreWeave Cloud Platform includes: •Networking Backbone. Our network backbone supports the bandwidth and connectivity that our customers need to move large-scale distributed AI workloads. •Foundational Infrastructure. Our purpose-built foundational infrastructure maximizes performance with first-to-market Graphics Processing Unit ("GPU") clusters, ultra-high density, and high-speed interconnects, supporting complex AI workloads while improving efficiency and lowering total cost of ownership. •Data and Storage. CoreWeave's purpose-built storage combines exascale, AI-optimized object and file storage with GPU-local caching and Local Tier Acceleration (LOTA®) to deliver high-throughput data access, cross-cloud reach, and predictable economics for training and inference. •Infrastructure Control. Our integrated AI-native orchestration and bare-metal control deliver the reliability, flexibility, and efficiency required to run complex AI workloads at scale, and matched with the right AI services. •CoreWeave Mission Control®. CoreWeave Mission Control integrates security, observability, and services—including node, rack, and fleet lifecycle management—to enable intelligent, unified orchestration from foundational infrastructure to agent development. •Runtime Acceleration. CoreWeave delivers platform services that accelerate training and inference by reducing startup latency, improving throughput, and increasing utilization at runtime—removing friction across scheduling, environment readiness, and execution so jobs reach steady-state performance faster and run more efficiently at scale. •Model and Agent Development. CoreWeave provides the developer tools and integrations teams use to build, evaluate, deploy, and monitor models and agents, with experiment tracking, governance and guardrails, and workflow integrations that speed iteration from prototype to production. Components of Results of Operations Revenue We generate revenue by providing our customers with access to cloud computing services, including compute enabled by our software and infrastructure optimized for AI and high-performance computing. Our customers purchase access to our CoreWeave Cloud Platform services through either committed contracts or on an on-demand basis. Our revenue primarily comes from committed contracts. Cost of Revenue Cost of revenue primarily consists of direct costs for data centers, including costs associated with our facilities, such as rent, utilities including power, and depreciation and amortization, including depreciation of power installation and 41 Table of Contents distribution systems, and personnel costs for employees involved in data center operations and customer success, including salaries, bonuses, benefits, stock-based compensation expense, and other related expenses. We expect our cost of revenue to increase in absolute dollar terms as we continue to grow our platform and expand our customer base. However, we anticipate that cost of revenue may fluctuate as a percentage of revenue in the future due to the timing of when data centers go live, including any delays in the availability of data centers that we lease or own, and when we achieve economies of scale and operational efficiencies. Technology and Infrastructure Technology and infrastructure expense consists of costs associated with our infrastructure, such as depreciation and amortization related to our servers, switches, networking equipment and internally developed software, personnel costs for employees associated with research and development of new and existing products and services or with maintaining our computing infrastructure, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, and costs related to software subscriptions. We expect our technology and infrastructure expense to increase in absolute dollars as we continue to focus on growth and innovation. However, we anticipate technology and infrastructure expense may fluctuate as a percentage of revenue in the future due to the timing of when we achieve economies of scale and operational efficiencies, including through software innovation. Sales and Marketing Sales and marketing expense consists of personnel costs associated with selling and marketing our CoreWeave Cloud Platform, such as salaries, stock-based compensation expense, commissions, bonuses, and other related expenses, advertising costs associated with marketing programs, and third-party professional services costs. We expect our sales and marketing expense to fluctuate as we expand our go-to-market capabilities, grow our brand and diversify our customer footprint. General and Administrative General and administrative expense consists of costs associated with corporate functions including our finance, legal, human resources, information technology ("IT"), and facilities. These costs include personnel costs, such as salaries, bonuses, benefits, stock-based