You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Core Scientific, Inc., a Delaware corporation (“Core Scientific”), to be held virtually via live webcast on [ ] beginning at [ ], Eastern Time (unless the Special Meeting is adjourned or postponed). Core Scientific stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/CORZ2025SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement/prospectus to “present” or “presence” will mean virtually present at the Special Meeting, and to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting through virtual means.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of July 7, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Core Scientific, CoreWeave, Inc., a Delaware corporation (“CoreWeave”) and Miami Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of CoreWeave (“Merger Sub”) pursuant to which and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Core Scientific (the “Merger”), with Core Scientific continuing as the surviving company in the Merger and as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”) and (b) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Core Scientific’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”).

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time, by virtue of the Merger, each share of Core Scientific common stock, par value $0.00001 per share (“Core Scientific common stock”) (other than each share of Core Scientific common stock held in treasury or held or owned by Core Scientific, CoreWeave or Merger Sub immediately prior to the effective time (collectively, the “excluded shares”)), outstanding immediately prior to the effective time will be cancelled and converted into the right to receive 0.1235 fully paid and non-assessable shares of Class A common stock of CoreWeave, par value $0.000005 per share (“CoreWeave common stock”) (such number of shares, the “exchange ratio,” and such consideration, the “Share Consideration”). No fractional shares of CoreWeave common stock will be delivered to any holder of shares of Core Scientific common stock upon completion of the Merger. Instead, all fractional shares of CoreWeave common stock that a holder of shares of Core Scientific common stock would otherwise be entitled to receive as a result of the Merger will be aggregated and, if a fractional share results from such aggregation, such holder will be entitled to receive the cash proceeds from the sale of such fractional share by the exchange agent in the Merger (“the exchange agent”) for the account of such holder, without interest and subject to any applicable withholding taxes (together with the Share Consideration, the “Merger Consideration”), in accordance with the Merger Agreement.

Core Scientific’s board of directors (the “Core Scientific board”) has unanimously approved the Merger Agreement and recommends that Core Scientific’s stockholders vote in favor of adopting the Merger Agreement.

Based on CoreWeave’s closing stock price on [ ], 2025, the most recent practicable date for which such information was available, the Merger Consideration represented approximately $[ ] in implied value per share of Core Scientific common stock, which represents a premium of approximately [ ]% over the closing price of the Core Scientific common stock on June 25, 2025, the last trading day prior to media reports that Core Scientific and CoreWeave were in merger discussions. The value of the Merger Consideration to be received in exchange for each share of Core Scientific common stock will fluctuate with the market value of CoreWeave common stock until the Merger is complete. Core Scientific common stock is listed on The Nasdaq Global Select Market (the “Nasdaq”) under the symbol “CORZ”. CoreWeave common stock is listed on the Nasdaq under the symbol “CRWV”.

Core Scientific and CoreWeave cannot complete the Merger without adoption of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of Core Scientific common stock as of the Core Scientific record date and entitled to vote thereon. The failure by a Core Scientific stockholder to submit a vote and any abstention by a Core Scientific stockholder from voting will

have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your

The Core Scientific board has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and conditions set forth in the Merger Agreement, are fair to and in the best interests of Core Scientific and its stockholders, (ii) approved and deemed advisable the execution and delivery of the Merger Agreement, the performance by Core Scientific of its covenants and agreements contained in the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger and (iii) directed that the adoption of the Merger Agreement be submitted to a vote of Core Scientific stockholders and resolved to recommend that Core Scientific stockholders approve the Merger and adopt the Merger Agreement. The Core Scientific board unanimously recommends that Core Scientific stockholders vote “FOR” the proposal to adopt the Merger Agreement and “FOR” the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Core Scientific’s named executive officers that is based on or otherwise related to the Merger.

Your vote is very important regardless of the number of shares of Core Scientific common stock that you own.

Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi (collectively, “Two Seas”), have filed a definitive proxy statement in connection with the Special Meeting. We recommend that Core Scientific stockholders disregard any proxy card sent to them by or on behalf of any person other than Core Scientific, including any gold proxy card and solicitation materials that may be sent by or on behalf of Two Seas, which is soliciting proxies to vote against the Merger Agreement Proposal and Advisory Compensation Proposal. If you have submitted such a proxy card (including a gold proxy card), we ask that you subsequently recast your vote as instructed on the WHITE proxy card mailed to you by Core Scientific, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted and such proxy will be counted only if it has been received 11:59 p.m., Eastern Time on [ ].

Whether or not you plan to attend the Special Meeting virtually, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically in person.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [ ], 2025, and is first being mailed to stockholders of Core Scientific on or about [ ], 2025.

You are hereby notified that a Special Meeting of Stockholders of Core Scientific, Inc., a Delaware corporation (“Core Scientific”), will be held virtually at www.virtualshareholdermeeting.com/CORZ2025SM at [ ], Eastern Time on [ ] (unless the Special Meeting is adjourned or postponed) for the following purposes:

Core Scientific will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof by or at the direction of the Core Scientific board of directors (the “Core Scientific board”). Please refer to the proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the Special Meeting.

Only stockholders of record as of [ ], 2025 are entitled to notice of, and to vote at, the Special Meeting. The Special Meeting will be a virtual only meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/CORZ2025SM starting at [ ], Eastern Time (with log-in beginning at [ ], Eastern Time) on [ ]. You will be able to attend the Special Meeting and vote your shares electronically during the meeting by going to www.virtualshareholdermeeting.com/CORZ2025SM and entering the 16-digit control number included on the proxy card or voting instruction form that you received. Because the Special Meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person. Participating stockholders who log on to the meeting using his, her or its unique 16-digit control number will also be able to examine the stockholder list during the Special Meeting by following the instructions provided on the meeting website. A list of stockholders of record will be available for inspection at our corporate headquarters located at 701 Brickell Ave, Suite 2500, Miami, FL 33131 during ordinary business hours during the 10-day period before the Special Meeting.

Stockholders attending the Special Meeting will be in a listen-only mode and will not be able to speak during the webcast. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting. Please give yourself sufficient time to log in and ensure you can hear the streaming audio before the meeting starts.

Completion of the Merger is conditioned on adoption of the Merger Agreement by the Core Scientific stockholders, which requires the affirmative vote of holders of a majority of the issued and outstanding shares of Core Scientific common stock entitled to vote thereon. Completion of the Merger is not conditioned on approval of the Advisory Compensation Proposal.

The Core Scientific board has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and conditions set forth in the Merger Agreement, are fair to and in the best interests of Core Scientific and its stockholders, (ii) approved and deemed advisable the execution and delivery of the Merger Agreement, the performance by Core Scientific of its covenants

and agreements contained in the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger and (iii) directed that the adoption of the Merger Agreement be submitted to a vote of Core Scientific stockholders and resolved to recommend that Core Scientific stockholders approve the Merger and adopt the Merger Agreement. The Core Scientific board unanimously recommends that Core Scientific stockholders vote “FOR” the Merger Agreement Proposal and “FOR” the Advisory Compensation Proposal.

Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi (collectively, “Two Seas”), have filed a definitive proxy statement in connection with the Special Meeting. We recommend that Core Scientific stockholders disregard any proxy card sent to them by or on behalf of any person other than Core Scientific, including any gold proxy card and solicitation materials that may be sent by or on behalf of Two Seas, which is soliciting proxies to vote against the Merger Agreement Proposal and Advisory Compensation Proposal. If you have submitted such a proxy card (including a gold proxy card), we ask that you subsequently recast your vote as instructed on the WHITE proxy card mailed to you by Core Scientific, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted and such proxy will be counted only if it has been received 11:59 p.m., Eastern Time on [ ].

Your vote is very important regardless of the number of shares of Core Scientific common stock that you own. The Merger cannot be completed without adoption of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of Core Scientific common stock as of the Core Scientific record date and entitled to vote thereon. The failure by a Core Scientific stockholder to submit a vote and any abstention by a Core Scientific stockholder from voting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

If you plan to attend the Special Meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the Special Meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Core Scientific common stock may vote virtually at the Special Meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the Merger and the Merger Agreement and the other matters to be considered at the Special Meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 28.

If you have any questions concerning the Merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of Core Scientific common stock, please contact Core Scientific’s proxy solicitor:

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about Core Scientific from documents that are not included in or delivered with the accompanying proxy statement/prospectus. You can obtain the documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents), without charge, by requesting them in writing or by telephone from Core Scientific at the following address and telephone number, or through the United States Securities and Exchange Commission (the “SEC”) website at www.sec.gov:

In addition, if you have any questions concerning the Merger Agreement or the Merger or the other transactions contemplated by the Merger Agreement, or the accompanying proxy statement/prospectus, or if you would like additional copies of this proxy statement/prospectus or documents incorporated by reference herein, or if you need help voting your shares of Core Scientific common stock, please contact Core Scientific’s proxy solicitor:

See the section titled “Where You Can Find More Information” beginning on page 317 of the accompanying proxy statement/prospectus for further information. The contents of the websites of Core Scientific and CoreWeave are not being incorporated into this proxy statement/prospectus. The information about how you can obtain certain documents that are being incorporated by reference into the accompanying proxy statement/prospectus at these websites is being provided only for your convenience.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by CoreWeave, constitutes a prospectus of CoreWeave under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of CoreWeave common stock and CoreWeave warrants (including shares of common stock underlying such warrants) to be issued to Core Scientific stockholders and warrant holders in the Merger in accordance with the Merger Agreement. This proxy statement/prospectus also constitutes a proxy statement of Core Scientific under Section 14(a) the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This proxy statement/prospectus also constitutes a notice of meeting with respect to the Core Scientific Special Meeting.

Except where the context otherwise indicates, information provided in, or incorporated by reference into, this document regarding Core Scientific has been provided by Core Scientific and information provided in this document regarding CoreWeave and Merger Sub has been provided by CoreWeave.

No one has been authorized to provide you with information that is different from that provided in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [ ], 2025 and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to holders of Core Scientific common stock nor the issuance by CoreWeave of shares of CoreWeave common stock and CoreWeave warrants in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars. In this proxy statement/prospectus, except as otherwise indicated or the context otherwise requires, references to:

The following are some questions that you, as a stockholder of Core Scientific, may have regarding the Merger and other matters being considered at the special meeting of Core Scientific stockholders (the “Special Meeting”) and brief answers to those questions. To better understand these matters, and for a description of the legal terms governing the Merger, Core Scientific urges you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to this proxy statement/prospectus and the documents incorporated by reference in this proxy statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 317 of this proxy statement/prospectus.

In addition to the other information contained in, or incorporated by reference into, this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 89 of this proxy statement/prospectus, the following risk factors should be considered carefully in determining whether to vote for the adoption of the Merger Agreement. You should also read and consider the risk factors associated with each of the businesses of CoreWeave and Core Scientific because these risk factors may affect the operations and financial results of the combined company. The risk factors for Core Scientific may be found under Part II, Item 1A of Core Scientific’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 8, 2025; Part II, Item 1A of Core Scientific’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 7, 2025; Part I, Item 1A of Core Scientific’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025; and Core Scientific’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus. For information on where you can obtain copies of this information, see the section titled “Where You Can Find More Information” beginning on page 317 of this proxy statement/prospectus.

Under the Merger Agreement, at the effective time of the Merger, each share of Core Scientific common stock (other than each share of Core Scientific common stock held in treasury or held or owned by Core Scientific, CoreWeave or Merger Sub immediately prior to the effective time of the Merger) issued and outstanding immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive 0.1235 fully paid and non-assessable shares of CoreWeave common stock. The market value of the consideration Core Scientific’s stockholders will receive in the Merger will therefore fluctuate with the market price of CoreWeave common stock. The implied value of the Merger Consideration has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate until the date the Merger is completed, which could occur a considerable amount of time after the date hereof.

Prior to the completion of the Merger, the market price of CoreWeave common stock, along with short selling activity in both CoreWeave common stock and Core Scientific common stock, has and is expected to continue to impact the market price of the Core Scientific common stock. The value of the Merger Consideration has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting and the date the Merger is completed and thereafter. The closing price per share of Core Scientific common stock as of June 25, 2025, the last trading day prior to media reports that Core Scientific and CoreWeave were in merger discussions, was $12.30, and the closing price per share has fluctuated as high as $[ ] and as low as $[ ] between June 25, 2025 and [ ], 2025, the most recent practicable trading day prior to the date of this proxy statement/prospectus. The closing price per share of CoreWeave common stock as of June 25, 2025, the last trading day prior to media reports that Core Scientific and CoreWeave were in merger discussions, was $159.50, and the closing price per share has fluctuated as high as $[ ] and as low as $[ ] between June 25, 2025 and [ ], 2025, the most recent practicable trading day prior to the date of this proxy statement/prospectus. Accordingly, at the time of the Special Meeting, Core Scientific stockholders will not know or be able to determine the market value of the Merger Consideration they would receive upon completion of the Merger. Stock price changes may result from a variety of factors, including, among others, interest rates, general market, industry, economic and geopolitical conditions, including the impact of continued inflation and associated changes in monetary policy, short-selling activity, the expiration of the initial public offering lock-up period applicable to CoreWeave securities, changes in and speculation regarding CoreWeave’s and Core Scientific’s respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed, the timing of the Merger and regulatory considerations. Many of these factors are beyond CoreWeave’s and Core Scientific’s control. You are urged to obtain current market quotations for each of CoreWeave’s and Core Scientific’s common stock traded on the Nasdaq (trading symbols “CRWV” and “CORZ”, respectively).

Furthermore, under Delaware law, the holders of Core Scientific common stock are not entitled to an appraisal of the fair value of their shares in connection with the Merger. Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the

corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Delaware law, appraisal rights are not available for the shares of any class or series if the shares of the class or series are listed on a national securities exchange or held of record by more than 2,000 holders on the record date, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash proceeds from the sale of fractional shares or fractional depositary receipts or any combination of the foregoing. Shares of Core Scientific common stock are listed on the Nasdaq, and Core Scientific’s stockholders will receive CoreWeave common stock pursuant to the Merger Agreement and cash proceeds from the sale of fractional shares. Approval for the listing of the shares of CoreWeave common stock on the Nasdaq is a condition to completion of the Merger. See the section titled “The Merger—No Dissenters’ or Appraisal Rights” beginning on page 214 of this proxy statement/prospectus.

Upon completion of the Merger, holders of shares of Core Scientific common stock will become holders of shares of CoreWeave common stock. The businesses of CoreWeave differ from those of Core Scientific in important respects, and, accordingly, the results of operations of CoreWeave after the Merger, as well as the market price of CoreWeave common stock, may be affected by factors different from those currently affecting the results of operations of Core Scientific. For further information on the respective businesses of CoreWeave and Core Scientific and certain factors to consider in connection with those businesses, see the section titled “Risk Factors—Risks relating to CoreWeave” beginning on page 39 of this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus and referred to in the section titled “Where You Can Find More Information” beginning on page 317 of this proxy statement/prospectus, respectively.

Additionally, the market price of CoreWeave common stock may fluctuate significantly following completion of the Merger.

Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the CoreWeave common stock, regardless of CoreWeave’s actual operating performance.

Uncertainty about the effect of the Merger on Core Scientific employees may impair Core Scientific’s ability to attract, retain and motivate personnel prior to and following the Merger. Employee retention may be particularly challenging during the pendency of the Merger, as employees of Core Scientific may experience uncertainty about their future roles with the combined business. If employees of Core Scientific depart, the integration of the companies may be more difficult and the combined business following the Merger may be harmed. Furthermore, CoreWeave may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of CoreWeave or Core Scientific, and CoreWeave’s ability to realize the anticipated benefits of the Merger may be adversely affected. In addition, there could otherwise be disruptions to or distractions for the workforce and management associated with integrating employees into CoreWeave.

Parties with which CoreWeave or Core Scientific does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with CoreWeave, Core Scientific or the combined business. CoreWeave’s and Core Scientific’s business relationships may be subject to disruption as parties with which CoreWeave or Core Scientific does business may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than CoreWeave, Core Scientific or the combined business. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including an adverse effect on CoreWeave’s ability to realize the anticipated benefits of the Merger. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Each of Core Scientific and CoreWeave has contracts with business partners which may require Core Scientific or CoreWeave, as applicable, to obtain consent from these other parties in connection with the Merger. If these

consents cannot be obtained, the counterparties to these contracts and other third parties with which Core Scientific and/or CoreWeave currently have relationships may have the ability to terminate, reduce the scope of or otherwise adversely alter their relationships with either or both parties in anticipation of the Merger, or with the combined company following the transaction. The pursuit of such rights may result in Core Scientific, CoreWeave or the combined company suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and may lose rights that are material to its business. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Merger or the termination of the Merger Agreement.

While the Merger Agreement is in effect, Core Scientific and CoreWeave are subject to restrictions on their respective business activities, including, among other things, restrictions on their respective ability to issue equity securities and engage in certain kinds of transactions, and must generally operate their respective businesses in the ordinary course, subject to certain exceptions. These restrictions could prevent each of Core Scientific and CoreWeave from pursuing attractive business opportunities that may arise prior to the consummation of the Merger and may impact each of their financial conditions, results of operations and cash flows.

These restrictions could be in place for an extended period of time if the consummation of the Merger is delayed, which may delay or prevent each of CoreWeave and Core Scientific from undertaking business opportunities that, absent the Merger Agreement, they might have pursued, or from effectively responding to competitive pressures or industry developments.

Whether or not the Merger is completed, the pending transaction may disrupt their respective current plans and operations, which could have an adverse effect on their respective businesses and financial results. For these and other reasons, the pendency of the Merger could adversely affect each of their businesses and financial results. See the section titled “The Merger Agreement—Conduct of Business Pending the Merger” beginning on page 229 of this proxy statement/prospectus.

The Merger Agreement contains provisions that make it more difficult for Core Scientific to sell its business to a party other than CoreWeave. These provisions include a general prohibition on Core Scientific soliciting any Acquisition Proposal or offer for a competing transaction. Further, subject to certain exceptions, the Core Scientific board will not withdraw or modify in a manner adverse to CoreWeave the recommendation of the Core Scientific board in favor of the adoption of the Merger Agreement, and CoreWeave generally has a right to match any competing Acquisition Proposals that may be made. Notwithstanding the foregoing, at any time prior to the adoption of the Merger Agreement by Core Scientific stockholders, the Core Scientific board is permitted to withdraw or modify in a manner adverse to CoreWeave the recommendation of the Core Scientific board in favor of the adoption of the Merger Agreement in certain circumstances if it determines in good faith that the failure to take such action would reasonably likely be inconsistent with its fiduciary duties to Core Scientific stockholders under applicable law. The Merger Agreement does not require that Core Scientific submit the adoption of the Merger Agreement to a vote of Core Scientific stockholders if the Core Scientific board terminates the Merger Agreement in order to enter into an alternative acquisition agreement with respect to a competing transaction in accordance with the terms of the Merger Agreement. In certain circumstances, upon termination of the Merger Agreement, Core Scientific will be required to pay a termination fee of $270 million to CoreWeave, including if Core Scientific terminates the Merger Agreement prior to obtaining Core Scientific Stockholder Approval in order to enter into an alternative acquisition agreement with respect to a competing transaction in accordance with the terms of the Merger Agreement. See the sections titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Exclusive Remedy” beginning on pages 245 and 247, respectively, of this proxy statement/prospectus.

