{"url_path":"/sec/crwv/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1769628/0001769628-26-000236-index.html","accession_number":"0001769628-26-000236","cik":"0001769628","ticker":"CRWV","issuer_name":"CoreWeave, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1769628/0001769628-26-000236-index.html","primary_entity_key":"0001769628","primary_entity_name":"CoreWeave, Inc."},"word_count":609,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn May 15, 2026, CoreWeave Financing DDTL V, LLC (the “Borrower”), a Delaware limited liability company and an indirect subsidiary of CoreWeave, Inc., a Delaware corporation (the “Parent”), entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent, U.S. Bank Trust Company, National Association as collateral agent, U.S. Bank National Association, as depository bank, MUFG Bank, Ltd. and Morgan Stanley Senior Funding, Inc. as coordinating lead arrangers and joint bookrunners, and the lenders party thereto, providing for a $3.1 billion delayed draw term loan facility (the “DDTL 5.0 Facility”). The DDTL 5.0 Facility was entered into primarily to finance capital expenditures required to perform certain customer contracts, including the acquisition of GPU servers and related infrastructure.\n\nAvailability and Maturity\n\nThe DDTL 5.0 Facility provides for delayed draw term loans available in one or more draws until the commitment termination date in September 2026. The maturity date of the DDTL 5.0 Facility is November 15, 2031.\n\nInterest Rate and Fees\n\nAmounts borrowed under the DDTL 5.0 Facility are subject to an interest rate per annum equal to (i) for SOFR loans, daily compounded SOFR (subject to a 0.00% floor) plus an applicable margin of 4.50% per annum, and (ii) for base rate loans, the base rate (determined by reference to the highest of (A) the prime rate, (B) the federal funds effective rate plus 0.50% and (C) daily simple SOFR plus 1.00%) (subject to a 0.00% floor), plus an applicable margin of 3.50% per annum. The DDTL 5.0 Facility provides for payment of, among others, undrawn fees in an amount equal to 0.50% per annum on the average daily undrawn portion of the DDTL 5.0 Facility, which undrawn fees are payable monthly in arrears.\n\nGuarantees and Security\n\nAll obligations under the DDTL 5.0 Facility are unconditionally guaranteed by the Parent pursuant to a parent guarantee and pledge agreement, dated as of May 15, 2026, by and among the Parent, CW Financing DDTL V Holdco, LLC, a Delaware limited liability company, and U.S. Bank Trust Company, National Association (the “Parent Guarantee and Pledge Agreement”), and all obligations under the DDTL 5.0 Facility are also unconditionally guaranteed by the subsidiaries of the Borrower pursuant to a collateral agreement. All obligations under the DDTL 5.0 Facility are secured by substantially all assets of the Borrower and its subsidiaries and a pledge of 100% of the equity interests in the Borrower held by CW Financing DDTL V Holdco, LLC.\n\nCovenants\n\nThe Borrower is required to comply with the following financial covenants, among others described in the Credit Agreement:\n\nDebt Service Coverage Ratio. Beginning the first full calendar month after the earlier to occur of (a) the date on which the commitments are reduced to zero and (b) September 30, 2026, the Borrower is required to maintain a debt service coverage ratio of at least 1.35x.\n\nCertain Other Covenants and Events of Default. The DDTL 5.0 Facility contains a number of other customary negative covenants, and the Credit Agreement contains customary events of default, including payment defaults, failure to perform or observe covenants, cross-defaults with certain other indebtedness, a change of control, and certain bankruptcy events. The Credit Agreement also contains events of default related to certain adverse events with respect to certain material contracts.\n\nThe foregoing summary of the DDTL 5.0 Facility does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Credit Agreement and the Parent Guarantee and Pledge Agreement, which are filed as Exhibits 10.1 and 10.2 hereto respectively, and incorporated by reference into this Item 1.01."}