compensation expense, and other related expenses, third-party professional services costs, such as legal, accounting, and audit services, and costs related to software subscriptions. We expect to continue incurring additional expenses as a result of projected future growth, including expenses to support the overall growth trajectory of the business including our international expansion, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and professional services. Interest Expense, Net Interest expense, net consists of contractual and imputed interest associated with our finance leases and revenue agreements with significant financing components, the amortization of debt discounts and issuance costs, and the accretion of redemption premiums associated with our debt obligations. Interest expense, net is reflected net of capitalized interest. Other Income (Expense), Net Other income (expense), net consists of gains (losses) on strategic investments and other non-operating gains and losses, interest and investment income, foreign currency exchange gains (losses), and gains (losses) on extinguishment of debt. Provision for Income Taxes The provision for income taxes consists primarily of income taxes in certain U.S. federal, state, local and foreign jurisdictions in which we conduct business, net of any valuation allowance. Foreign jurisdictions typically have different statutory tax rates from those in the United States. Accordingly, our effective tax rate might fluctuate significantly in the future due to changes in the mix of income and losses in jurisdictions with a wide range of tax rates, the effect of 42 Table of Contents acquisitions, changes resulting from the amount of recorded valuation allowance, permanent differences between U.S. generally accepted accounting principles, certain one-time items, and local tax laws, and changes in tax contingencies. Results of Operations The following table sets forth our condensed consolidated statements of operations and comprehensive loss data for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Revenue $ 2,575 $ 1,212 $ 4,653 $ 2,194 Operating expenses: Cost of revenue(1) 879 313 1,595 575 Technology and infrastructure(1) 1,507 670 2,780 1,231 Sales and marketing(1) 60 36 129 47 General and administrative(1) 178 174 342 349 Total operating expenses 2,624 1,193 4,846 2,202 Operating loss (49) 19 (193) (8) Gain (loss) on fair value adjustments — — — 27 Interest expense, net (640) (267) (1,176) (531) Other income (expense), net 125 6 149 1 Loss before income taxes (564) (242) (1,220) (511) Provision for income taxes 62 48 146 94 Net loss $ (626) $ (290) $ (1,366) $ (605) _____________ (1)Includes stock-based compensation as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (dollars in millions) Cost of revenue $ 9 $ 3 $ 18 $ 5 Technology and infrastructure 60 48 115 102 Sales and marketing 12 8 25 11 General and administrative 84 86 160 211 Total $ 165 $ 145 $ 318 $ 329 Comparison of the Three and Six Months Ended June 30, 2026 and 2025 Revenue Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) Revenue $ 2,575 $ 1,212 $ 1,363 112 % $ 4,653 $ 2,194 $ 2,459 112 % Revenue for the three months ended June 30, 2026 increased by $1.4 billion, or 112%, compared to the three months ended June 30, 2025. Revenue for the six months ended June 30, 2026 increased by $2.5 billion, or 112%, compared to the six months ended June 30, 2025. This substantial growth was related to increased demand from both existing and new customer contracts and our fulfillment of that demand through our expanded data center footprint. Approximately 93% of the revenue increase in both the three and six months ended June 30, 2026 was attributable to expansion within our existing customer base, with the remainder attributable to new customers. 43 Table of Contents Cost of Revenue Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) Cost of revenue $ 879 $ 313 $ 566 181 % $ 1,595 $ 575 $ 1,020 177 % Percentage of revenue 34 % 26 % 34 % 26 % Cost of revenue for the three months ended June 30, 2026 increased by $566 million, or 181%, compared to the three months ended June 30, 2025. This increase was primarily attributable to the expansion of existing data centers and the significant increase in the deployment of new data centers, which resulted in an increase in rent expense of approximately $335 million, and an increase in data center utilities and power spend of approximately $87 million. The increase is also attributable to an increase in depreciation and amortization related to power installation and distribution systems of approximately $79 million. Cost of revenue for the six months ended June 30, 2026 increased by $1.0 billion, or 177%, compared to the six months ended June 30, 2025. This increase was primarily attributable to the expansion of existing data centers and the significant increase in the deployment of