While both Core Scientific and CoreWeave believe these provisions and agreements are reasonable and customary and are not preclusive of other offers, the restrictions, including the added expense of the $270 million termination fee that may become payable by Core Scientific to CoreWeave in certain circumstances, might discourage a third party that has an interest in acquiring all or a significant part of Core Scientific from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per-share value than the consideration payable in the Merger pursuant to the Merger Agreement.

The obligation of each of CoreWeave and Core Scientific to complete the Merger is subject to the satisfaction or waiver (to the extent permitted by applicable law) of a number of conditions, including, among others: (i) the affirmative vote of the holders of a majority of the issued and outstanding shares of Core Scientific common stock entitled to vote at the Special Meeting adopting the Merger Agreement, (ii) the expiration or termination of any waiting period (and any extension thereof, including any commitment to, or agreement with, any governmental body to delay the consummation of, or not to consummate before a certain date, the Merger) applicable to the Merger under the HSR Act, (iii) the absence of any order enacted, promulgated, issued or entered by any governmental body enjoining, restraining, preventing or prohibiting the consummation of the Merger and any law in effect or enacted or promulgated prohibiting or making illegal the consummation of the Merger, (iv) the registration statement of which this proxy statement/prospectus is a part being declared effective and no stop order suspending the effectiveness of such registration statement having been issued by the SEC and remaining in effect and no proceedings for such purpose pending before the SEC, (v) the absence since the date of the Merger Agreement of a material adverse effect on, in the case of CoreWeave’s obligation to complete the Merger, Core Scientific (see the section titled “The Merger Agreement—Definition of ‘Material Adverse Effect’” beginning on page 226, of this proxy statement/prospectus for the definition of material adverse effect) and (vi) the absence since the date of the Merger Agreement of a material adverse effect on, in the case of Core Scientific’s obligations to complete the Merger, CoreWeave.

For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Merger, see the section titled “The Merger Agreement—Conditions to the Consummation of the Merger” beginning on page 223 of this proxy statement/prospectus.

Many of the conditions to consummation of the Merger are not within either Core Scientific’s or CoreWeave’s control, and neither company can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to April 7, 2026, it is possible that the Merger Agreement may be terminated. Although Core Scientific and CoreWeave have agreed in the Merger Agreement to use reasonable best efforts, subject to certain limitations, to complete the Merger as promptly as practicable, these and other conditions to the completion of the Merger may fail to be satisfied. In addition, satisfying the conditions to and completion of the Merger may take longer, and could cost more, than Core Scientific and CoreWeave expect.

Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent the Merger from occurring at all. A delay in completing the Merger could cause CoreWeave and Core Scientific to realize some or all of the benefits later than they otherwise expect to realize them if the Merger is successfully completed within the anticipated time frame, which could result in additional transaction costs to both CoreWeave and Core Scientific or in other negative effects associated with uncertainty about the completion of the Merger.

On September 4, 2025, Two Seas filed a preliminary proxy statement with the SEC to solicit votes of Core Scientific stockholders in opposition to the Core Scientific board’s recommendations on the Merger Agreement Proposal and the Advisory Compensation Proposal presented in this proxy statement/prospectus. The proxy contest will cause Core Scientific to incur additional solicitation and other costs, and may impair Core Scientific’s ability to obtain the votes required to approve the Merger Agreement Proposal and Advisory Compensation Proposal.

There can be no assurance that the conditions to the closing of the Merger will be satisfied, waived or fulfilled in a timely fashion or that the Merger will be completed. See the section titled “Risk Factors—Failure to complete the Merger could negatively impact the stock price and the future business and financial results of Core Scientific and CoreWeave” beginning on page 35 of this proxy statement/prospectus.

The Merger Agreement contains certain termination rights for each of Core Scientific and CoreWeave, including, among others: (i) if any order has become final and non-appealable or there is any law, in each case having the effect of permanently enjoining the consummation of the Merger or making the Merger illegal or otherwise prohibited; (ii) if the consummation of the Merger does not occur on or before April 7, 2026, (iii) if the affirmative vote of the holders of a majority of the issued and outstanding shares of Core Scientific common stock entitled to vote was not obtained at the Special Meeting adopting the Merger Agreement and (iv) subject to certain conditions, if Core Scientific wishes to terminate the Merger Agreement to enter into a definitive agreement with respect to a superior proposal. Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by Core Scientific in the event of a change of recommendation by the Core Scientific board or by Core Scientific in order to enter into a definitive agreement with respect to a superior proposal, Core Scientific would be required to pay CoreWeave a termination fee of $270 million.

See the section titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 245 of this proxy statement/prospectus and the section titled “The Merger Agreement—Termination Fee” beginning on page 246 for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when a termination fee may be payable by Core Scientific.

Core Scientific may determine to waive, in whole or part, one or more of the conditions to closing prior to Core Scientific being obligated to consummate the Merger. Any determination whether to waive any conditions to closing, or to re-solicit stockholder approval to amend or supplement this proxy statement/prospectus as a result of such a waiver, will be made by Core Scientific at the time of such waiver based on the facts and circumstances as they exist at that time.

CoreWeave and Core Scientific believe that there are significant benefits and synergies that may be realized through combining the infrastructure offerings of CoreWeave and Core Scientific. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt CoreWeave’s and Core Scientific’s respective existing operations if not implemented in a timely and efficient manner. The full benefits of the Merger, including the anticipated cost savings and operations or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the Merger could adversely affect CoreWeave’s and Core Scientific’s respective businesses, operating results or financial conditions, cause dilution to their respective earnings per share, decrease or delay any accretive effect of the Merger, adversely affect the price of their respective common stock (including the Merger Consideration) and cause the combined business to not perform as expected.

CoreWeave and Core Scientific have operated and, until completion of the Merger, will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Core Scientific expertise, the disruption of either company’s or both companies’ ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of CoreWeave and Core Scientific to realize the anticipated benefits of the Merger so the combined business performs as expected:

In addition, at times, the attention of certain members of either company’s or both companies’ business or management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.

The historical financials of CoreWeave as provided in this proxy statement/prospectus may not be indicative of CoreWeave’s future financial condition or results of operations following the consummation of the Merger. In particular, the historical financials of CoreWeave do not reflect any anticipated synergies, operating efficiencies or cost savings that may result from the Merger or any integration costs that may be incurred. Additionally, CoreWeave may potentially repurpose or divest a portion of Core Scientific’s digital asset mining self-mining and digital asset hosted mining businesses, which accounted for approximately $486.3 million or approximately 95% of Core Scientific’s revenue for the fiscal year ended December 31, 2024 and approximately $68.0 million or approximately 86.5% of Core Scientific’s revenue for the three months ended June 30, 2025, over the medium-term horizon. As a result, revenues from these businesses as shown in the historical financials of Core Scientific incorporated by reference in this proxy statement/prospectus may not be reflected in CoreWeave’s financial results in future periods as such. Additionally, CoreWeave currently accounts for 100% of Core Scientific’s HPC hosting revenue, with Core Scientific providing approximately 500 MW of digital infrastructure to host CoreWeave’s HPC operations as of October 2024. Upon consummation of the Merger, revenue generated by Core Scientific by providing HPC hosting services to CoreWeave will cease.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the Merger been completed on the date indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Core Scientific identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this proxy statement/prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of Core Scientific as of the date of the completion of the Merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The financial estimates set forth in the forecasts included under the section “The Merger—Certain Unaudited Prospective Financial Information” were based on assumptions of, and information available to, Core Scientific’s management, when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond Core Scientific’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under the section titled “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from

Core Scientific’s estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Core Scientific’s financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Core Scientific does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial estimates of Core Scientific included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Core Scientific. Moreover, neither Marcum LLP (“Marcum”), Core Scientific’s independent accountant, Deloitte & Touche LLP (“Deloitte”), CoreWeave’s independent registered public accountant, nor any other independent accountants, have compiled, examined or performed any procedures with respect to Core Scientific’s unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, Core Scientific’s prospective financial information. The reports of such independent accountants incorporated by reference herein relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement/prospectus and should not be read to do so. See the section titled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 191 for more information.

The Core Scientific board has received the separate opinions from each of its financial advisors in connection with the signing of the Merger Agreement, each to the effect that, and as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the exchange ratio in the Merger Agreement is fair from a financial point of view to the holders of shares of Core Scientific common stock (other than the excluded shares). Changes in the operations and prospects of CoreWeave or Core Scientific, general market and economic conditions and other factors that may be beyond the control of CoreWeave or Core Scientific, and on which Core Scientific’s financial advisors’ opinions were based, may significantly alter the value of CoreWeave or Core Scientific or the prices of the shares of CoreWeave common stock or Core Scientific common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of each such opinion. Because Core Scientific does not currently anticipate asking its financial advisors to provide updated fairness opinions, the opinions will not address the fairness of the Merger Consideration from a financial point of view at the time that Core Scientific stockholders vote on the Merger Agreement Proposal or at the time the Merger is completed.

For a description of each of the opinions that Core Scientific received from its financial advisors, see the section entitled “The Merger—Opinions of Core Scientific’s Financial Advisors” beginning on page 197. A copy of each of the opinions of Moelis & Company LLC and PJT Partners LP, Core Scientific’s financial advisors, is attached as Annex B and Annex C, respectively, to this proxy statement/prospectus.

Core Scientific is a party to certain agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate such agreements. Under some such agreements, the Merger may constitute a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing of the Merger. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available, and/or requires payment of substantial financial penalties.

In considering the recommendation of the Core Scientific board to vote for the adoption of the Merger Agreement, Core Scientific stockholders should be aware that certain of the directors and executive officers of Core Scientific have interests in the Merger that are different from, or in addition to, the interests of Core Scientific stockholders generally, including the treatment of outstanding equity awards pursuant to the Merger Agreement, potential severance payments and benefits under individual letter agreements with certain Core Scientific executive officers; agreements with certain Core Scientific executive officers providing for excise tax reimbursements; payment of annual cash incentive bonuses for fiscal year 2025 if such bonuses have not been paid prior to the effective time; and continued indemnification and directors’ and officers’ liability insurance. The Core Scientific board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and approving the Merger, and in recommending the approval of the Merger Agreement Proposal and Advisory Compensation Proposal.

For more information, see the section titled “Interests of Core Scientific’s Directors and Executive Officers in the Merger” beginning on page 252 of this proxy statement/prospectus.

If the Merger is not completed for any reason, including as a result of Core Scientific stockholders failing to adopt the Merger Agreement or any other condition not being satisfied or waived, the ongoing businesses of Core Scientific and/or CoreWeave may be adversely affected, and, without realizing any of the benefits of having completed the Merger, CoreWeave and Core Scientific would be subject to a number of risks, including the following:

There can be no assurance that the risks described above will not materialize. If the Merger is not completed, these risks may materialize and may materially and adversely affect Core Scientific’s and CoreWeave’s businesses, financial condition, financial results, ratings, stock prices and/or, in the case of Core Scientific, warrant prices.

Upon completion of the Merger, Core Scientific stockholders will no longer be stockholders of Core Scientific, but will instead become stockholders of CoreWeave, and their rights as stockholders will be governed by CoreWeave’s certificate of incorporation and bylaws. The terms of CoreWeave’s certificate of incorporation and bylaws may be materially different than the terms of the Core Scientific certificate of incorporation and bylaws, which currently govern the rights of Core Scientific stockholders. See the section titled “Comparison of Stockholder Rights” beginning on page 293 of this proxy statement/prospectus for a discussion of the different rights associated with CoreWeave common shares.

Core Scientific and CoreWeave intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. The completion of the Merger is not conditioned on the Merger qualifying for the intended tax treatment or upon the receipt of an opinion of counsel to that effect, and neither Core Scientific nor CoreWeave will request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. However, in connection with the effectiveness of the registration statement of which this proxy statement/prospectus is a part, each of Wachtell, Lipton, Rosen & Katz, counsel to Core Scientific, and Davis Polk & Wardwell LLP, counsel to CoreWeave, will deliver a legal opinion to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. An opinion that the Merger “should” qualify as a reorganization within the meaning of Section 368(a) of the Code expresses a level of comfort that is stronger than “more likely than not” but less than “will.” Counsel is unable to provide a higher degree of certainty because there is no administrative or judicial authority that directly addresses facts similar to those of this transaction, including with respect to the federal income tax treatment of the Tranche 2 Warrants. Nonetheless, counsel believes that its opinion is justified based on the existing authorities.

These opinions will be based upon and rely on, among other things, various facts, assumptions, representations and warranties and covenants, including those contained in the Merger Agreement and in the officer’s certificates provided by CoreWeave (on behalf of itself and Merger Sub) and Core Scientific. If any of these facts, assumptions, representations and warranties and covenants underlying the tax opinions described above is or becomes incorrect, incomplete, inaccurate or is waived or violated, the validity of, and the conclusions reached in, such tax opinions may be affected or jeopardized. In addition, the opinions will be subject to certain qualifications and limitations as set forth therein. Moreover, an opinion of counsel represents such counsel’s judgment and is not binding on the IRS or any court and the IRS or a court may disagree with the conclusions reached by an opinion of counsel. Notwithstanding the receipt by CoreWeave and Core Scientific of the opinions of counsel, there can be no assurance that the IRS would not assert that the Merger fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Code or that a court would not sustain such position.

If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a Core Scientific stockholder that is a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences of the Merger”) generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of Core Scientific common stock for CoreWeave common stock in the Merger. For more information on the material U.S. federal income tax consequences of the Merger, see the section titled “Material U.S. Federal Income Tax Consequences of the Merger.”

Based on, among other things, the number of shares of Core Scientific common stock and the Core Scientific equity awards outstanding as of the close of business on [ ], CoreWeave estimates that it will issue approximately [ ] shares of CoreWeave common stock at closing pursuant to the Merger Agreement, provided that if additional

Core Scientific equity awards are granted to certain Core Scientific employees as permitted under the Merger Agreement, if additional Tranche 1 Warrants and Tranche 2 Warrants are exercised for Core Scientific common stock prior to closing pursuant to the Core Scientific Warrant Agreement or if additional Core Scientific 2029 Convertible Notes and Core Scientific 2031 Convertible Notes are converted to Core Scientific common stock during the convertibility period pursuant to the Core Scientific 2029 Notes Indenture and Core Scientific 2031 Notes Indenture, as applicable, CoreWeave may be required to issue additional shares of CoreWeave common stock for issuance (see the sections titled “The Merger Agreement—Treatment of Core Scientific Equity Awards”, “The Merger Agreement—Treatment of Warrants” and “The Merger Agreement—Treatment of Convertible Notes”). The actual number of shares of CoreWeave common stock to be issued will be determined at completion of the Merger based on the exchange ratio and the number of shares of Core Scientific common stock and the Core Scientific equity awards outstanding at that time, and CoreWeave will also reserve for issuance the maximum number of shares of CoreWeave common stock underlying the New Tranche 1 Warrants and New Tranche 2 Warrants and shares of CoreWeave common stock issuable upon conversion of the Core Scientific 2029 Convertible Notes and Core Scientific 2031 Convertible Notes. CoreWeave has a significantly larger market capitalization than Core Scientific. Based on the number of shares of Core Scientific common stock outstanding as of [ ], 2025, and the number of shares of CoreWeave common stock outstanding as of [ ], 2025, CoreWeave and Core Scientific estimate that, as of immediately following completion of the Merger, holders of CoreWeave common stock as of immediately prior to the Merger will hold approximately [ ]% and holders of Core Scientific common stock as of immediately prior to the Merger will hold approximately [ ]%, of the outstanding shares of CoreWeave common stock (or, on a fully diluted basis, holders of CoreWeave common stock as of immediately prior to the Merger will hold approximately [ ]% and holders of Core Scientific common stock as of immediately prior to the Merger will hold approximately [ ]% of the shares of CoreWeave common stock). Consequently, former Core Scientific stockholders, as a group, will have materially less influence over the management and policies of CoreWeave than they currently have over the management and policies of Core Scientific.

Additionally, CoreWeave’s Class B common stock has ten votes per share, CoreWeave’s Class A common stock has one vote per share and CoreWeave’s Class C common stock has no votes per share. As of June 30, 2025, Michael Intrator, CoreWeave’s Chief Executive Officer, President, and Chairman of CoreWeave’s board of directors, Brian Venturo, CoreWeave’s Chief Strategy Officer, and Brannin McBee, CoreWeave’s Chief Development Officer (together, the “CoreWeave Co-Founders”) collectively held all of the issued and outstanding shares of CoreWeave’s Class B common stock. Because of the ten-to-one voting ratio between CoreWeave’s Class B common stock and Class A common stock, the CoreWeave Co-Founders collectively continue to control a significant percentage of the combined voting power of CoreWeave’s common stock, which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by the CoreWeave Co-Founders pursuant to their equity exchange rights which provide each Co-Founder with the right (but not obligation) to require CoreWeave to exchange, for shares of CoreWeave Class B common stock, any shares of CoreWeave Class A common stock received by him upon the exercise or settlement of equity awards for shares of CoreWeave Class A common stock granted prior to September 2024. Therefore, the CoreWeave Co-Founders, individually or together, will be able to significantly influence matters submitted to CoreWeave stockholders for approval, including the election of directors, amendments of CoreWeave’s organizational documents and any merger, consolidation, sale of all or substantially all of CoreWeave’s assets, or other major corporate transactions.

Additionally, future issuances of CoreWeave Class C common stock may further concentrate the voting power of CoreWeave Co-Founders by prolonging the duration of their control and/or by giving them an opportunity to achieve liquidity without diminishing their voting power.

The interests of the CoreWeave Co-Founders, individually or together, may not coincide with the interests of the other holders of capital stock of CoreWeave, including Core Scientific stockholders who receive CoreWeave Class A common stock in the Merger. This concentration of ownership may harm the value of CoreWeave Class A common stock Core Scientific’s stockholders receive in the Merger by, among other things delaying, deferring or preventing a change in control of CoreWeave or impeding a merger, consolidation, takeover or other business combination involving CoreWeave.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such lawsuits are unsuccessful, defending against them can result in substantial costs.

Stockholders of Core Scientific may file lawsuits against CoreWeave, Core Scientific and/or the directors and officers of either company in connection with the Merger. Since the public announcement of the Merger, Core Scientific has received letters from purported Core Scientific stockholders who contend that the registration statement on Form S-4 of which this proxy statement/prospectus forms a part fails to disclose certain allegedly material information. For additional information, see the section titled “The Merger—Litigation Relating to the Merger.” Potential lawsuits could prevent or delay the completion of the Merger and result in significant costs to Core Scientific and/or CoreWeave, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

CoreWeave and Core Scientific expect to incur a number of non-recurring costs associated with the Merger, combining the operations of the two companies and working to achieve desired synergies. The significant, non-recurring costs associated with the Merger include, among others, fees and expenses of financial, legal, accounting and other advisors and representatives, certain employment-related costs relating to employees of Core Scientific (which are described in the section titled “Interests of Core Scientific’s Directors and Executive Officers in the Merger” beginning on page 252 of this proxy statement/prospectus), filing fees due in connection with filings required under the HSR Act and filing fees and printing and mailing costs for this proxy statement/prospectus. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives and filing fees for this proxy statement/prospectus. CoreWeave also will incur transaction fees and costs related to formulating and implementing integration plans with respect to the two companies, including facilities and systems consolidation costs. CoreWeave and Core Scientific continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Merger and the integration of the two companies’ businesses. Any substantial unanticipated costs could have an adverse effect on CoreWeave’s and Core Scientific’ financial positions, results of operations and cash flows following the completion of the Merger. Moreover, the expected benefits of the Merger may not outweigh these costs in the near term, or at all.

The expected dilution caused by the issuance of the new shares of CoreWeave common stock to Core Scientific stockholders in connection with the payment of the Merger Consideration upon the closing of the Merger, either alone or in combination with any negative impact on the market price of CoreWeave common stock following the release of CoreWeave’s initial public offering lock-up restrictions, may result in fluctuations in the market price of CoreWeave common stock, including a stock price decrease.

As of September 9, 2025, Core Scientific had 97,432,201 outstanding Tranche 1 Warrants exercisable for 97,432,201 shares of Core Scientific common stock at $6.81 per share and 12,118,829 outstanding Tranche 2 Warrants exercisable for 12,118,829 shares of Core Scientific common stock at $0.01 per share. Based on the number of Core Scientific warrants outstanding as of September 9, 2025, and assuming no events occur requiring any adjustment to the number of shares underlying each Tranche 1 Warrant or Tranche 2 Warrant or the exercise price therefor prior to the Merger, the New Tranche 1 Warrants will be exercisable for up to 12,032,877 shares of CoreWeave Class A common stock at an exercise price of $55.141700 per share, and the New Tranche 2 Warrants will be exercisable for up to 1,496,676 shares of CoreWeave Class A common stock at an exercise price of $60.728745 per share, in each case, prior to giving effect to any effective reduction in share issuance that the cashless exercise mechanism described below may have.

At or immediately prior to the effective time, each (i) Tranche 1 Warrant will become the right to receive a New Tranche 1 Warrant exercisable for a number of shares of CoreWeave common stock (subject to cashless exercise as described below) equal to (a) the number of Warrant Shares (as defined in the Core Scientific Warrant Agreement) underlying such Tranche 1 Warrant, multiplied by (b) the exchange ratio, with such New Tranche 1 Warrant having an exercise price equal to the Tranche 1 Exercise Price (as defined in the Core Scientific Warrant Agreement) in effect immediately prior to the effective time divided by the exchange ratio, and otherwise having terms substantially the same as the terms of the Tranche 1 Warrants and (ii) Tranche 2 Warrant shall become the right to receive a Converted Tranche 2 Warrant (as defined in the Core Scientific Warrant Agreement), which Converted Tranche 2 Warrant will be exercisable for a number of Warrant Shares with an exercise price of $7.50 per Warrant Share (subject to adjustment as set forth in the Core Scientific Warrant Agreement and otherwise on the same terms as the Tranche 2 Warrants), which will be converted into a New Tranche 2 Warrant exercisable for a number of shares of CoreWeave common stock (subject to cashless exercise as described below) equal to (a) the number of Warrant Shares underlying the Converted Tranche 2 Warrant, multiplied by (b) the exchange ratio, with such New Tranche 2 Warrant having an exercise price equal to $7.50 per Warrant Share divided by the exchange ratio, and otherwise having terms substantially the same as the terms of the Tranche 1 Warrants. Both the New Tranche 1 Warrants and New Tranche 2 Warrants will be exercisable only on a cashless basis, pursuant to which the holder will be entitled to receive a number of shares of CoreWeave common stock equal to the total number of shares of CoreWeave common stock underlying the warrants being exercised multiplied by a fraction equal to (x) the current market price (as of the business day immediately preceding the date on which the exercise notice was delivered) of one share of CoreWeave common stock, minus the applicable exercise price, divided by (y) such current market price.

To the extent the trading price of CoreWeave common stock exceeds the applicable exercise price for the New Tranche 1 Warrants and New Tranche 2 Warrants, the shares of CoreWeave common stock issued upon exercise of any of the New Tranche 1 Warrants and New Tranche 2 Warrants will result in dilution to the existing holders of CoreWeave common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the CoreWeave common stock.

CoreWeave was founded in September 2017 and launched its CoreWeave Cloud Platform in 2020 and has experienced significant growth in a short period of time. CoreWeave’s revenue was $1,213 million and $395 million for the three months ended June 30, 2025 and 2024, respectively, and $2,194 million and $584 million for the six months ended June 30, 2025 and 2024, respectively. Investors should not rely on the revenue growth of any prior quarterly or annual period as an indication of CoreWeave’s future performance. Even if CoreWeave’s revenue continues to increase, its revenue growth rate is expected to decline in the future as a result of a variety of factors, including the maturation of its business. Overall growth of CoreWeave’s revenue will depend on a number of factors, including but not limited to its ability to:

In addition to the factors discussed above, CoreWeave’s revenue growth may also be impacted by industry-specific factors, particularly the continued development of AI (including advancements in AI technology that may lead to further compute efficiencies), the broader adoption, use, and commercialization of AI and any impacts of the developing AI regulatory environment.

As many of these factors are beyond CoreWeave’s control, it is difficult for it to accurately forecast its future operating results. If the assumptions that CoreWeave uses to plan its business are incorrect or change in reaction to changes in its market, it may be unable to maintain consistent revenue or revenue growth, the value of its stock could be volatile, and it may be difficult to achieve and, if achieved, maintain profitability. In addition, changes in the macroeconomic environment, including actual or perceived global banking and finance related issues, domestic and foreign regulatory uncertainty, changes in trade policies (including the imposition of tariffs, trade controls and other trade barriers), labor shortages, supply chain disruptions, volatile interest rates and inflation, spending environments, geopolitical instability, warfare and uncertainty, including the effects of the conflicts in the Middle East and Ukraine and tensions between China and Taiwan, weak economic conditions in certain regions, or a reduction in AI spending regardless of macroeconomic conditions may impact CoreWeave’s growth.

In addition, as CoreWeave has grown, its number of customers has also increased, and it has increasingly managed more complex deployments of its infrastructure in more complex computing environments. The rapid growth and expansion of CoreWeave’s business places a significant strain on its management, operational, engineering, and financial resources. To manage any future growth effectively, CoreWeave must continue to improve and expand its infrastructure, including information technology (“IT”) and financial infrastructure, its operating and administrative systems and controls, and its ability to manage headcount, capital, and processes in an efficient manner. If CoreWeave does not manage future growth effectively, its business, operating results, financial condition, and prospects would be harmed.

If CoreWeave continues to experience rapid growth, it may not be able to successfully implement or scale improvements to its systems, processes, and controls in an efficient, timely, or cost-effective manner. As CoreWeave grows, its existing systems, processes, and controls may not prevent or detect all errors, omissions, or fraud. Any future growth will continue to add complexity to CoreWeave’s organization and require effective coordination throughout its organization. Failure to manage any future growth effectively could result in increased costs, cause difficulty or delays in deploying CoreWeave’s platform to new and existing customers, reduce demand for its platform, and cause difficulties in introducing new solutions and services or other operational difficulties, and any of these difficulties would adversely affect its business, operating results, financial condition, and prospects.

CoreWeave does not manufacture the components it uses to build the technology infrastructure underlying its platform. CoreWeave has a limited number of suppliers that it uses to procure and configure significant components of the technology infrastructure that it uses to operate its platform and provide its solutions and services to its customers. For example, as a result of CoreWeave’s obligations in its current customer contracts, all of the GPUs used in its infrastructure today are NVIDIA GPUs. Additionally, 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 accounted for 57%, 22%, and 11% of total purchases. Utilizing a limited number of suppliers of the components for CoreWeave’s technology infrastructure exposes it to risks, including:

CoreWeave’s technology infrastructure components suppliers fulfill its supply requirements on the basis of individual purchase orders, which it often places on a just-in-time basis. CoreWeave currently has no long-term contracts or arrangements with its suppliers that guarantee capacity or the continuation of any particular payment terms. Accordingly, CoreWeave’s suppliers are not obligated to continue to fulfill its supply requirements, and the prices it is charged for its products and, if applicable, services could be increased on short notice. Further, because CoreWeave often submits purchase orders to its suppliers on a just-in-time basis, any delay from its suppliers may result in its inability to provide its infrastructure and platform to its customers on a timely basis and fulfill its contractual requirements under its customer contracts. Additionally, CoreWeave’s current customers have contractually specified its use of NVIDIA GPUs. If CoreWeave is required to change suppliers, its ability to meet its obligations to its customers, including scheduled compute access, could be adversely affected and its solutions may not be as performant, which could cause the loss of sales from existing or potential customers, delayed revenue, or an increase in its costs, which could adversely affect its margins. Any production or shipping interruptions for any reason, such as a natural disaster, epidemics, pandemics, capacity shortages, quality problems, or strike or other labor disruption at one of CoreWeave’s supplier locations or at shipping ports or locations, could adversely affect sales of its solution and services offerings.

In addition, CoreWeave is continually working to expand and enhance its infrastructure features, technology, and network and other technologies to accommodate substantial increases in the computing power required by more compute-intensive workloads on its platform, the amount of data it hosts, and its overall number of total customers. CoreWeave may be unable to project accurately the rate or timing of these increases or to allocate resources successfully to address such increases and may underestimate the data center capacity needed to address such increases. CoreWeave’s limited number of suppliers, in turn, may not be able to quickly respond to its needs, which would have a negative impact on customer experience and contractual performance. In the future, CoreWeave may be required to allocate additional resources, including spending substantial amounts, to build, purchase, or lease or license data centers and equipment and upgrade its technology and network infrastructure in order to handle increased customer usage, and its suppliers may not be able to satisfy such requirements. In addition, CoreWeave’s network or its suppliers’ networks might be unable to achieve or maintain data transmission capacity high enough to effectively deliver its services. CoreWeave may also face constraints on its ability to deliver its platform, solutions, and services if there is limited power supply. CoreWeave’s failure, or its suppliers’ failure, to achieve or maintain high data transmission capacity and sufficient electrical services would impact its ability to meet customer needs and could significantly reduce consumer demand for its services. Such reduced demand and resulting loss of compute, cost

increases, or failure to upgrade its equipment or adapt to new technologies would harm its business, operating results, financial condition, and prospects.

Moreover, CoreWeave’s suppliers themselves rely on a complex network of third-party suppliers for semiconductor manufacturing, hardware components, and other critical inputs, which introduces additional risks to its supply chain. For example, NVIDIA relies on suppliers such as Taiwan Semiconductor Manufacturing Company for semiconductor fabrication and other manufacturers for compute and networking components. Any disruption in the operations of these upstream suppliers, whether due to equipment failures, geopolitical factors such as the potential for military conflict between China and Taiwan, or supply chain constraints, could affect CoreWeave’s suppliers’ ability to supply the significant components of the equipment it uses to operate its platform and provide its solutions and services to its customers, which would, in turn, affect the availability of its solutions and services, as well as lead times.

In addition, to the extent any of CoreWeave’s suppliers’ businesses are impacted by business, legal compliance, litigation, and financial concerns, including regulatory scrutiny and export controls, its business, operating results, financial condition, and prospects may be adversely affected. For example, increasing use of tariffs, economic sanctions and export controls has impacted and may in the future impact the availability and cost of GPUs and other components of CoreWeave’s platform. The current U.S. presidential administration has discussed imposing broad-based tariffs on imported goods, which, if implemented on components of CoreWeave’s infrastructure and other products it uses, could increase its costs. Further, the former U.S. presidential administration had recently released new export controls targeting semiconductor manufacturing equipment and other items related to advanced integrated circuits. It is possible that these and additional restrictions could impede the supply chain in this industry. Additional export restrictions imposed on components of CoreWeave’s technologies by the U.S. government may also provoke responses from foreign governments that negatively impact its supply chain, increase the costs for affected imported goods, or limit its ability to obtain additional hardware components, which would also substantially reduce its ability to provide or develop its platform, solutions, and services.

In the event of a supplier unavailability, component shortage, or supply interruption, CoreWeave may not be able to secure alternate sources in a timely manner. Securing alternate sources of supply for these components or services may be time-consuming, difficult, and costly and CoreWeave may not be able to source these components or services on terms that are acceptable to it, or at all, which may undermine its ability to fill its orders in a timely manner. Any interruption or delay in the supply of any of these components or services, or the inability to obtain these components or services from alternate sources at acceptable prices and within a reasonable amount of time, would harm CoreWeave’s ability to meet the demand of its customers, which in turn would have an adverse effect on its business, operating results, financial condition, and prospects.

CoreWeave depends on being able to secure power, which powers its data center facilities, in a cost-effective manner. CoreWeave’s inability to secure sufficient power or any power outages, shortages, supply chain issues, capacity constraints, or significant increases in the cost of securing power could have an adverse effect on its business, operating results, financial condition, and prospects.

CoreWeave relies on third parties, third-party infrastructure, governments, and global suppliers to provide a sufficient amount of power to maintain its leased or licensed data center facilities and meet the needs of its current and future customers. CoreWeave has in the past experienced, and it may in the future experience, insufficient power to service a customer’s project. Any limitation on the delivered energy supply would limit CoreWeave’s ability to operate its platform. These limitations would have a negative impact on a given data center or limit CoreWeave’s ability to grow its business which could negatively affect its business, operating results, financial condition, and prospects. Limitations on generation, transmission, and distribution may also limit its ability to obtain sufficient power capacity for potential expansion sites in new or existing markets. Power providers, other participants in the power market, and those entities that regulate it may impose onerous operating conditions to any approval or provision of power or CoreWeave may experience significant delays and substantial increased costs to provide the level of electrical service required by its current or future leased or licensed data centers, or any data centers it may choose to construct in the future. CoreWeave’s ability to find appropriate sites for expansion, including existing sites to lease or license, will also be limited by access to power.

CoreWeave’s data center facilities are affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyberattacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids more generally, and planned power outages by public utilities, such as Pacific Gas and Electric Company’s practice of planned outages in California to minimize fire risks, could harm CoreWeave’s customers and its business. Further, CoreWeave’s data center facilities are located in leased buildings where, depending upon the lease requirements and number of tenants involved, it may or may not control some or all of the infrastructure, including generators and fuel tanks. As a result, in the event of a power outage, CoreWeave could be dependent upon the landlord, as well as the utility company, to restore the power. Even if CoreWeave attempts to limit its exposure to system downtime by using backup generators, which are in turn supported by onsite fuel storage and through contracts with fuel suppliers, these measures may not always prevent downtime or solve for long-term or large-scale outages. Any outage or supply disruption could adversely affect CoreWeave’s customer experience, as well as its business, operating results, financial condition, and prospects.

The global energy market is currently experiencing inflation and volatility pressures. Various macroeconomic and geopolitical factors are contributing to the instability and global power shortage, including the war in Ukraine, severe weather events, governmental regulations, government relations, and inflation. CoreWeave expects the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures, which could materially affect its financial forecasting, business, operating results, financial condition, and prospects.

CoreWeave leases space in or otherwise license use of third-party data centers located in the United States, Europe and United Kingdom. CoreWeave’s business is reliant on these data center facilities. Given that CoreWeave leases or licenses use of this data center space, it does not control the operation of these third-party facilities. Consequently, CoreWeave could be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of its direct control. CoreWeave’s data center facilities and network infrastructure are vulnerable to damage or interruption from a variety of sources including earthquakes, floods, fires, power loss, system failures, computer and other cybersecurity vulnerabilities, physical or electronic break-ins, human error, malfeasance or interference, including by employees, former employees, or contractors, as well terrorist acts and other catastrophic events. CoreWeave and the data center facilities it leases space in or license use of have experienced, and may in the future experience, disruptions, outages, and other performance problems due to a variety of factors, including availability or sufficiency of power, infrastructure changes, and capacity constraints, occasionally due to an overwhelming number of customers accessing its infrastructure simultaneously. CoreWeave’s third-party data centers and network infrastructure may also be subject to cybersecurity attacks, including supply chain attacks, due to the actions of outside parties or human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of these, or otherwise, which may cause service outages and otherwise impact its ability to provide its solutions and services. While CoreWeave reviews the security measures of its third-party data centers, it cannot ensure that these measures will be sufficient to prevent a cybersecurity attack or to protect the continued operation of its platform in the event of a cybersecurity attack, and any impact to its solutions and services may also impact its business, operating results, financial condition, and prospects. Data center facilities housing CoreWeave’s network infrastructure may also be subject to local administrative actions, changes to legal or permitting requirements, labor disputes, litigation to stop, limit, or delay operations, and other legal challenges, including local government agencies seeking to gain access to customer accounts for law enforcement or other reasons. In addition, while CoreWeave has entered into various agreements for the lease of data center space, equipment, maintenance, and other services, those third parties could fail to deliver on their contractual obligations under those agreements, including agreements to provide it with certain data, equipment, and utilities information required to run its business. Furthermore, CoreWeave may require the data centers it leases to have certain highly specific attributes in order to effectively run its business. For example, CoreWeave’s state-of-the art data centers may also require networking equipment, high-speed interconnects, enhanced access to power, and liquid cooling infrastructure. In some cases, these third-party data centers are required to undergo extensive retrofitting and improvement efforts, including to incorporate novel developments in CoreWeave’s industry, which are time consuming, expensive, and less efficient than if it were to lease from spaces already designed for its operations, and which may not ultimately be successful in meeting all of its requirements.

If third parties fail to successfully deliver on such performance requirements, CoreWeave’s ability to maintain the performance of its network would be negatively impacted.

Other factors, many of which are beyond CoreWeave’s control, that can affect the delivery, performance, and availability of its platform include:

In addition, many of the leases CoreWeave has entered into for third-party data centers have multi-year terms and fixed capacity. If CoreWeave does not accurately anticipate the data center capacity required by its customers, including if they use less or more of its infrastructure than expected, it would incur additional costs due to leasing more capacity than is used and paid for by its customers or, alternatively, in seeking additional data center capacity to fulfill unexpected demand on terms that may not be economically reasonable or acceptable to it, if it are able to lease additional capacity at all. CoreWeave may also need to seek additional data center capacity in the event any leases with third parties are terminated or not renewed, which it may be unable to do on reasonable terms or at all.