new data centers, which resulted in an increase in rent expense of approximately $685 million. The increase is also attributable to an increase in depreciation and amortization related to power installation and distribution systems of approximately $139 million. Technology and Infrastructure Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) Technology and infrastructure $ 1,507 $ 670 $ 837 125 % $ 2,780 $ 1,231 $ 1,549 126 % Percentage of revenue 59 % 55 % 60 % 56 % Technology and infrastructure expense for the three months ended June 30, 2026 increased by $837 million, or 125%, compared to the three months ended June 30, 2025. This increase was primarily attributable to an increase in depreciation and amortization of approximately $752 million, from $537 million for the three months ended June 30, 2025, to approximately $1.3 billion for the three months ended June 30, 2026. These increases in depreciation and amortization were related to investments in our platform and servers, switches, and other networking equipment fixed assets within our infrastructure that were placed in service. Technology and infrastructure expense for the six months ended June 30, 2026 increased by $1.5 billion, or 126%, compared to the six months ended June 30, 2025. This increase was primarily attributable to an increase in depreciation and amortization of approximately $1.4 billion, from $967 million for the six months ended June 30, 2025, to approximately $2.4 billion for the six months ended June 30, 2026. These increases in depreciation and amortization were related to investments in our platform and servers, switches, and other networking equipment fixed assets within our infrastructure that were placed in service. Sales and Marketing Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) Sales and marketing $ 60 $ 36 $ 24 67 % $ 129 $ 47 $ 82 174 % Percentage of revenue 2 % 3 % 3 % 2 % 44 Table of Contents Sales and marketing expense for the three months ended June 30, 2026 increased by $24 million, or 67%, compared to the three months ended June 30, 2025. This increase was primarily attributable to an increase of approximately $12 million in personnel costs, including stock-based compensation. Sales and marketing expense for the six months ended June 30, 2026 increased by $82 million, or 174%, compared to the six months ended June 30, 2025. This increase was primarily attributable to an increase of approximately $38 million in personnel costs, including stock-based compensation, and an increase of $30 million of advertising and sponsorship expenses. General and Administrative Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) General and administrative $ 178 $ 174 $ 4 2 % $ 342 $ 349 $ (7) (2 %) Percentage of revenue 7 % 14 % 7 % 16 % General and administrative expense for the three months ended June 30, 2026 increased by $4 million, or 2%, compared to the three months ended June 30, 2025. This increase was primarily attributable to an increase of approximately $14 million in personnel costs, including stock-based compensation. General and administrative expense for the six months ended June 30, 2026 decreased by $7 million, or 2%, compared to the six months ended June 30, 2025. This decrease was primarily attributable to a decrease of approximately $12 million in personnel costs, including stock-based compensation, primarily related to RSUs with a performance condition that was satisfied upon our IPO in the six months ended June 30, 2025. Interest Expense, Net Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) Interest expense, net $ (640) $ (267) $ (373) 140 % $ (1,176) $ (531) $ (645) 121 % Interest expense, net for the three months ended June 30, 2026 increased by $373 million, or 140%, compared to the three months ended June 30, 2025. Interest expense, net for the six months ended June 30, 2026 increased by $645 million, or 121%, compared to the six months ended June 30, 2025. These increases were primarily attributable to increased borrowing levels and total debt obligations. Other Income (Expense), Net Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) Other income (expense), net $ 125 $ 6 $ 119 NM $ 149 $ 1 $ 148 NM NM - Not meaningful. Other income (expense), net for the three months ended June 30, 2026 changed favorably by $119 million compared to the three months ended June 30, 2025. This change was primarily attributable to net unrealized gains on fair value adjustments related to our strategic investments of $109 million and favorable foreign exchange gains of approximately $34 million, partially offset by a loss of approximately $38 million on an equity method investment reflecting our allocated share of losses on the investments in our unconsolidated joint venture. Other income (expense), net for the six months ended June 30, 2026 changed favorably by $148 million compared to the six months ended June 30, 2025. This