The occurrence of any of these factors, or CoreWeave’s inability to efficiently and cost-effectively fix such errors or other problems that may be identified, could damage its reputation, negatively impact its relationship with its customers, or otherwise materially harm its business, operating results, financial condition, and prospects.

In the future, CoreWeave may develop its own data centers, rather than relying on third parties and, because of its limited experience in this area, it could experience unforeseen difficulties. For example, any potential expansion of CoreWeave’s data center infrastructure would be complex, and unanticipated delays in the completion of those projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of its platform. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after CoreWeave has started to fully utilize the underlying equipment, that could further degrade its platform or increase its costs.

A substantial portion of CoreWeave’s revenue is driven by a limited number of customers. CoreWeave recognized an aggregate of approximately 79% of its revenue from its top two customers for the three months ended June 30, 2024. CoreWeave recognized an aggregate of approximately 71% and 59% of its revenue for the three months ended June 30, 2025 and 2024, from its largest customer, Microsoft. None of CoreWeave’s other customers represented 10% or more of its revenue for the six months ended June 30, 2025. Any negative changes in demand from Microsoft, in Microsoft’s ability or willingness to perform under its contracts with CoreWeave, in laws or regulations applicable to Microsoft or the regions in which it operates, or in its broader strategic relationship with Microsoft would adversely affect its business, operating results, financial condition, and prospects. During the three months ended March 31, 2025, CoreWeave entered into a master services agreement with OpenAI OpCo LLC (“OpenAI”) and, as a result, it expects OpenAI to be a significant customer in future periods.

CoreWeave anticipates that it will continue to derive a significant portion of its revenue from a limited number of customers for the foreseeable future, and in some cases, the portion of its revenue attributable to certain customers may increase in the future. The composition of CoreWeave’s customer base, including its top customers, may fluctuate from period to period given that its customer composition has evolved and is expected to continue to evolve significantly as its business continues to evolve and scale and as the use cases for AI continue to develop. However, CoreWeave may not be able to maintain or increase revenue from its top customers for a variety of reasons, including the following:

Customer relationships often require CoreWeave to continually improve its platform, which may involve significant technological and design challenges, and its customers may place considerable pressure on it to meet tight development and capacity availability schedules. Accordingly, CoreWeave may have to devote a substantial amount of its resources to its strategic relationships, which could detract from or delay its completion of other important development projects. Delays in making capacity or AI infrastructure available and performing to contractual specifications could impair CoreWeave’s relationships with its customers and negatively impact forecasted sales of the services under development. Moreover, it is possible that CoreWeave’s customers may develop their own infrastructure that may compete with its services or adopt a competitor’s infrastructure for services that they currently buy from it. If that happens, CoreWeave’s revenue would be adversely impacted and its business, operating results, financial condition, and prospects would be materially and adversely affected.

The market in which CoreWeave competes is relatively new and subject to rapid technological change, evolving industry standards and regulatory changes, as well as changing customer needs, requirements, and preferences. The success of CoreWeave’s business will depend, in part, on its ability to, predict, adapt, and respond effectively to these changes on a timely basis. If CoreWeave is unable to develop and sell new solutions and services that satisfy and are adopted by new and existing customers and provide enhancements, new features, and capabilities to its infrastructure that keep pace with rapid technological and industry change, its business, operating results, financial condition, and prospects could be adversely affected. Further, prospective or existing customers may influence CoreWeave’s product roadmap by requiring features optimal for their particular use case. If CoreWeave is unable to adapt to meet customers’ requirements, they may use competitive offerings or internal solutions that eliminate reliance on third-party providers, and its business, operating results, financial condition, and prospects could be adversely affected. Moreover, prioritizing development of such features may require significant engineering resources and may not be compatible with the requirements of other customers, which could impact overall adoption of CoreWeave’s platform. If new technologies emerge that limit or eliminate reliance on AI cloud platform providers like CoreWeave, or that enable its competitors to deliver competitive services at lower prices, more efficiently, more conveniently, or more securely, such technologies could adversely impact its ability to compete. If CoreWeave’s solutions do not allow it or its customers to comply with the latest regulatory requirements, sales of its platform, solutions, and services to existing customers may decrease and new customers will be less likely to adopt its platform.

CoreWeave’s future growth is dependent upon its ability to continue to meet the needs of new customers and the expanding needs of its existing customers as their use of its platform, solutions, and services grows. As sales of its platform grow, CoreWeave will need to devote additional resources to expanding, improving, and maintaining its infrastructure and integrating with third-party applications. In addition, CoreWeave will need to appropriately scale its internal business systems and its services organization, including customer support, to serve its growing customer base, and to improve its IT and financial infrastructure, operating and administrative systems, and its ability to effectively manage headcount, capital and processes, including by reducing costs and inefficiencies. Any failure of, or delay in, these efforts could result in impaired system performance and reduced customer satisfaction, which would negatively impact CoreWeave’s revenue growth and its reputation. CoreWeave may not be successful in developing or implementing these technologies. In addition, it takes a significant amount of time to plan, develop,

and test improvements to CoreWeave’s technologies and infrastructure, and it may not be able to accurately forecast demand or predict the results it will realize from such improvements. In some circumstances, CoreWeave may also determine to scale its technology through the acquisition of complementary businesses and technologies rather than through internal development, which may divert management’s time and resources. To the extent that CoreWeave does not effectively scale its operations to meet the needs of its growing customer base and to maintain performance as its customers expand their use of its services, CoreWeave will not be able to grow as quickly as it anticipates, its customers may reduce or terminate use of its platform and it will be unable to compete as effectively and its business, operating results, financial condition, and prospects will be adversely affected.

CoreWeave continually works to upgrade and enhance its platform, solutions, and services in response to customer demand and to keep up with technological changes. Part of this process entails cycling out outdated components of CoreWeave’s infrastructure and replacing them with the latest technology available. This requires CoreWeave to make certain estimates with respect to the useful life of the components of its infrastructure and to maximize the value of the components of its infrastructure, including its GPUs, to the fullest extent possible. CoreWeave cannot guarantee that its estimates will be accurate or that its attempts at maximizing value will be successful. Any changes to the significant assumptions underlying CoreWeave’s estimates or to the estimates of its components’ useful lives, or any inability to redeploy components of its existing infrastructure to extend past their contracted life could significantly affect its business, operating results, financial condition, and prospects.

CoreWeave’s platform must also integrate with a variety of network, hardware, storage, and software technologies, and it needs to continuously modify and enhance the capabilities of its platform to adapt to changes and innovation in these technologies. If CoreWeave’s customers widely adopt new technologies, it may need to redesign parts of its platform to work with those new technologies. These development efforts may require significant engineering, marketing, and sales resources, all of which would affect CoreWeave’s business, operating results, financial condition, and prospects. Any failure of CoreWeave’s infrastructure’s capabilities to operate effectively with future technologies and software platforms could reduce the demand for its platform. If CoreWeave is unable to respond to these changes in a cost-effective manner, its platform may become less marketable and less competitive or obsolete, and its business may be harmed.

In addition, CoreWeave must also continue to effectively manage its capital expenditures by maintaining and expanding its data center capacity, servers and equipment, grow in geographies where it currently have limited or no presence, and ensure that the performance, features, and reliability of its services and its customer service remain competitive in a rapidly changing technological environment. If CoreWeave fails to manage its growth, the quality of its platform may suffer, which could negatively affect its brand and reputation and harm its ability to retain and attract customers and employees.

As part of its growth strategy, CoreWeave seeks to attract and acquire customers requiring high-performance computing, such as AI, machine learning, and automated decision-making technologies, including proprietary AI algorithms and models (collectively, “AI Technologies”).

AI has been developing at a rapid pace, and continues to evolve and change. As demand continues for AI services, AI providers, including CoreWeave’s customers, have sought increased compute capacity to enable advancements in their AI models and service the demands of end users. CoreWeave cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the practical limits of AI technology will plateau in the future regardless of available compute capacity. Further, there have been recent advancements in AI technology, including open-source AI models, that may lead to compute and other efficiencies that may impact the demand for AI services, including CoreWeave’s platform, solutions, and services, which may adversely impact its revenue and profitability. In the event that existing scaling laws do not continue to apply as they have in the past, demand by CoreWeave’s customers for compute resources, including its solutions and services, may not continue to increase over time, or may decrease if overall demand for AI is impacted by a lack of further technological development. If CoreWeave is unable to keep up with the changing AI landscape or in developing services to meet its customers’ evolving AI needs, or if the AI landscape does not develop to the extent it or its customers expect, its business, operating results, financial condition, and prospects may be adversely impacted.

Additionally, CoreWeave may incur significant costs and experience significant delays in developing new solutions and services or enhancing its current platform to adapt to the changing AI landscape, and may not achieve a return on investment or capitalize on the opportunities presented by demand for AI solutions. Moreover, while AI adoption is likely to continue and may accelerate, the long-term trajectory of this technological trend is uncertain. Further, market acceptance, understanding, and valuation of solutions and services that incorporate AI Technologies are uncertain and the perceived value of AI Technologies used and/or provided by its customers could be inaccurate. If AI is not broadly adopted by enterprises to the extent CoreWeave expects, or if new use cases do not arise, then its opportunity may be smaller than it expects. Further, if the consumer perception and perceived value of AI Technologies is inaccurate this could have a material adverse effect on CoreWeave’s customers, which in turn could have a material adverse effect on its business, operating results, financial condition, and prospects.

Concerns relating to the responsible use by CoreWeave’s customers of new and evolving technologies, such as AI, which are supported by its platform, may result in collateral reputational harm to it. AI may pose emerging ethical issues and if CoreWeave’s platform enables customer solutions that draw controversy due to their perceived or actual impact on society, it may experience brand or reputational harm, competitive harm, or legal liability.

Furthermore, the rapid pace of innovation in the field of AI has led to developing and evolving regulatory frameworks globally, which are expected to become increasingly complex as AI continues to evolve. Regulators and lawmakers around the world have started proposing and adopting, or are currently considering, regulations and guidance specifically on the use of AI. Regulations related to AI Technologies have been introduced in the United States at the federal level and are also enacted and advancing at the state level. Additional regulations may impact CoreWeave’s customers’ ability to develop, use and commercialize AI Technologies, which would impact demand for its platform, solutions, and services and may affect its business, operating results, financial condition, and prospects.

AI and related industries, including cloud services, are under increasing scrutiny from regulators due to their concerns about market concentration, anti-competitive practices, and the pace of partnerships and acquisitions involving generative AI startups. As the industry continues to grow, transactions and business conduct will likely continue to draw scrutiny from regulators. CoreWeave’s customers may become subject to further AI regulations, including any restrictions on the total consumption of compute technology, which could cause a delay or impediment to the commercialization of AI technology and could lead to a decrease in demand for its customers’ AI infrastructure, and may adversely affect its business, operating results, financial condition, and prospects.

CoreWeave requires substantial capital expenditures to support its growth and respond to business challenges. CoreWeave has made significant financial investments in its business, and it intends to continue to make such investments in the future, including expenditures to procure components for, maintain, upgrade, and enhance its platform, including costs related to obtaining third-party chips and leasing and maintaining, enhancing, and expanding its data centers. While CoreWeave has historically been able to fund capital expenditures from cash generated from operations, equity and debt financings, and borrowings under its term loan facilities, factors outside of its control, including those described in this “Risk Factors” section, and particularly those under the section titled “—Risks Related to CoreWeave’s Indebtedness,” could materially reduce the cash available from operations, impede its ability to raise additional capital, or significantly increase its capital expenditure requirements, which may result in its inability to fund the necessary level of capital expenditures to maintain and expand its operations. This could adversely affect CoreWeave’s business, operating results, financial condition, and prospects.

Additional financing may not be available on terms favorable to CoreWeave, if at all. If adequate financing is not available on acceptable terms, CoreWeave may be unable to invest in future growth opportunities, which could harm its business, operating results, financial condition, and prospects. If CoreWeave raises additional funds through equity or convertible debt issuances, its existing stockholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to those of holders of its Class A common stock. If CoreWeave obtains additional funds through debt financing, it may not be able to obtain such financing on terms favorable to it. Further, the current global macroeconomic environment could make it more difficult to raise additional capital on favorable terms, if at all. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. The trading

prices of recently-public companies have been highly volatile as a result of multiple factors including, the conflicts in the Middle East and Ukraine and tensions between China and Taiwan, inflation, interest rate volatility, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, actual or perceived instability in the banking system, and market downturns, which may reduce its ability to access capital on favorable terms or at all. In addition, a recession, depression, or other sustained adverse market event could adversely affect CoreWeave’s business and the value of its Class A common stock. If CoreWeave is unable to obtain adequate financing or financing on terms satisfactory to it when it requires, its ability to continue to support its business growth and to respond to business challenges could be significantly impaired and its business may be adversely affected, requiring it to delay, reduce, or eliminate some or all of its operations. Even if CoreWeave is able to raise such capital, it cannot guarantee that it will deploy it in such a fashion that allows it to achieve better operating results or grow its business.

Moreover, in order to fund investments in CoreWeave’s infrastructure, it has pioneered and scaled innovative financing structures that have enabled it to grow its business through timely and flexible access to capital. While CoreWeave expects its cost of capital to continue declining as it benefits from economies of scale and access new forms of financing, including asset-backed securitizations and rated parent-level debt, its ability to lower its cost of capital depends upon a number of factors, many of which are beyond its control, including broader macroeconomic conditions. If CoreWeave is unable to continue lowering its cost of capital, its ability to effectively compete, especially with larger competitors that have greater financial and other resources, as well as its operating results, financial condition, and business, may be adversely impacted.

CoreWeave’s operating results have varied significantly from period to period in the past, and it expects that its operating results will continue to vary significantly in the future such that period-to-period comparisons of its operating results may not be meaningful. In addition, in future periods, CoreWeave may experience fluctuations in remaining performance obligations (“RPO”), given the nature of its committed contract business, the size of those contracts, and period-to-period variation in new business signed and revenue recognized from existing contracts. This could adversely affect CoreWeave’s business, operating results, financial condition, and prospects. Accordingly, CoreWeave’s financial results in any one quarter should not be relied upon as indicative of future performance. Fluctuations in quarterly results may negatively impact the trading price of CoreWeave’s Class A common stock. CoreWeave’s quarterly financial results may fluctuate as a result of a number of factors, many of which are outside of its control and may be difficult to predict, including, without limitation:

Any of the above factors, individually or in the aggregate, could result in significant fluctuations in its financial condition, cash flows, and other operating results from period to period.

The market for AI cloud infrastructure and software is intensely competitive and is rapidly evolving, characterized by changes in technology, customer requirements, industry standards, regulatory developments, and frequent introductions of new or improved solutions and services. Key competitors that offer general purpose cloud computing as part of a broader, diversified product portfolio include Amazon (AWS), Google (Google Cloud Platform), IBM, Microsoft (Azure), and Oracle, a number of which are also its current customers. CoreWeave also competes with smaller cloud service providers focused on AI, including Crusoe and Lambda. CoreWeave expects to continue to face intense competition from current competitors, including as its competitors complete strategic acquisitions or form cooperative relationships and/or customer requirements evolve, as well as from new entrants into the market. If CoreWeave is unable to anticipate or react to these challenges, its competitive position could weaken, and it would experience a decline in revenue or reduced revenue growth, and loss of market share that could adversely affect its business, operating results, financial condition, and prospects.

CoreWeave’s ability to compete effectively depends upon numerous factors, many of which are beyond its control, including, but not limited to:

Many of its competitors have greater financial, technical, marketing, sales, and other resources, greater name recognition, longer operating histories, and a larger base of customers than CoreWeave does. CoreWeave’s competitors may be able to devote greater resources to the development, promotion, and sale of their solutions and services than it can, and they may offer lower pricing than it does or bundle certain competing solutions and services at lower prices. CoreWeave’s competitors may also have greater resources for research and development of new technologies, customer support, and to pursue acquisitions, and they have other financial, technical, or other resource advantages. CoreWeave’s larger competitors have substantially broader and more diverse solution and service offerings and more mature distribution and go-to-market strategies, which allows them to leverage their existing customer relationships and any distributor relationships to gain business in a manner that discourages potential customers from purchasing its platform. Further, CoreWeave’s current and future competitors may include its customers and suppliers, if any of these customers or suppliers were to cease purchasing services from it or supplying it with components as a result, its business, operating results, financial condition, and prospects could be adversely affected.

Conditions in its market could change rapidly and significantly as a result of technological advancements, including but not limited to increased advancements and proliferation in the use of AI and machine learning, partnerships between or acquisitions by its competitors, or continuing market consolidation, including consolidation of potential or existing customers with its competitors. Some of CoreWeave’s competitors have recently made or could make acquisitions of businesses or have established cooperative relationships that may allow them to offer more directly competitive and comprehensive solutions and services than were previously offered and adapt more quickly to new technologies and customer needs. These competitive pressures in CoreWeave’s market or its failure to compete effectively may result in price reductions, fewer orders, reduced revenue and operating margin, increased net losses, and loss of market share.

Even if there is significant demand for specialized AI cloud infrastructure like CoreWeave’s, if its competitors include functionality that is, or is perceived to be, equivalent to or better than its in legacy solutions and services that are already generally accepted as necessary components of an organization’s operational architecture, it may have difficulty increasing the market penetration of its platform. Furthermore, even if the functionality offered by other cloud infrastructure providers is different and more limited than the functionality of CoreWeave’s platform, organizations may elect to accept such limited functionality in lieu of purchasing its solutions and services. If CoreWeave is unable to compete successfully, or if competing successfully requires it to take aggressive action with respect to pricing or other actions, its business, operating results, financial condition, and prospects would be adversely affected.

Companies are subject to an increasing number, and wide variety, of attacks on their networks on an ongoing basis. Traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, ransomware, account takeover, business email compromise, employee fraud or bad actors, theft or misuse, denial of service attacks, misconfigurations, bugs, or other vulnerabilities in commercial software that is integrated into CoreWeave’s (or its suppliers’ or service providers’) IT systems, and sophisticated nation-state sponsored actors engage in cyber intrusions and attacks that create risks for its infrastructure and the data, including personal information, which it hosts and transmits. State-supported and geopolitical-related cyberattacks may rise in connection with regional geopolitical conflicts such as the conflicts in the Middle East and Ukraine and tensions between China and Taiwan. Moreover, the ongoing war in Ukraine and associated activities in Russia as well as in the Middle East, have increased the risk of cyberattacks on various types of infrastructure and operations. Additionally, bad actors are beginning to utilize AI-based tools to execute attacks, creating unprecedented cybersecurity challenges. CoreWeave may be a valuable target for cyberattacks given the critical data which it hosts and transmits.

Although CoreWeave has implemented security measures designed to prevent such attacks, including a review of its third-party providers’ measures, it cannot guarantee that such measures will operate effectively to protect its and its third-party providers’ infrastructure, systems, networks, and physical facilities from breach due to the actions of outside parties or human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of the foregoing, or otherwise, and as a result, an unauthorized party may obtain access to its, its third-party providers’ or its customers’ systems, networks, or data. The techniques used to obtain unauthorized access to systems or sabotage systems, or disable or degrade services, change frequently and are often unrecognizable until launched against a target, and therefore CoreWeave may be unable to anticipate these techniques and implement adequate preventative measures. CoreWeave’s servers may be vulnerable to computer viruses or physical or electronic break-ins that its security measures may not detect. Protecting its own assets has become more expensive and these costs may increase as the threat landscape increases, including as a result of use by bad actors of AI. CoreWeave may face difficulties or delays in identifying or otherwise responding to any attacks or actual or potential security breaches or threats. These risks are exacerbated by developments in generative AI. A breach in CoreWeave’s or its third-party providers’ data security or an attack against its platform could and have impacted its infrastructure and systems, creating system disruptions or slowdowns and providing access to malicious parties to information hosted and transmitted by its infrastructure, resulting in data, including the data of its customers, being publicly disclosed, misused, altered, lost, or stolen, which could subject it to liability and reputational harm and adversely affect its financial condition. While to date no incidents have had a material impact on CoreWeave’s operations or financial results, it cannot guarantee that material incidents will not occur in the future. If compromised, CoreWeave’s own systems could be used to facilitate or magnify an attack. Further, the increase in remote work by companies and individuals in recent years has generally increased the attack surface available to bad actors for exploitation, and as such, the risk of a cybersecurity incident potentially occurring has increased. Finally, CoreWeave has acquired and expect to continue to acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which exposes it to significant cybersecurity, operational and financial risks.

Any actual, alleged, or perceived security breach in CoreWeave’s third-party providers’ or partners’ systems or networks, or any other actual, alleged or perceived data security breach that it or its third-party providers or partners suffer, could result in damage to its reputation, negative publicity, loss of customers and sales, loss of competitive advantages over its competitors, increased costs to remedy any problems and otherwise respond to any incident, regulatory investigations and enforcement actions, fines and penalties, costly litigation (including class actions), and other liability. CoreWeave would also be exposed to a risk of loss or litigation and potential liability under laws, regulations, and contracts that protect the privacy and security of personal information. For a description of the privacy and security laws, regulations and other industry requirements to which its business is subject, see the risk factor below “—CoreWeave is subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where CoreWeave conducts its business and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or its privacy policies, could harm CoreWeave’s business.”

Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding security of such data are possible. CoreWeave may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in the European Union, the United Kingdom, and the United States may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data security breach. Complying with such numerous and complex regulations in the event of a data security breach can be expensive and difficult, and failure to comply with these regulations could subject CoreWeave to regulatory scrutiny and additional liability. In addition, certain of CoreWeave’s customer agreements, as well as privacy laws, may require it to promptly report security incidents involving its systems or those of its third-party partners that compromise the security, confidentiality, or integrity of certain processed customer data. Regardless of CoreWeave’s contractual protections, these mandatory disclosures could be costly, result in litigation, harm its reputation, erode customer trust, and require significant resources to mitigate issues stemming from actual or perceived security breaches.

Although CoreWeave maintains cybersecurity insurance, there can be no guarantee that any or all costs or losses incurred will be partially or fully recouped from such insurance or that applicable insurance in the future will be available on economically reasonable terms or at all.

CoreWeave may also incur significant financial and operational costs to investigate, remediate, eliminate, and put in place additional tools and devices designed to prevent actual or perceived security breaches and other security incidents, as well as costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely affect the market perception of infrastructure and customer and investor confidence in CoreWeave company, and would adversely affect its business, operating results, financial condition, and prospects.

Further, from time to time, government entities (including law enforcement bodies) may in the future seek CoreWeave’s assistance with obtaining access to its customers’ data. Although CoreWeave strives to protect the privacy of its customers, it may be required from time to time to provide access to customer data to government entities. In light of CoreWeave’s privacy commitments, although it may legally challenge law enforcement requests to provide access to its systems or other customer content, it may nevertheless face complaints that it has provided information improperly to law enforcement or in response to non-meritorious third-party complaints. CoreWeave may experience adverse political, business, and reputational consequences, to the extent that it do not provide assistance to or comply with requests from government entities in the manner requested or challenge those requests publicly or in court or provide, or are perceived as providing, assistance to government entities that exceeds its legal obligations. Any such disclosure could significantly and adversely impact CoreWeave’s business and reputation.

CoreWeave incurred net losses of $291 million and $323 million for the three months ended June 30, 2025 and 2024, respectively, and $605 million and $452 million for the six months ended June 30, 2025 and 2024, respectively, and it may not achieve or, if achieved, sustain profitability in the future. As of June 30, 2025, CoreWeave had an accumulated deficit of $2.1 billion. While CoreWeave has historically experienced significant growth in revenue over the last two years, it cannot predict whether it will maintain this level of growth or when it will achieve profitability. CoreWeave also expect its operating expenses to increase in the future, including its general and administrative expenses as a result of increased costs associated with operating as a public company and as it continues to invest for its future growth, including expanding its research and development function to drive further development of its platform, continuing to invest in the technology infrastructure underlying its platform and data center expansion, expanding its sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations and new verticals, which will negatively affect its operating results if its total revenue does not increase.

CoreWeave’s operating efficiencies may decrease as it scales, and its revenue growth may slow as it grows. CoreWeave’s revenue could also decline for a number of other reasons, including reduced demand for its offerings, increased competition, a decrease in the growth or reduction in size of its overall market, or if it cannot capitalize on growth opportunities, including acquisitions and through new and enhanced solutions and services. Furthermore, to the extent CoreWeave’s anticipated cash payback period is longer than it expects, or if it fails to maintain or increase its revenue to offset increases in its operating expenses or manage its costs as it invests in its business, including if it does not maintain or improve its operating efficiencies, it may not achieve or sustain profitability, and if it cannot achieve and sustain profitability, its business, operating results, financial condition, and prospects will be adversely affected.

The industry in which CoreWeave competes is characterized by rapid technological change, changes in customer requirements, frequent new product and service introductions and enhancements, short product cycles, and evolving industry standards. In order to remain competitive, CoreWeave has made, and expect to continue to make, significant investments in its technology and infrastructure. If CoreWeave fails to further develop its platform or develop new and enhanced solutions, services, and technologies, if it focuses on technologies that do not become widely adopted, or if new competitive technologies or industry standards that it does not support become widely accepted, demand for its solutions and services may be reduced. Increased investments in technology and infrastructure or unsuccessful improvement efforts could cause CoreWeave’s cost structure to fall out of alignment with demand for its solutions and services, which would have a negative impact on its business, operating results, financial condition, and prospects.

It may become increasingly difficult to maintain and improve CoreWeave’s platform performance, especially during peak demand spikes and as its customer base grows and its platform becomes more complex. If CoreWeave’s platform is unavailable or if its customers are unable to access its platform within a reasonable amount of time or at all, it could experience a loss of customers, lost or delayed market acceptance of its platform, delays in payment to it by customers or issuance of credits to impacted customers, injury to its reputation and brand, warranty and legal claims against it, significant cost of remedying these problems, and the diversion of its resources. For example, in the past, CoreWeave has experienced, and it may in the future experience, insufficient power to service a customer’s project and have been required to provide service credits to that customer due to resulting performance issues. In addition, to the extent that it does not effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, its business, operating results, financial condition, and prospects, as well as its reputation, may be adversely affected.

Further, the hardware and software technology underlying CoreWeave’s platform is inherently complex and may contain material defects or errors, particularly when new solutions and services are first introduced or when new features or capabilities are released. CoreWeave has from time to time found defects or errors in its platform, and new defects or errors may be detected in the future by it or its customers. CoreWeave cannot ensure that its platform, including any new solutions and services that it releases, will not contain defects. Any real or perceived errors, failures, vulnerabilities, or bugs in CoreWeave’s platform could result in negative publicity or lead to data security, access, retention, or other performance issues, all of which could harm its business. CoreWeave also relies on third-party suppliers for the most significant components of the equipment it uses to operate its infrastructure. These third-party suppliers may also experience defects or errors in the products that CoreWeave utilizes in its platform, which would impact its platform and may result in performance problems or service interruptions. The costs incurred in correcting any such defects or errors, including those in third-party components, may be substantial and could harm CoreWeave’s business. Moreover, the harm to CoreWeave’s reputation and legal liability related to such defects or errors may be substantial and could similarly harm its business.

In addition, most of CoreWeave’s customer agreements and terms of service contain service level commitments. If CoreWeave is unable to meet the stated service level commitments due to performance problems or defects, it may be contractually obligated to provide the affected customers with service credits or refunds, which could significantly affect its revenue in the periods in which any issues occur and the credits or refunds are applied. As a result of degradation of service and interruptions to its platform, CoreWeave has provided, and may continue to provide, service credits and/or refunds to certain of its affected customers with whom it had service level commitments. CoreWeave could also face customer terminations with refunds of prepaid amounts, which could significantly affect both its current and future revenues. Any service level failures could harm CoreWeave’s business.

CoreWeave’s business depends on various IT systems and outsourced IT services. CoreWeave relies on third-party IT service providers, business partners, vendors, and suppliers to provide critical IT systems, corporate infrastructure, and other services and are, by necessity, dependent on them to adequately address cybersecurity threats to, and other vulnerabilities, defects, or deficiencies of or in their own systems. This includes infrastructure such as electronic communications, finance, marketing, and recruiting platforms and services such as IT network development and network monitoring, and third-party data center hosting of its systems for CoreWeave’s internal and customer use. CoreWeave does not own or control the operation of the third-party facilities or equipment used to provide such services. CoreWeave’s third-party vendors and service providers have no obligation to renew their agreements with it on commercially reasonable terms or at all. If CoreWeave is unable to renew these agreements on commercially reasonable terms, including with respect to service levels and cost, or at all, it may be required to transition to a new provider, and it may incur significant costs and possible service interruption in connection with doing so. In addition, such service providers could decide to close their facilities or change or suspend their service offerings without adequate notice to it. Moreover, any financial difficulties, such as bankruptcy, faced by such vendors, the nature and extent of which are difficult to predict, may harm CoreWeave’s business. Since CoreWeave cannot easily switch vendors without making other business trade-offs, any disruption with respect to its current providers would impact its operations and its business may be harmed. Furthermore, CoreWeave’s disaster recovery

systems and those of such third parties may not function as intended or may fail to adequately protect its business information in the event of a significant business interruption, Any termination, failure, or other disruption of any of such systems or services of CoreWeave’s third-party IT providers, business partners, vendors, and suppliers could lead to operating inefficiencies or disruptions, which could harm its business, operating results, financial condition, and prospects.

CoreWeave has a relatively short history operating its business at its current scale and have grown rapidly during that time. CoreWeave was founded in September 2017 and launched its CoreWeave Cloud Platform in 2020. Moreover, prior to 2022, CoreWeave had limited revenue, most of which was derived from its crypto mining offerings, which it has discontinued. CoreWeave’s limited operating history, including its limited history of selling its cloud infrastructure offering, the dynamic and rapidly evolving market in which it sells its platform, and the concentration of its revenue from a limited number of customers, as well as numerous other factors beyond its control, may make it difficult to evaluate its current business, prospects and other trends. CoreWeave has encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries and sectors, such as the risks and uncertainties described herein. Any predictions about CoreWeave’s future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable or established market. If CoreWeave’s assumptions regarding these risks and uncertainties are incorrect or change due to fluctuations in its markets, any material reduction in AI or machine learning spending, changes in demand for specialized AI cloud infrastructure, or otherwise, or if it does not address these risks successfully, its operating and financial results could differ materially from its expectations and its business, operating results, financial condition, and prospects would be adversely affected. CoreWeave cannot ensure that it will be successful in addressing these and other challenges it may face in the future. The risks associated with having a limited operating history may be exacerbated by current macroeconomic and geopolitical conditions discussed herein.

CoreWeave has a limited history selling access to its AI infrastructure and proprietary managed software and application services through its CoreWeave Cloud Platform under its current business model and it is continuing to scale its operations and evolve its go-to-market strategy. CoreWeave currently sells access to its platform either through committed contracts, which are take-or-pay, or on-demand, which are pay-as-you-go. For the three months ended June 30, 2025 and 2024, committed contracts accounted for over 98% and 96% of our revenue, respectively. For the six months ended June 30, 2025 and 2024, committed contracts accounted for over 98% and 95% of its revenue, respectively. There is no guarantee that in the future customers will continue to be willing to enter into, and that the industry will continue to support, a take-or-pay model, and any move towards a pay-as-you-go model will impact CoreWeave’s ability to forecast its expected cash flows and operating results, impact its margins, and affect its business, operating results, financial condition, and prospects. Moreover, CoreWeave’s committed contracts typically include a prepayment from its customers prior to them receiving any of its services. As of December 31, 2023, and 2024, the weighted-average prepayment across all its active contracts was 15% to 25% of the total contract value (“TCV”). The level of prepayments CoreWeave receives from customers may fluctuate over time as it continues to scale its operations and evolve its go-to-market strategy, customer base, and the use cases for its platform. Moreover, any changes in the timing or level of customer payments, including prepayments, would impact its cash flows. Furthermore, scaling CoreWeave’s operations and evolving its go-to-market strategy may take more time and require more effort to implement than anticipated and may have results that are difficult to predict which could result in decreased revenue from its customers. CoreWeave’s business and pricing models have not been fully proven, and it has only a limited operating history with its current business and pricing models to evaluate its business and prospects, which subjects it to a number of uncertainties, including its ability to plan for and model future growth. Moreover, its historical revenue growth should not be considered indicative of its future performance.

In order to grow CoreWeave’s business, it must continue to attract new customers in a cost-effective manner and enable these customers to realize the benefits associated with its platform. CoreWeave may experience difficulties demonstrating to customers the value of its platform and any new solutions and services that it offers. As CoreWeave

develops and introduces new solutions and services and add new and upgraded components of its platform (such as next-generation NVIDIA GPUs), it faces the risk that customers may not value or be willing to adopt these newer offerings, and may forgo adopting one or more newer generations of its existing offerings. Regardless of the improved features or superior performance of the newer offerings, customers may be unwilling to adopt CoreWeave’s platform due to design or pricing constraints, among other reasons. Even if customers choose to adopt its platform or new solutions and services that CoreWeave develops, they may be slow to do so. Because of the extensive time and resources that CoreWeave invests in research and development, if it is unable to sell new solutions and services, its revenue may decline and its business, operating results, financial condition, and prospects could be negatively affected. Historically, CoreWeave has used an internal sales team that is focused on responding to inbound inquiries, outbound prospecting targeting specific customers, expanding sales of its platform to existing customers, and expanding its revenue in specific markets to drive revenue growth. If its sales team is not successful at growing its customer base, its future growth will be impacted.

In addition, CoreWeave must persuade potential customers that its platform offers significant advantages over those of its competitors. As CoreWeave’s market matures, its solutions and services evolve, and competitors introduce lower cost and/or differentiated solutions or services that are perceived to compete with its platform, its ability to maintain or expand sales of its platform, solutions, and services could be impaired. Even if CoreWeave does attract new customers, the cost of new customer acquisition, implementation of its platform, and ongoing customer support may prove higher than anticipated, thereby adversely impacting its profitability.

Other factors, many of which are out of CoreWeave’s control, may now or in the future impact its ability to retain existing customers, attract new customers, and expand sales of its platform, solutions, and services to such customers in a cost-effective manner, including:

Some of CoreWeave’s customer contracts are on-demand and based on its terms of service, which do not require its customers to commit to a specific contractual period, and which permit the customer to terminate their contracts or decrease usage of its services with limited notice. Any service terminations could cause its operating results to fluctuate from quarter to quarter. CoreWeave’s customer retention may decline or fluctuate as a result of a number of factors, including its customers’ satisfaction with the security, performance, and reliability of its platform, its prices and usage plans, its customers’ AI development and use and related budgetary restrictions, the perception that competitive solutions and services provide better or less expensive options, negative public perception of it or its customers, and deteriorating general economic conditions.

CoreWeave’s future financial performance also depends in part on its ability to expand sales of its platform, solutions, and services to its existing customers. In order to expand CoreWeave’s commercial relationship with its customers, existing customers must decide that the increased cost associated with additional purchases of its platform, solutions, and services is justified by the additional functionality. CoreWeave’s customers’ decision whether to increase their purchase is driven by a number of factors, including customer satisfaction with the security, performance, and reliability of its platform, the

functionality of any new solutions and services CoreWeave may offer, general economic conditions, and customer reaction to its pricing model. If its efforts to expand its relationship with its existing customers are not successful, its business, operating results, financial condition, and prospects may materially suffer.

CoreWeave has grown, and may continue to grow, its direct sales force and its sales efforts have historically depended on the significant direct involvement of its senior management team, including Michael Intrator, its Chief Executive Officer, President, and Chairman of its board of directors. The successful execution of CoreWeave’s strategy to increase its sales to existing customers, identify new potential customers, expand its customer base, and enter new U.S. and non-U.S. markets will depend, among other things, on its ability to successfully build and expand its sales organization and operations. CoreWeave has and plan to continue to dedicate significant resources to sales and marketing programs and to expand its sales and marketing capabilities to target additional potential customers and achieve broader market adoption of its platform, but there is no guarantee that it will be successful in attracting and maintaining additional customers. Moreover, identifying, recruiting, training, and managing sales personnel requires significant time, expense, and attention, including from CoreWeave’s senior management and other key personnel, which could adversely impact its business, operating results, financial condition, and prospects in the short and long term.

In order to successfully scale its current top-down sales model and as AI use cases expand, CoreWeave may need to increase the size of its direct sales force, both in the United States and outside of the United States, while preserving the cultural and mission-oriented elements of its company. If CoreWeave does not hire a sufficient number of qualified sales personnel, its future revenue growth and business could be adversely impacted. It may take a significant period of time before CoreWeave’s sales personnel are fully trained and productive, particularly in light of its current sales model, and there is no guarantee it will be successful in adequately training and effectively deploying its sales personnel. In addition, CoreWeave has invested, and may need to continue investing, significant revenues in its sales operations to enable its sales organization to run effectively and efficiently, including supporting sales strategy planning, sales process optimization, data analytics and reporting, and administering incentive compensation arrangements. Furthermore, hiring personnel in new countries requires additional setup and upfront costs that it may not recover if those personnel fail to achieve full productivity in a timely manner. CoreWeave’s business would be adversely affected if its efforts to build, expand, train, and manage its sales organization are not successful. CoreWeave periodically makes adjustments to its sales organization in response to market opportunities, competitive threats, management changes, product introductions or enhancements, acquisitions, sales performance, increases in sales headcount, cost levels, and other internal and external considerations. Any future sales organization changes may result in a temporary reduction of productivity, which could negatively affect its rate of growth. In addition, any significant change to the way CoreWeave structures and implement the compensation of its sales organization may be disruptive or may not be effective and may affect its revenue growth. If CoreWeave it unable to attract, hire, develop, retain, and motivate qualified sales personnel, if its new sales personnel are unable to achieve sufficient sales productivity levels in a reasonable period of time or at all, if its marketing programs are not effective or if it is unable to effectively build, expand, and manage its sales organization and operations, its sales and revenue may grow more slowly than expected or materially decline, and its business, operating results, financing condition, and prospects may be significantly harmed.