change was primarily attributable to net unrealized gains on fair value 45 Table of Contents adjustments related to our strategic investments of $111 million, favorable foreign exchange gains of approximately $52 million, and an increase of interest and investment income of $46 million, partially offset by a loss of approximately $51 million on an equity method investment reflecting our allocated share of losses on the investments in our unconsolidated joint venture. Provision for Income Taxes Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % Change 2026 2025 Change % Change (dollars in millions) Provision for income taxes $ 62 $ 48 $ 14 29 % 146 94 $ 52 55 % Effective tax rate (11) % (20) % (12) % (18) % Provision for income taxes for the three months ended June 30, 2026 changed by $14 million, or 29%, compared to the three months ended June 30, 2025. This change was primarily due to a nonrecurring item from 2025. Provision for income taxes for the six months ended June 30, 2026 changed by $52 million, or 55%, compared to the six months ended June 30, 2025. This change was primarily due to an increase in losses before income taxes and the inability to record a tax benefit from deferred tax assets generated. Liquidity and Capital Resources Our operations have been financed primarily through net proceeds from sales of our equity securities, including in our IPO, and from borrowings pursuant to our Credit Facilities and the issuances of debt securities. The following table summarizes our principal sources of liquidity for the periods presented (in millions): June 30, 2026 December 31, 2025 Cash and cash equivalents $ 5,524 $ 3,127 Marketable securities 15 34 Availability under existing facilities(1) 10,014 3,701 Total liquidity $ 15,553 $ 6,862 ____________ (1)Refers to secured commitments under the revolving credit facility and delayed draw term loan agreements. We have generated significant losses from operations, as reflected in our accumulated deficit of $4.0 billion as of June 30, 2026. Additionally, we have generated significant negative cash flows from investing activities as we continue to support the growth of our CoreWeave Cloud Platform. We anticipate making significant investments for the foreseeable future, including in our infrastructure and go-to-market capabilities, to maintain our leadership and position us to continue to capitalize on the AI revolution. We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under our various debt agreements, will be sufficient to meet our obligations due or anticipated to be due within one year from the date of this Quarterly Report on Form 10-Q, including operating expenses, working capital, and current commitments for capital expenditures. Our future capital requirements may depend on many factors, including those set forth in the section of this Quarterly Report on Form 10-Q entitled "Risk Factors." We anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders. Cash Flows Six Months Ended June 30, 2026 2025 (in millions) Net cash provided by (used in) operating activities $ 3,663 $ (190) Net cash used in investing activities (14,874) (3,875) Net cash provided by financing activities 13,985 4,084 46 Table of Contents Operating Activities Net cash provided by operating activities was $3.7 billion for the six months ended June 30, 2026, as compared to net cash used in operating activities of $190 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in cash received from customers and timing of payments for operating expenses. Investing Activities Net cash used in investing activities was $14.9 billion for the six months ended June 30, 2026, as compared to $3.9 billion for the six months ended June 30, 2025. The increase was driven by higher capital investments in our infrastructure, including our GPU fleet, networking equipment, servers, switches and other necessary equipment for infrastructure asset compared to the six months ended June 30, 2025. Financing Activities Net cash provided by financing activities was $14.0 billion for the six months ended June 30, 2026, as compared to $4.1 billion for the six months ended June 30, 2025. The increase was driven by the issuance of debt and common stock. The increase was partially offset by higher payments on debt. Capital Investments Our capital investments in property and equipment consist primarily of technology and infrastructure, which consist of our investments in servers and network equipment for computing, storage, and networking requirements that collectively enable the development and deployment of AI models. We fund these capital investments through a mix of debt and equity securities issuances, delayed draw term loan facilities, OEM financing arrangements, and cash from our balance sheet. We expect capital investments will continue to be financed through a similar mix of debt and equity securities issuances, delayed draw