The functionality and popularity of CoreWeave’s platform depend, in part, on its ability to integrate its platform with its customers’ existing technology, including other third-party technologies that its customers use in their businesses. CoreWeave’s customers, or the third parties whose solutions and services its customers utilize, may change the features of their technologies, restrict its access to their technologies, or alter the terms governing use of their technologies in a manner that makes its platform incompatible with their technologies, and which would adversely impact its ability to service its customers. Such changes could functionally limit or prevent CoreWeave’s ability to use these third-party technologies in conjunction with its platform, which would negatively affect the adoption of its platform and harm its business. If CoreWeave fails to integrate its platform with its customers’ technologies and with third-party technologies that its customers use, CoreWeave able to offer the functionality that its customers want or need, which could adversely impact its business.

CoreWeave believes that maintaining and enhancing its brand and its reputation is critical to continued market acceptance of its platform, its relationship with its existing customers and its ability to attract new customers. The successful promotion of CoreWeave’s brand will depend on a number of factors, including its ability to continue to provide reliable solutions and services that continue to meet the needs of its customers at competitive prices, its ability to successfully differentiate its platform from those of competitors, and the effectiveness of its marketing efforts. Further, industry standards continue to evolve and there is no consensus around performance benchmarks applied to CoreWeave and its competitors, which may impact its ability to promote its platform and its brand. Although CoreWeave believes it is important for its growth, its brand promotion activities may not be successful or yield increased revenue, and even if they do, any increased revenue may not offset the expenses it incurs in building its brand. If CoreWeave fails to successfully promote and maintain its brand, its business, operating results, financial condition, and prospects may be harmed.

In addition, independent industry and research firms often evaluate its offerings and provide reviews of its platform, as well as the solutions and services of its competitors, and perception of its platform in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of its competitors’ solutions and services, its brand may be adversely affected. CoreWeave’s offerings may experience capacity and operational issues for a number of reasons that may or may not be related to the efficacy of its offerings in real world environments. To the extent potential customers, industry analysts, or research firms believe that the occurrence of capacity or computing issues is a flaw or indicates that CoreWeave’s platform does not provide significant value, it may lose such potential customer opportunities, and its reputation, business, operating results, financial condition, and prospects may be harmed.

Although CoreWeave currently generates the majority of its revenue from large, established customers in the AI industry, it intends to increase the number of its enterprise 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, CoreWeave entered into a master services agreement with OpenAI, a private company, pursuant to which OpenAI has committed to pay it up to approximately $11.9 billion through October 2030. CoreWeave’s 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 its revenue is currently, and is expected for the foreseeable future to be, driven by a limited number of customers. CoreWeave manages its exposure to credit risk through receipt of prepayments under its committed contracts, credit analysis and monitoring procedures, and may use letters of credit, prepayments, and guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent CoreWeave’s policies and procedures prove to be inadequate, it could negatively affect its business, operating results, financial condition, and prospects. In addition, some of CoreWeave’s customers may be highly leveraged and subject to its own operating and regulatory risks and, even if its credit review and analysis mechanisms work properly, it may experience risks of non-payment and non-performance in its dealings with such parties. In such event, CoreWeave may remain responsible for expenditures for components, infrastructure, and data center leases and build-outs, as well as related financing that it has undertaken for which it may not receive corresponding revenue. CoreWeave does not currently maintain credit insurance to insure against customer credit risk. If CoreWeave’s customers fail to fulfill their contractual obligations, it may have an adverse effect on its business, operating results, financial condition, and prospects.

CoreWeave generates a small portion of its revenue outside of the United States, and conducts its business activities in various foreign countries, where it has limited experience, where the challenges of conducting its business can be significantly different from those it has faced in more developed markets and where business practices may create internal control risks including:

CoreWeave’s go-to-market approach currently focuses on a top-down sales model to drive demand and pipeline from the large AI labs and AI enterprises. Sales to such customers involve longer and more unpredictable sales cycles. Customers often view the purchase of CoreWeave’s platform as a significant strategic decision and, as a result, frequently require considerable time to evaluate, test, and qualify its platform prior to entering into or expanding a relationship with it. Large enterprises in particular, often undertake a significant evaluation process that further lengthens CoreWeave’s sales cycle.

CoreWeave’s direct sales team develops relationships with its customers, and works on account penetration, account coordination, sales, and overall market development. CoreWeave spends substantial time and resources on its sales efforts without any assurance that its efforts will produce a sale. Cloud infrastructure capacity purchases are frequently subject to budget constraints, multiple approvals, and unanticipated administrative, processing, and other delays. As a result, it is difficult to predict whether and when a sale will be completed. The failure of CoreWeave’s efforts to secure sales after investing resources in a lengthy sales process would adversely affect its business, operating results, financial condition, and prospects.

CoreWeave has limited experience with respect to determining the optimal prices for its platform. As the market for cloud infrastructure and AI and machine learning solutions mature, or as new competitors introduce new infrastructure solutions or services that are similar to or compete with CoreWeave’s, it may be unable to effectively optimize its prices through increases or decreases or attract new customers at its offered prices or based on the same pricing model as it has used historically. Further, competition continues to increase in the market segments in which CoreWeave participates, and it expects competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse offerings may reduce the price of any offerings that compete with CoreWeave’s or may bundle them with other solutions and services. This could lead customers to demand greater price concessions or additional functionality at the same price levels. As a result, in the future CoreWeave may be required to reduce its prices or provide more features and services without corresponding increases in price, which would adversely affect its business, operating results, financial condition, and prospects.

As part of CoreWeave’s business strategy, it has in the past and expects to continue to make investments in and/or acquire complementary companies, services, products, technologies, or talent. For example, in July 2025, we announced we had entered into the Merger Agreement with respect to the Merger. CoreWeave has also invested, including in the form of providing computing services, in certain privately held companies, and it may not realize a return on these investments. All of its acquisitions and venture investments are subject to a risk of partial or total loss of investment capital. CoreWeave’s ability as an organization to acquire and integrate other companies, services, or technologies in a successful manner is not guaranteed.

In the future, CoreWeave may not be able to find suitable acquisition candidates, and it may not be able to complete such acquisitions on favorable terms, if at all. CoreWeave’s due diligence efforts may fail to identify all of the challenges, problems, liabilities, or other shortcomings involved in an acquisition. Further, current and future changes to the U.S. and foreign regulatory approval process and requirements related to acquisitions may cause approvals to take longer than anticipated, not be forthcoming or contain burdensome conditions, which may prevent the transaction or jeopardize, delay or reduce the anticipated benefits of the transaction, and impede the execution of CoreWeave’s business strategy. If CoreWeave does complete acquisitions, it may not ultimately strengthen its competitive position or ability to achieve its business objectives, and any acquisitions it announces or completes could be viewed negatively by its customers or investors.

In addition, if CoreWeave is unsuccessful at integrating existing and future acquisitions, or the technologies and personnel associated with such acquisitions, into its company, the business, operating results, financing condition, and prospects of the combined company could be adversely affected. For example, in May 2025, CoreWeave acquired Weights & Biases, Inc. (“Weights & Biases”), an AI developer platform. There can be no assurance that

CoreWeave will be successful in its efforts to integrate Weights & Biases, its employees, and its products and services, into CoreWeave’s platform. Any integration process may require significant time and resources, and CoreWeave may not be able to manage the process successfully. CoreWeave may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, causing unanticipated write-offs or accounting (including goodwill) charges. Additionally, integrations could take longer than expected, or if CoreWeave moves too quickly in trying to integrate an acquisition, strategic investment, partnership, or other alliance, it may fail to achieve the desired efficiencies.

CoreWeave has, and may in the future have, to pay cash, incur debt, issue equity securities or provide computing services, to pay for any such acquisition, each of which could adversely affect its financial condition and the market price of its Class A common stock. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to CoreWeave’s stockholders, which, depending on the size of the acquisition, may be significant. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede CoreWeave’s ability to manage its operations.

Furthermore, CoreWeave’s ability to make acquisitions and finance acquisitions through the sale of equity or issuance of debt is limited by certain restrictions contained in its debt agreements.

Additional risks CoreWeave may face in connection with acquisitions include:

CoreWeave’s failure to address these risks or other problems encountered in connection with acquisitions and investments could cause it to fail to realize the anticipated benefits of these acquisitions or investments, cause it to incur unanticipated liabilities, and harm its business generally.

For additional risks relating to the Merger, see the section titled “—Risks relating to the Merger.”

The estimates of market opportunity and forecasts of market growth may prove to be inaccurate. Market opportunity estimates and growth forecasts, including those CoreWeave has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including the risks described herein. Even if the markets in which CoreWeave competes achieve the forecasted growth, its business could fail to grow at similar rates, if at all.

Further, if AI is not broadly adopted by enterprises to the extent CoreWeave expects, or if new use cases do not arise, then its opportunity may be smaller than it expects.

The variables that go into the calculation of CoreWeave’s market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers covered by its market opportunity estimates will purchase its platform at all or generate any particular level of revenue for it. Any expansion in the markets in which CoreWeave operates depends on a number of factors, including the cost, performance, and perceived value associated with its platform and those of its competitors. Even if the markets in which CoreWeave competes meet the size estimates and growth forecast, its business could fail to grow at similar rates, if at all. CoreWeave’s growth is subject to many factors, including its success in implementing its business strategy, which is subject to many risks and uncertainties. Accordingly, CoreWeave’s forecasts for market growth should not be taken as indicative of its future growth.

CoreWeave has in the past, and may in the future, enter into collaborations or strategic alliances with third parties in connection with the development, operation, and enhancements to its platform and the provision of its solutions and services. Identifying strategic relationships with third parties, and negotiating and documenting relationships with them, may be time-consuming and complex and may distract management. Moreover, CoreWeave may be delayed, or may not be successful, in achieving the objectives that it anticipates as a result of such strategic relationships. In evaluating counterparties in connection with collaborations or strategic alliances, CoreWeave considers a wide range of economic, legal, and regulatory criteria depending on the nature of such relationship, including the counterparties’ reputation, operating results, and financial condition, operational ability to satisfy its and its customers’ needs in a timely manner, efficiency and reliability of systems, certifications costs to it or to its customers, and licensure and compliance status. Despite this evaluation, third parties may still not meet CoreWeave’s or its customers’ needs which may adversely affect its ability to deliver solutions and services to customers and may adversely impact its business, operating results, financial condition, and prospects. Counterparties to any strategic relationship may have economic or business interests or goals that are, or that may become, inconsistent with CoreWeave’s business interests or goals, and may subject it to additional risks to the extent such third party becomes the subject of negative publicity, faces its own litigation or regulatory challenges, or faces other adverse circumstances. Conflicts may arise with CoreWeave’s strategic partners, such as the interpretation of significant terms under any agreement, which may result in litigation or arbitration which would increase its expenses and divert the attention of its management. If CoreWeave is unsuccessful in establishing or maintaining strategic relationships with third parties, its ability to compete or to grow its revenue could be impaired and its business, operating results, financial condition, and prospects could be adversely affected.

CoreWeave may enter into joint ventures in the future, including to develop and operate data centers. Certain sites that are intended to be utilized in joint ventures require investment for development. For example, in June 2025, CoreWeave entered into a joint venture with a third-party infrastructure developer, to support the acquisition and development of a multi-phase data center campus in Kenilworth, New Jersey. The success of these joint ventures will

also depend, in part, on the successful development of the data center sites, and CoreWeave may not realize all of the anticipated benefits. Such development may be more difficult, time-consuming, or costly than expected and could result in increased costs, decreases in the amount of expected revenues, and diversion of management’s time and energy, which could materially impact CoreWeave’s business, operating results, financial condition, and prospects. Additionally, if it is determined these sites are no longer desirable for the joint ventures, CoreWeave would need to adapt such sites for other purposes.

The success of any joint ventures will depend, in part, on the successful relationship between CoreWeave’s and its joint venture partners. A failure to successfully partner, or a failure to realize CoreWeave’s expectations for the joint ventures, including any contemplated exit strategy from a joint venture, could materially impact its business, operating results, financial condition, and prospects. These joint ventures could also be negatively impacted by inflation, supply chain issues, an inability to obtain financing on favorable terms or at all, an inability to fill the data center sites with customers as planned, and development and construction delays.

Further, in the future, CoreWeave may co-invest with other third parties through partnerships, joint ventures, or other entities in the future. These joint ventures could result in CoreWeave’s acquisition of non-controlling interests in, or shared responsibility for, managing the affairs of a property or portfolio of properties, partnership, joint venture, or other entity. CoreWeave may be subject to additional risks, including:

Each of these factors may result in returns on these investments being less than CoreWeave expects or in losses, and business, operating results, financial condition, and prospects may be adversely affected.

CoreWeave currently leases all of its data centers and office locations. However, CoreWeave could in the future make acquisitions that include real property, which would most likely be one or more data centers. As a result of any such acquisition, CoreWeave would directly own real property and become subject to the general risks associated with the ownership of real property, including:

Negative publicity about CoreWeave or its platform, solutions, or services, even if inaccurate or untrue, could adversely affect its reputation and the confidence in its platform, solutions, or services, which could harm its business, operating results, financial condition, and prospects. Harm to CoreWeave’s reputation can also arise from many other sources, including employee misconduct, which it has experienced in the past, and misconduct by its partners, consultants, suppliers, and outsourced service providers. Additionally, negative publicity with respect to CoreWeave’s partners or service providers could also affect its business, operating results, financial condition, and prospects to the extent that it relies on these partners or if its customers or prospective customers associate its company with these partners.

CoreWeave believes that the successful use of its platform requires a high level of support and engagement for many of its customers. In order to deliver appropriate customer support and engagement, CoreWeave must successfully assist its customers in deploying and continuing to use its platform, resolve performance issues, address interoperability challenges with the customers’ existing IT infrastructure, and respond to security threats and cyber-attacks and performance and reliability problems that may arise from time to time. Increased demand for customer support and cloud operations services, without corresponding increases in revenue, could increase CoreWeave’s costs and adversely affect its business, operating results, financial condition, and prospects.

Furthermore, there can be no assurance that CoreWeave will be able to hire sufficient support personnel as and when needed, particularly if its sales exceed its internal forecasts. CoreWeave expects to increase the number of its customers, and that growth may put additional pressure on its customer support and cloud operations services teams. CoreWeave’s customer support and cloud operations services teams may need additional personnel to respond to customer demand. CoreWeave may be unable to respond quickly enough to accommodate short-term increases in customer demand for services. To the extent that CoreWeave is unsuccessful in hiring, training, and retaining adequate support resources, its ability to provide high-quality and timely support to its customers will be negatively impacted, and its customers’ satisfaction and their purchase of its infrastructure could be adversely affected.

In addition, as CoreWeave continues to grow its operations and expand outside of the United States, it needs to be able to provide efficient services that meet its customers’ needs globally at scale, and its customer support and cloud operations services teams may face additional challenges, including those associated with operating the platforms and delivering support, training, and documentation in languages other than English and providing services across expanded time-zones. If CoreWeave is unable to provide efficient customer support services globally at scale, its ability to grow its operations may be harmed, and it may need to hire additional services personnel which could increase its expenses, and negatively impact its business, financial condition, operating results, and prospects.

CoreWeave’s future success is dependent, in part, on its ability to hire, integrate, train, manage, retain, and motivate the members of its management team and other key employees throughout its organization as well as members of its board of directors. The loss of key personnel, particularly Michael Intrator, its Chief Executive Officer, President, and Chairman of its board of directors, Brian Venturo, its Chief Strategy Officer, and Brannin McBee, its Chief Development Officer (collectively, its “Co-Founders”), as well as certain of its key marketing, sales, finance, support, network development, people team, or technology personnel, could disrupt its operations and have an adverse effect on its ability to grow its business.

Competition for highly skilled personnel is intense, especially in the New York City, San Francisco Bay, and Seattle areas where CoreWeave has a substantial presence and need for highly skilled personnel, and it may not be successful in hiring or retaining qualified personnel to fulfill its current or future needs. More generally, the technology industry, and the cloud infrastructure industry more specifically, is also subject to substantial and continuous competition for engineers with high levels of experience in designing, developing, and managing infrastructure and related services. Moreover, the industry in which it operates generally experiences high employee attrition. CoreWeave has, from time to time, experienced, and it expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. For example, in recent years, recruiting, hiring, and retaining employees with expertise in the AI computing industry has become increasingly difficult as the demand for AI computing infrastructure has increased as a result of the increase in AI and machine learning development, deployment, and demand. CoreWeave may be required to provide more training to its personnel than it currently anticipates. Further, labor is subject to external factors that are beyond its control, including its industry’s highly competitive market for skilled workers and leaders, cost inflation, overall macroeconomics, and workforce participation rates. Should CoreWeave’s competitors recruit its employees, its level of expertise and ability to execute its business plan would be negatively impacted.

Additionally, many of CoreWeave’s key personnel are, or will soon be, vested in a substantial number of shares of its common stock, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), or stock options. Employees may be more likely to terminate their employment with CoreWeave if the shares they own or the shares underlying their vested RSUs, RSAs, or options have significantly appreciated in value relative to the original purchase prices of the shares, exercise price of the options, or grant date values of the RSUs, or RSAs, or, conversely, if the exercise price of the options that they hold are significantly above the trading price of its Class A common stock.

Moreover, many of the companies with which CoreWeave competes for experienced personnel have greater resources than it has. CoreWeave’s competitors also may be successful in recruiting and hiring members of its management team, sales team, or other key employees, and it may be difficult for it to find suitable replacements on a timely basis, on competitive terms, or at all. CoreWeave has in the past, and may in the future, be subject to allegations that employees it hires have been improperly solicited, or that they have divulged proprietary or other confidential information or that their former employers own such employees’ inventions or other work product, or that they have been hired in violation of non-compete provisions or non-solicitation provisions.

In addition, job candidates and existing employees often consider the value of the equity awards and other compensation they receive in connection with their employment. If the perceived value of CoreWeave’s compensatory package declines or is subject to significant value fluctuations, it may adversely affect its ability to attract and retain highly skilled employees. CoreWeave may also change the composition of its compensation package to employees, including the amount or ratio of cash and equity compensation. Any increases to the amount of cash compensation will increase its cash expenditures, which may impact its business, operating results, financial condition, and prospects. Further, CoreWeave’s competitors may be successful in recruiting and hiring members of its management team or other key employees as well as directors, and it may be difficult for it to find suitable replacements on a timely basis, on competitive terms, or at all. In recent years, the increased availability of hybrid or remote working arrangements has expanded the pool of companies that can compete for its employees and employment candidates. CoreWeave has entered into offer letters with certain of its key employees, however these agreements are on an “at-will” basis, meaning they are able to terminate their employment with it at any time and it does not have employment agreements with all of its key employees. If CoreWeave fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects would be severely harmed.

CoreWeave believes that its corporate culture has been, and will continue to be, a key contributor to its success. If CoreWeave does not continue to maintain its corporate culture, which includes its focus on its customers, as it grows and evolves, including as it continues to grow in headcount, it could harm its ability to foster the drive, innovation, inclusion, creativity, and teamwork that it believes is important to support its growth. As CoreWeave implements more complex organizational structures, it may find it increasingly difficult to maintain the beneficial aspects of its corporate culture, which could negatively impact its future success.

CoreWeave relies on a combination of trademark, copyright, trade secret, patent, unfair competition, and other related laws in the United States and internationally, as well as confidentiality agreements and contractual provisions with its customers, third-party manufacturing partners, joint venture partners, employees, and consultants to protect its technology and intellectual property rights. Despite CoreWeave’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of its platform or obtain and use information that it regards as proprietary. In particular, CoreWeave is unable to predict or assure that:

CoreWeave customarily enters into confidentiality or license agreements with its employees, consultants, vendors, and customers, and makes significant efforts to limit access to and distribution of its proprietary information. However, such agreements may not be enforceable in full or in part in all jurisdictions and any breach could negatively affect CoreWeave’s business and its remedy for such breach may be limited. The contractual provisions that CoreWeave enters into may not prevent unauthorized use or disclosure of its proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of its proprietary technology or intellectual property rights. Lastly, the measures CoreWeave employs to limit the access and distribution of its proprietary information may not prevent unauthorized use or disclosure of its proprietary technology or intellectual property. As such, CoreWeave cannot guarantee that the steps taken by it will prevent infringement, violation, or misappropriation of its technology.

CoreWeave pursues the registration of its trademarks, service marks, patents, and domain names in the United States and in certain foreign jurisdictions. These processes are expensive and may not be successful in all jurisdictions or for every such application, and CoreWeave may not pursue such protections in all jurisdictions that may be relevant, for all its goods or services or in every class of goods and services in which it operates. As such, policing unauthorized use of its technology or platform is difficult. Additionally, CoreWeave may not be able to obtain, maintain, protect, exploit, defend, or enforce its intellectual property rights in every foreign jurisdiction in which it operates. For example, effective trade secret protection may not be available in every country in which CoreWeave’s platform is available or where it has employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with CoreWeave’s platform by copying functionality. Any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which CoreWeave operates may compromise its ability to enforce its trade secret and intellectual property rights. In addition, CoreWeave believes that the protection of its trademark rights is an important factor in product recognition, protecting its brand and maintaining goodwill and if it does not adequately protect its rights in trademarks from infringement, any goodwill that it has developed in those trademarks could be lost or impaired, which could harm its brand and its business. The legal systems of certain countries do not favor the enforcement of trademarks trade secrets, and other intellectual property and proprietary protection, which could make it difficult for it to stop the infringement, misappropriation, dilution, or other violation of its intellectual property or marketing of competing platforms, solutions, or services in violation of its intellectual property rights generally. Any changes in, or unexpected interpretations of, intellectual property laws may compromise its ability to enforce its intellectual property rights. If CoreWeave fails to maintain, protect and enhance its intellectual property rights, its business, operating results, financial condition, and prospects may be harmed.

In addition, defending CoreWeave’s intellectual property rights through litigation might entail significant expense. Such litigation could result in substantial costs and diversion of resources and could negatively affect CoreWeave’s business, operating results, financial condition, and prospects. If CoreWeave is unable to protect its proprietary rights, it could find itself at a competitive disadvantage to others who need not incur the additional expense, time, and effort required to create its platform and other innovative offerings that have enabled it to be successful to date. Moreover, CoreWeave may need to expend additional resources to defend its intellectual property rights in foreign countries, and its inability to do so could impair its business or adversely affect its international expansion.

Third parties have claimed and may, in the future, claim, that CoreWeave’s current or future offerings infringe their intellectual property rights, and such claims may result in legal claims against it, its third-party partners, and its customers. These claims may be time consuming, costly to defend or settle, damage CoreWeave’s brand and reputation, harm its customer relationships, and create liability for it. Contractually, CoreWeave is expected to indemnify its partners and customers for these types of claims. CoreWeave expects the number of such claims (whether warranted or not) to increase, particularly as a public company with an increased profile and visibility, as the level of competition in its market grows, as the functionality of its offerings overlaps with that of other cloud infrastructure companies, and as the volume of issued hardware and software patents and patent applications continues to increase. CoreWeave generally agrees in its customer and partner contracts to indemnify customers for certain expenses or liabilities they incur as a result of third-party intellectual property infringement claims associated with its platform. To the extent that any claim arises as a result of third-party technology CoreWeave has licensed for use in its platform, it may be unable to recover from the appropriate third party any expenses or other liabilities that it incurs.

Companies in the cloud infrastructure and technology industries, including some of CoreWeave’s current and potential competitors, may own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by CoreWeave’s existing intellectual property protections have sought and may, in the future, seek to assert patent claims against it. From time to time, third parties, including certain of these leading companies, have invited CoreWeave to license their patents and may, in the future, assert patent, copyright, trademark, or other intellectual property rights against it, its third-party partners, or its customers. CoreWeave may in the future receive notices that claim it has misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent it gains greater market visibility, it faces a higher risk of being the subject of intellectual property infringement claims.

There may be third-party intellectual property rights that cover significant aspects of CoreWeave’s technologies or business methods and assets. In the event that CoreWeave engages software engineers or other personnel who were previously engaged by competitors or other third parties, it may be subject to claims that those personnel inadvertently or deliberately incorporate proprietary technology of third parties into its platform or have improperly used or disclosed trade secrets or other proprietary information. CoreWeave may also in the future be subject to claims by its third-party manufacturing partners, employees, or contractors asserting an ownership right in its intellectual property as a result of the work they performed on its behalf. In addition, CoreWeave may lose valuable intellectual property rights or personnel. A loss of key personnel or CoreWeave’s work product could hamper or prevent its ability to develop, market, and support potential offerings and platform enhancements, which could severely harm its business.

Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert its management’s attention and other resources. These claims could also subject CoreWeave to significant liability for damages, potentially including treble damages if it is found to have willfully infringed patents or copyrights, and may require it to indemnify its customers for liabilities they incur as a result of such claims. These claims could also result in CoreWeave having to stop using technology found to be in violation of a third party’s rights. CoreWeave might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, CoreWeave could be required to pay significant royalties, which would increase its operating expenses. Alternatively, CoreWeave could be required to

develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of its platform. If CoreWeave cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of its business, it would be forced to limit or stop sales of its platform and may be unable to compete effectively. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of CoreWeave common stock. Any of these results would adversely affect CoreWeave’s business, operating results, financial condition, and prospects.

CoreWeave currently incorporates, and will in the future incorporate, technology that it licenses from third parties, including software, into its offerings. If CoreWeave is unable to continue to use or license these technologies on reasonable terms, or if these technologies become unreliable, unavailable, or fail to operate properly, it may not be able to secure adequate alternatives in a timely manner or at all, and its ability to offer its solutions and remain competitive in its market would be harmed. Further, licensing technologies from third parties exposes CoreWeave to increased risk of being the subject of intellectual property infringement and vulnerabilities due to, among other things, its lower level of visibility into the development process with respect to such technology and the care taken to safeguard against risks. CoreWeave cannot be certain that its licensors do not or will not infringe on the intellectual property rights of third parties or that its licensors have or will have sufficient rights to the licensed intellectual property in all jurisdictions in which it may sell its platform. Some of CoreWeave’s agreements with its licensors may be terminated by them for convenience, or otherwise provide for a limited term. If CoreWeave is unable to continue to license technology because of intellectual property infringement claims brought by third parties against its licensors or against it, or if it is unable to continue its license agreements or enter into new licenses on commercially reasonable terms, its ability to develop and sell its platform containing or dependent on that technology would be limited, and its business, including its financial condition, cash flows, and operating results could be harmed.

Additionally, if CoreWeave is unable to license technology from third parties, it may be forced to acquire or develop alternative technology, which it may be unable to do in a commercially feasible manner, or at all, and may require it to use alternative technology of lower quality or performance standards. This could limit or delay CoreWeave’s ability to offer new or competitive offerings and increase its costs. Third-party software CoreWeave relies on may be updated infrequently, unsupported, or subject to vulnerabilities that may not be resolved in a timely manner, any of which may expose its solutions to vulnerabilities. Any impairment of the technologies or of CoreWeave’s relationship with these third parties could harm its business, operating results, financial condition, and prospects.

CoreWeave uses open-source software in its solutions and services and may continue to use open-source software in the future. Certain open-source licenses contain requirements that CoreWeave make available source code for modifications or derivative works it creates. If CoreWeave combines its proprietary software with open-source software in a certain manner, it could, under certain open-source licenses, be required to release the source code of its proprietary software to the public on unfavorable terms or at no cost. Any actual or claimed requirement to disclose CoreWeave’s proprietary source code or pay damages for breach of contract may allow its competitors to create similar products with lower development effort and time and, ultimately, could result in a loss of sales for it.

The use and distribution of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, which they are not typically required to maintain and update, and they can change the license terms on which they offer the open-source software. Although CoreWeave believes that it has complied with its obligations under the applicable licenses for open-source software, it is possible that it may not be aware of all instances where open-source software has been incorporated into its proprietary software or used in connection with its solutions or its corresponding obligations under open-source. CoreWeave takes steps to monitor its use of open-source software in an effort both to comply with the terms of the applicable open-source licenses and to avoid subjecting its platform to conditions it does not intend, but there are

risks associated with use of open-source software that cannot be eliminated and could negatively affect its business. CoreWeave relies on multiple software programmers to design its proprietary software and, while it takes steps to vet software before it is incorporated into its proprietary software and monitor the software incorporated into its proprietary software, it cannot be certain that its programmers have not incorporated open-source software into its proprietary software that it intends to maintain as confidential or that they will not do so in the future. In addition, the wide availability of source code used in CoreWeave’s offerings could expose it to security vulnerabilities. Such use, under certain circumstances, could materially adversely affect CoreWeave’s business, operating results, financial condition, and prospects, as well as its reputation, including if it is required to take remedial action that may divert resources away from its development efforts.

On occasion, companies that use open-source software have faced claims challenging their use of open-source software or compliance with open-source license terms. There is evolving legal precedent for interpreting the terms of certain open-source licenses, including the determination of which works are subject to the terms of such licenses. The terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in ways that could impose unanticipated conditions or restrictions on CoreWeave’s ability to commercialize any offerings incorporating such software. Moreover, CoreWeave cannot ensure that its processes for controlling its use of open-source software in its platform will be effective. From time to time, CoreWeave may face claims from third parties asserting ownership of, or demanding release of, the open-source software or derivative works that it developed using such software (which could include its proprietary source code), or otherwise seeking to enforce the terms of the applicable open-source license. These claims, regardless of validity, could result in time consuming and costly litigation, divert management’s time and attention away from developing the business, expose it to customer indemnity claims, or force it to disclose source code. Litigation could be costly for it to defend, result in paying damages, entering into unfavorable licenses, have a negative effect on CoreWeave’s business, operating results. financial condition, and prospects, or cause delays by requiring it to devote additional research and development resources to change its solution.

CoreWeave is subject to laws and regulations, including governmental export and import controls, that could subject it to liability or impair its ability to compete in its markets. CoreWeave’s platform and related technology are subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations (also known as “EAR”), and it and its employees, representatives, contractors, agents, intermediaries, and other third parties are also subject to various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control and other U.S. government agencies. Changes to sanctions and export or import restrictions in the jurisdictions in which CoreWeave operates could further impact its ability to do business in certain parts of the world and to do business with certain persons and entities, which could adversely affect its business, operating results, financial condition, and prospects. In particular, CoreWeave is continuing to monitor recent and forthcoming developments in export controls with respect to the semiconductor industry and their impact on its sourcing of equipment for its computing infrastructure. In addition, CoreWeave is monitoring the January 29, 2024 proposed rule from the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”), which if implemented as proposed, would impose requirements on Infrastructure-as-a-Service providers and their foreign resellers to verify the identity and beneficial ownership of foreign person customers and to perform related reporting to BIS, as well as provide BIS authority to restrict certain Infrastructure-as-a-Service transactions with foreign persons. While CoreWeave has implemented certain procedures to facilitate compliance with applicable laws and regulations, it cannot ensure that these procedures are fully effective or that it, or third parties who it does not control, have complied with all laws or regulations in this regard. Failure by CoreWeave’s employees, representatives, contractors, partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations also could have negative consequences to it, including reputational harm, government investigations, loss of export privileges and penalties. Changes in CoreWeave’s platform, and changes in or promulgation of new export and import regulations, may create delays in the introduction of its platform into international markets, prevent its customers with international operations from deploying its platform globally or, in some cases, prevent the export or import of its platform to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased sales of

CoreWeave’s platform, solutions, and services, or in its decreased ability to export or sell its platform, to existing or potential customers with international operations. Any decreased sales of CoreWeave’s platform, solutions, and services or limitation on its ability to export or sell its platform would adversely affect its business, operating results, financial condition, and prospects.

CoreWeave is also subject to the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), the United Kingdom Bribery Act 2010 (the “Bribery Act”), and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws in the United States and other countries in which it conducts activities. Anti-corruption and anti-bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit companies and their employees, agents, intermediaries, and other third parties from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the public, and in certain cases, private sector. CoreWeave leverages third parties, including intermediaries and agents, to conduct its business in the United States and abroad, to sell its platform. CoreWeave and these third parties may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and it may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, its employees, representatives, contractors, partners, agents, intermediaries, and other third parties, even if it does not explicitly authorize such activities. CoreWeave cannot ensure that its policies and procedures to address compliance with FCPA, the Bribery Act, and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws, will be effective, or that all of its employees, representatives, contractors, partners, agents, intermediaries, or other third parties have not taken, or will not take actions, in violation of its policies and applicable law, for which it may be ultimately held responsible. As CoreWeave increases its international sales and business, its risks under these laws may increase. Noncompliance with these laws could subject it to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage, and other consequences. Any investigations, actions, or sanctions could harm CoreWeave’s reputation, business, operating results, financial condition, and prospects.

Various local, state, federal, and international laws, directives, and regulations apply to CoreWeave’s collection, use, retention, protection, disclosure, transfer, and processing of personal information. These data protection and privacy laws and regulations are subject to uncertainty and continue to evolve in ways that could adversely impact CoreWeave’s business. These laws have a substantial impact on CoreWeave’s operations both in the United States and internationally and compliance with new and existing laws may result in significant costs due to implementation of new processes, which could ultimately hinder its ability to grow its business by extracting value from its data assets.

In the United States, state and federal lawmakers and regulatory authorities have increased their attention on the collection and use of user data. For example, in California, the California Consumer Privacy Act of 2018 (as amended, the “CCPA”) requires companies that hit certain broad revenue or data processing related thresholds to, among other things, provide new disclosures to California users, and affords such users new privacy rights such as the ability to opt-out of certain processing of personal information and expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared. The CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase security breach litigation. In addition, other states have enacted laws that contain obligations similar to the CCPA that have taken effect or will take effect in coming years and many others continue to propose similar laws, or are considering proposing similar laws. CoreWeave cannot fully predict the impact of recently proposed or enacted laws or regulations on its business or operations, but compliance may require it to modify its data processing practices and policies incurring costs and expense. Further, to the extent multiple state-level laws are introduced with inconsistent or conflicting standards, it may require costly and difficult efforts to achieve compliance with such laws. CoreWeave’s failure or perceived

failure to comply with state or federal privacy laws or regulations passed in the future could have a material adverse effect on its business, including how it uses personal information, its business, operating results, financial condition, and prospects and could expose it to regulatory investigations or possible fines.

Additionally, many foreign countries and governmental bodies, including the European Union, United Kingdom, Canada, and other jurisdictions in which CoreWeave operates or conducts its business, have laws and regulations concerning the collection, use, processing, storage, and deletion of personal data obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Such laws and regulations may require companies to implement new privacy and security policies, permit individuals to access, correct, and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, require that certain types of data be retained on local servers within these jurisdictions, and, in some cases, obtain individuals’ affirmative opt-in consent to collect and use personal information for certain purposes. The increased focus on data sovereignty and data localization requirements around the world could also impact CoreWeave’s business model with respect to the storage, management, and transfer of data.

CoreWeave is subject to the European Union’s General Data Protection Regulation and the United Kingdom’s General Data Protection Regulation (collectively, the “GDPR”), which comprehensively regulate its use of personal data, including cross-border transfers of personal data out of the European Economic Area (“EEA”) and the U.K. The GDPR imposes stringent privacy and data protection requirements, and could increase the risk of non-compliance and the costs of providing CoreWeave’s services in a compliant manner. A breach of the GDPR could result in regulatory investigations, reputational damage, fines and sanctions, orders to cease or change CoreWeave’s processing of its data, enforcement notices, or assessment notices (for a compulsory audit). For example, if regulators assert that CoreWeave has failed to comply with the GDPR, it may be subject to fines. Since CoreWeave is subject to the supervision of relevant data protection authorities under multiple legal regimes (including separately in both the E.U. and the U.K.), it could be fined under those regimes independently in respect of the same breach. CoreWeave may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

The GDPR prohibits transfers of personal data from the EEA or U.K. to countries not formally deemed adequate by the European Commission or the U.K. Information Commission Office, respectively, including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) is implemented. The mechanisms that CoreWeave and many other companies, including its customers, rely upon for European and U.K. data transfers (for example, Standard Contractual Clauses or the E.U.-U.S. Data Privacy Framework) are the subject of legal challenge, regulatory interpretation, and judicial decisions by the Court of Justice of the European Union. The suitability of Standard Contractual Clauses for data transfer in some scenarios has recently been the subject of legal challenge, and while the United States and the European Union reached agreement on the E.U.-U.S. Data Privacy Framework (and similar agreements were reached with respect to the U.K.), there are legal challenges to that data transfer mechanism as well. CoreWeave expects the legal complexity and uncertainty regarding international personal data transfers to continue, and as the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, it could suffer additional costs, complaints, and/or regulatory investigations or fines; it may have to stop using certain tools and vendors and make other operational changes; it may have to implement alternative data transfer mechanisms under the GDPR and/or take additional compliance and operational measures; and/or it could otherwise affect the manner in which it provides its services, and could adversely affect its business, operating results, financial condition, and prospects.

CoreWeave is also subject to evolving U.S., E.U., and U.K. privacy laws governing cookies, tracking technologies, and e-marketing. In the United States, plaintiffs are increasingly making use of existing laws such as the California Invasion of Privacy Act to litigate use of tracking technologies. In the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem. In the European Union, informed consent, including a prohibition on pre-checked consents and a requirement to ensure separate consents for each cookie, is required for the placement of a non-essential cookie or similar technologies on a user’s device and for direct electronic marketing. As regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of CoreWeave’s marketing activities, divert the attention of its technology personnel, negatively impact its efforts to understand users, adversely affect its margins, increase costs, and subject it to additional liabilities.