term loan facilities, OEM financing arrangements, and cash from our balance sheet. During the six months ended June 30, 2026 and 2025, cash paid for property and equipment was $14.1 billion and $3.9 billion, respectively. We expect to increase, relative to 2025, our investment in our technology and infrastructure, including servers, network equipment, and data center related expenses, to support the growth of our business and our long-term initiatives. Contractual Obligations Our significant contractual obligations as of June 30, 2026 consisted of: •our Notes and other borrowings that are included in our condensed consolidated balance sheet and the related periodic interest payments; •lease liabilities that are included in our condensed consolidated balance sheet; •lease commitments that have not yet commenced and commitments related to our unconsolidated variable interest entities and joint ventures, which were not included in our condensed consolidated balance sheet; and •other contractual commitments associated with agreements that are enforceable and legally binding, such as routine commitments for the purchase of goods or services entered into in the ordinary course of business including the purchase of technology equipment and enterprise software and service arrangements. Refer to Note 3—Investments and Fair Value Measurements, Note 8—Leases, Note 9—Commitments and Contingencies, and Note 10—Debt to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information. Equity Financing In March 2025, we completed our IPO, in which we issued and sold 37 million shares of our Class A common stock at a public offering price of $40.00 per share, which resulted in net proceeds of $1.4 billion after deducting the underwriting discounts and commissions. In April 2025, the underwriters exercised a portion of their over-allotment option 47 Table of Contents and purchased from us an additional approximately 2 million shares of our Class A common stock at the public offering price, which resulted in net proceeds to us of $68 million after deducting the underwriting discounts and commissions. In January 2026, we entered into a securities purchase agreement with NVIDIA Corporation for a private placement of approximately 23 million shares of our Class A common stock at a purchase price of $87.20 per share, for aggregate gross proceeds of $2.0 billion. The par value of the shares issued was recorded to Class A common stock, with the remainder recorded to additional paid-in capital. In April 2026, we issued approximately 9 million shares of our Class A common stock in a private placement at a price of $109.00 per share, for aggregate gross proceeds of $1.0 billion. The par value of the shares issued was recorded to Class A common stock, with the remainder recorded to additional paid-in capital. Debt Financing As of June 30, 2026, we had $13.6 billion outstanding under our delayed draw term loan facilities. These delayed draw term loan facilities are collateralized with the assets underlying the contributed contracts and the pledged contractual cash flows, generally from investment grade counterparties. They are drawn as we build infrastructure to support customer requirements, and amortize over time as contracted cash flows are generated in a regular and predictable manner, with excess cash made available to us. As of June 30, 2026, we had $16.6 billion aggregate outstanding principal amount of Notes composed of the following: •$2.0 billion aggregate principal amount of 2030 Senior Notes; •$1.8 billion aggregate principal amount of 2031 9.00% Senior Notes; •$2.8 billion aggregate principal amount of 2031 9.75% Senior Notes; •$1.3 billion aggregate principal amount of 2032 9.625% Senior Notes; •$2.3 billion aggregate principal amount of 2032 EUR Senior Notes; •$2.6 billion aggregate principal amount of 2031 Convertible Senior Notes; •$4.0 billion aggregate principal amount of 2032 Convertible Senior Notes. We have also entered into various agreements with original equipment manufacturers and a software license vendor (the "OEM and Software License Financing Arrangements"), pursuant to which we obtained financing for certain equipment and software license. Additionally, we had $2.0 billion of available capacity under our $2.5 billion Revolving Credit Facility as of June 30, 2026. Refer to Note 10—Debt to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q for additional information about our debt. Critical Accounting Estimates Management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for 48 Table of Contents the year ended December 31, 2025. For additional information about our critical accounting estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2025. Recent Accounting Pronouncements See the section titled "Recent Accounting Pronouncements Not Yet Adopted" in Note 1—Overview and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.