There is a risk that as CoreWeave expands, it may assume liabilities for breaches experienced by the companies it acquires. Additionally, there are potentially inconsistent world-wide government regulations pertaining to data protection and privacy. Despite CoreWeave’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security, it is possible that its practices, offerings, or platform could fail, or be alleged to fail to meet applicable requirements. For instance, there are changes in the regulatory landscape relating to new and evolving technologies, such as generative AI. Changes to existing regulations, their interpretation or implementation, or new regulations could impede any potential use or development of AI Technologies, which could impair CoreWeave’s competitive position and result in an adverse effect on its business, operating results, financial condition, and prospects. CoreWeave’s failure, or the failure by its third-party providers or partners, to comply with applicable laws or regulations and to prevent unauthorized access to, or use or release of personal information, or the perception that any of the foregoing types of failure has occurred, even if unfounded, could subject it to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, severe criminal, or civil sanctions, damage its reputation, or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect CoreWeave’s business, operating results, financial condition, and prospects.

CoreWeave’s business is subject to regulation by various federal, state, local, and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety and environmental laws, including those related to energy usage and energy efficiency requirements, privacy and data protection laws, AI, financial services laws, anti-bribery laws, sanctions, national security, import and export controls, anti-boycott, federal securities laws, and tax laws and regulations.

For example, government authorities have in the past sought to restrict data center development based on environmental considerations and have imposed moratoria on data center development, citing concerns about energy usage, requiring new data centers to meet energy efficiency requirements. CoreWeave may face higher costs from any laws requiring enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on back-up power sources, or other environmental requirements.

In certain foreign jurisdictions, these regulatory requirements may be more stringent than those in the United States. These laws and regulations are subject to change over time and thus CoreWeave must continue to monitor and dedicate resources to ensure continued compliance. In particular, the global AI regulatory environment continues to evolve as regulators and lawmakers have started proposing and adopting, or are currently considering, regulations and guidance specifically on the use of AI. Non-compliance with applicable regulations or requirements could subject CoreWeave to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions and jail time for responsible employees and managers. If any governmental sanctions are imposed, or if CoreWeave does not prevail in any possible civil or criminal litigation, its business, operating results, financial condition, and prospects could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm CoreWeave’s business, operating results, financial condition, and prospects.

From time to time, CoreWeave may be subject to claims, suits, and other proceedings. Regardless of the outcome, legal proceedings can have an adverse impact on it because of legal costs and diversion of management attention and resources, and could cause it to incur significant expenses or liability, adversely affect its brand recognition, or require it to change its business practices. The expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect CoreWeave’s business, operating results, financial condition, and prospects. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties that would adversely affect CoreWeave’s business, financial condition, operating results, or cash flows in a particular period. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders requiring a change in CoreWeave’s business practices. Because of the potential risks, expenses, and uncertainties of litigation, CoreWeave may, from time to time, settle disputes, even where it has meritorious claims or defenses, by agreeing to settlement agreements. Because litigation is inherently unpredictable, CoreWeave cannot ensure that the results of any of these actions will not have a material adverse effect on its business, operating results, financial condition, and prospects. Any of these consequences could adversely affect CoreWeave’s business, operating results, financial condition, and prospects.

CoreWeave are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of the Nasdaq. CoreWeave expects that the requirements of these rules and regulations will continue to increase its legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on its personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that CoreWeave maintain effective disclosure controls and procedures, and internal control, over financial reporting. CoreWeave is continuing to develop and refine its disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure information required to be disclosed by it in its financial statements and in the reports that it will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to its principal executive and financial officers. In order to maintain and improve the effectiveness of CoreWeave’s internal controls and procedures, it has expended, and anticipates that it will continue to expend, significant resources, including accounting-related costs and significant management oversight.

CoreWeave is required to maintain internal control over financial reporting and to evaluate and determine the effectiveness of its internal control over financial reporting. Beginning with CoreWeave’s annual report on Form 10-K for the year ending December 31, 2026, it will be required to provide a management report on internal control over financial reporting, and it also expects its independent registered public accounting firm will be required to formally attest to the effectiveness of its internal control over financial reporting. Neither CoreWeave nor its independent registered public accounting firm were required to, and therefore did not, perform an evaluation of its internal control over financial reporting as of or for any period included in its financial statements, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. However, while preparing the financial statements that are included in the Prospectus, CoreWeave identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in CoreWeave’s control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified pertained to the lack of effectively designed, implemented, and maintained IT general controls over applications that support CoreWeave’s financial reporting processes, insufficient segregation of duties across financially relevant functions, and lack of sufficient number of qualified personnel within its accounting, finance, and operations functions who possessed an appropriate level of expertise to provide reasonable assurance that transactions were being appropriately recorded and disclosed. CoreWeave has concluded that these material weaknesses existed because it did not have the necessary business processes, systems, personnel, and related internal controls.

As of June 30, 2025, management had completed the following remedial actions to help address these material weaknesses:

While management has made improvements to CoreWeave’s control environment and business processes to support and scale with its growing operations, the identified material weaknesses remain un-remediated. CoreWeave expects that its remediation efforts will continue to take place in 2025 and 2026, and include the following:

CoreWeave may not be able to fully remediate these material weaknesses until these steps have been completed and the internal controls have been operating effectively for a sufficient period of time. This evaluation process, including testing the effectiveness of the remediation efforts, is expected to extend into 2026. Additionally, as stated above, CoreWeave has not performed an evaluation of its internal control over financial reporting; accordingly, it cannot ensure that it has identified all, or that it will not in the future have additional, material weaknesses. Further, to the extent CoreWeave acquires other businesses, the acquired company may not have a sufficiently robust system of internal controls and it may uncover new deficiencies. Material weaknesses may still exist when CoreWeave reports on the effectiveness of its internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with its annual report on Form 10-K for the year ending December 31, 2026.

The process of designing and implementing internal control over financial reporting required to comply with the disclosure and attestation requirements of Section 404 of the Sarbanes-Oxley Act will be time consuming and costly. If during the evaluation and testing process CoreWeave identifies additional material weaknesses in its internal control over financial reporting or determine that existing material weaknesses have not been remediated, its management will be unable to assert that its internal control over financial reporting is effective. Even if CoreWeave’s management concludes that its internal control over financial reporting is effective, its independent registered public accounting firm may conclude that there are material weaknesses with respect to its internal control over financial reporting. If CoreWeave is unable to assert that its internal control over financial reporting is effective, or when required in the future, if its independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of its internal control over financial reporting, investors may lose confidence in the accuracy and completeness of its financial reports, the market price of its stock could be adversely affected and it could become subject to litigation or investigations by the stock exchange on which its securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Further, as a public company, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could harm CoreWeave’s business, operating results, financial condition, and prospects.

As a public company, CoreWeave will incur significant legal, accounting, compliance, and other expenses that it did not incur as a private company. CoreWeave’s management and other personnel dedicate a substantial amount of time and incur significant expense in connection with compliance initiatives. As a public company, CoreWeave bears all of the internal and external costs of preparing and distributing periodic public reports in compliance with its obligations under the U.S. securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, and the related rules and regulations implemented by the SEC have increased legal and financial compliance costs and will make some compliance activities more time-consuming. CoreWeave has invested, and will continue to invest, resources to comply with evolving laws, regulations, and standards, and this investment has resulted, and will continue to result, in increased general and administrative expenses and may divert management’s time and attention from its other business activities. If CoreWeave’s efforts to comply with new laws, regulations, and

standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against it, and its business may be harmed. In connection with CoreWeave’s IPO, it increased its directors’ and officers’ insurance coverage, which increased its insurance-related cost. In the future, it may be more expensive or more difficult for CoreWeave to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain and maintain the same or similar coverage. These factors would also make it more difficult for CoreWeave to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

29,874,066 shares of CoreWeave’s Class A common stock were issued to holders of its Series C convertible preferred stock upon conversion thereof (the “Put Shares”) in connection with CoreWeave’s initial public offering in March 2025 (the “IPO”) and are subject to a right to be “put” to it (the “Put Right”) on the first trading day immediately after March 31, 2027, which is the second anniversary of the closing of its IPO (the “Public Sale Date”). Upon exercise of the Put Right, holders of the Put Shares would be entitled to receive from it an amount in cash equal to the original issue price per share of the Series C convertible preferred stock, which was $38.95 (the “Series C OIP”), representing an aggregate payment of $1.2 billion. The Put Right will automatically terminate (on a share by share basis) on the date on which (i) such share is assigned, sold or transferred publicly or (ii) its Class A common stock has a 20 day volume-weighted average price in any consecutive 30 trading day period of at least 175% of the Series C OIP at any point on or prior to the Public Sale Date during which Coatue Management, L.L.C. is not subject to a contractual lock-up agreement (clauses (i) and (ii) collectively, an “Exercise Termination Event”). If (i) there is a sale of CoreWeave prior to the Public Sale Date and (ii) there has not yet occurred an Exercise Termination Event, the Class A common stockholders still holding Put Shares shall be entitled in such sale transaction to receive the greater of (x) the consideration received per share the holders of its Class A common stock are entitled to receive in such sale transaction and (y) an amount in cash equal to the Series C OIP per share.

CoreWeave may not have enough available cash at the time it is required to repurchase the Put Shares, and it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity or debt capital on terms that may be onerous or highly dilutive in order to make these repurchases. Further, any payments of cash used to repurchase the Put Shares will divert CoreWeave’s cash flow from its business operations and could impact its business initiatives. Any significant repurchase of the Put Shares would adversely affect CoreWeave’s business, operating results, financial condition, and prospects.

CoreWeave is subject to U.S. federal, state, and local income taxes, sales, and other taxes in the United States and income taxes, withholding taxes, transaction taxes and other taxes in numerous foreign jurisdictions. Significant judgment is required in evaluating CoreWeave’s tax positions and its worldwide provision for income taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. In addition, CoreWeave’s future income tax obligations could be adversely affected by changes in, or interpretations of, tax laws in the United States or in other jurisdictions in which it operates.

For example, the United States tax law legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 significantly reformed the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), reducing U.S. federal tax rates, making sweeping changes to rules governing international business operations, and imposing significant additional limitations on tax benefits, including the deductibility of interest and the use of net operating loss (“NOL”) carryforwards. Effective from CoreWeave’s taxable years beginning January 1, 2022 through its taxable year beginning January 1, 2024, the Tax Cuts and Jobs Act also required capitalization of research and certain software development expenses and amortization of such expenses over a period of five years if incurred in the United States and fifteen years if incurred outside the United States. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the “IRA”) into law. The IRA contains certain tax measures, including a corporate alternative minimum tax of 15% on some large corporations and an excise tax of 1% on certain corporate stock buy-backs taking place after December 31, 2022. On July 4, 2025, the legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA amends key provisions of the tax code, including modifications to bonus

depreciation, domestic research cost expensing, and the business interest expense limitation. CoreWeave is still evaluating any changes required to its financial statements as a result of the OBBBA, which will be reflected on CoreWeave’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025.

In addition, the Organization for Economic Cooperation and Development (“OECD”) Inclusive Framework of 137 jurisdictions have joined a two-pillar plan to reform international taxation rules. The first pillar is focused on the allocation of taxing rights between countries for in-scope multinational enterprises that sell goods and services into countries with little or no local physical presence and is intended to apply to multinational enterprises with global turnover above €20 billion. The second pillar is focused on developing a global minimum tax rate of at least 15% applicable to in-scope multinational enterprises and is intended to apply to multinational enterprises with annual consolidated group revenue in excess of €750 million. CoreWeave is still evaluating the impact of the OECD pillar one and pillar two rules as they continue to be refined by the OECD and implemented by various national governments. However, it is possible that the OECD pillar one and pillar two rules, as implemented by various national governments, could adversely affect CoreWeave’s effective tax rate or result in higher cash tax liabilities.

Due to the expanding scale of CoreWeave’s international business activities, these types of changes to the taxation of its activities could impact the tax treatment of its foreign earnings, increase its worldwide effective tax rate, increase the amount of taxes imposed on its business, and harm its financial position. Such changes may also apply retroactively to its historical operations and result in taxes greater than the amounts estimated and recorded in its financial statements.

As of December 31, 2024, CoreWeave had aggregate U.S. federal and state NOL carryforwards of $3.6 billion and $61 million, respectively, which may be available to offset future taxable income for U.S. income tax purposes. As of December 31, 2024, CoreWeave had $3.6 billion in federal NOL carryforwards, almost all of which can be carried forward indefinitely. As of December 31, 2024, CoreWeave had state NOL carryforwards of $61 million, of which $30 million can be carried forward indefinitely. If the NOL carryforwards are not utilized, $31 million will expire in varying amounts between the years 2032 and 2044. As of December 31, 2024, CoreWeave had foreign NOL carryforwards of $5 million that can be carried forward indefinitely. Realization of these net operating loss and research and development credit carryforwards depends on CoreWeave’s future taxable income, and there is a risk that certain of its existing carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect its business, operating results, financial condition, and prospects.

In addition, under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% cumulative change (by value) in ownership by “5 percent shareholders” over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes, such as research and development credits, to offset its post-change income or taxes may be limited. CoreWeave has experienced, and may in the future experience, ownership changes as a result of shifts in its stock ownership. As a result, if CoreWeave earns net taxable income, its ability to use its pre-change U.S. NOL carryforwards and other tax attributes to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to it. In addition, CoreWeave may undergo additional ownership changes in the future, which could further limit its ability to use its NOLs and other pre-change tax attributes. Similar provisions of state tax law may also apply to limit CoreWeave’s use of accumulated state tax NOLs. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase CoreWeave’s state income tax liabilities. As a result of the foregoing, even if CoreWeave attains profitability, it may be unable to use all or a material portion of its net operating losses and other tax attributes, which could adversely affect its future cash flows.

CoreWeave does not collect sales and use, value added, or similar taxes in all jurisdictions in which it has sales because it has determined in consultation with its advisors that its sales in certain jurisdictions are not subject to such taxes. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction and the application of such laws is subject to uncertainty. Jurisdictions in which it does not collect such taxes may assert that such taxes apply to its sales and seek to impose incremental or new sales, use, value added, digital services, or assert other tax

collection obligations on it, which could result in tax assessments, penalties, and interest, to it or its customers for past sales, and it may be required to collect such taxes in the future. If CoreWeave is unsuccessful in collecting such taxes from its customers, it could be held liable for such costs, which may adversely affect its operating results.

Further, an increasing number of U.S. states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. A successful assertion by one or more U.S. states requiring CoreWeave to collect taxes where it presently does not do so, or to collect more taxes in a jurisdiction in which it currently collects such taxes, could result in substantial liabilities, including taxes on past sales, as well as interest and penalties. Furthermore, certain jurisdictions, such as the U.K., France, and Canada, have enacted a digital services tax, which is generally a tax on gross revenue generated from users or customers located in those jurisdictions, and other jurisdictions are considering enacting similar laws. A successful assertion by a U.S. state or local government or a foreign jurisdiction that CoreWeave should have been or should be collecting additional sales, use, value added, digital services, or other similar taxes could, among other things, result in substantial tax payments, create significant administrative burdens for it, discourage potential customers from using its platform due to the incremental cost of any such sales or other related taxes, or otherwise harm its business.

CoreWeave is expanding its international operations and staff to support its business and growth in international markets. CoreWeave generally conducts its international operations through wholly-owned subsidiaries and is or may be required to report its taxable income in various jurisdictions worldwide based upon its business operations in those jurisdictions. CoreWeave’s corporate structure and associated transfer pricing policies contemplate future growth in international markets, and consider the functions, risks, and assets of the various entities involved in intercompany transactions. Furthermore, increases in tax rates, new or revised tax laws, and new interpretations of existing tax laws and policies by tax authorities and courts in various jurisdictions, could result in an increase in CoreWeave’s overall tax obligations which could adversely affect its business. CoreWeave’s intercompany relationships and intercompany transactions are subject to complex transfer pricing rules administered by tax authorities in various jurisdictions in which it operates with potentially divergent tax laws. The amount of taxes CoreWeave pays in different jurisdictions will depend on the application of the tax laws of the various jurisdictions, including the United States, to its intercompany transactions, international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws (which may have retroactive effect) and policies by tax authorities and courts in various jurisdictions, and its ability to operate its business in a manner consistent with its corporate structure and intercompany arrangements.

It is not uncommon for tax authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, the transfer pricing and charges for intercompany services and other intercompany transactions, or with respect to the valuation of CoreWeave’s intellectual property and the manner in which its intellectual property is utilized within its group. If tax authorities in any of the jurisdictions in which CoreWeave conducts its international operations were to successfully challenge its transfer pricing, it could be required to reallocate part or all of its income to reflect transfer pricing adjustments, which could result in an increased tax liability for it. In such circumstances, if the country from where the income was reallocated did not agree to the reallocation, it could become subject to tax on the same income in both countries, resulting in double taxation. Furthermore, the relevant tax authorities may disagree with CoreWeave’s determinations as to the income and expenses attributable to specific jurisdictions. CoreWeave believes that its tax and financial accounting positions are reasonable and its tax reserves are adequate to cover any potential liability. CoreWeave also believes that its assumptions, judgments, and estimates are reasonable and that its transfer pricing for these intercompany transactions are on arm’s-length terms. However, the relevant tax authorities may disagree with CoreWeave’s tax positions, including any assumptions, judgments, or estimates used for these transfer pricing matters and intercompany transactions. If any of these tax authorities determine that CoreWeave’s transfer pricing for these intercompany transactions does not meet arm’s-length criteria, and were successful in challenging its positions, it could be required to pay additional taxes, interest, and penalties related thereto, which could be in excess of any reserves established therefor, and which could result in higher effective tax rates, reduced cash flows, and lower overall profitability of its operations. CoreWeave’s financial statements could fail to reflect adequate reserves to cover such a contingency.

CoreWeave may be audited in various jurisdictions, including in jurisdictions in which it is not currently filing, and such jurisdictions may assess new or additional taxes, sales taxes, and value added taxes against it. Although CoreWeave believes its tax estimates are reasonable, the final determination of any tax audits or litigation could be materially different from its historical tax provisions and accruals, which could have an adverse effect on its operating results or cash flows in the period or periods for which a determination is made.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in CoreWeave’s condensed consolidated financial statements and accompanying notes. CoreWeave bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as discussed in the section titled “CoreWeave Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing CoreWeave’s condensed consolidated financial statements include but are not limited to those related to the identification of performance obligations in revenue recognition, the valuation of stock-based awards, the valuation of derivatives and warrants, and accounting for leases, property and equipment, income taxes and variable interest entities. CoreWeave’s operating results may be adversely affected if its assumptions change or if actual circumstances differ from those in its assumptions, which could cause its operating results to fall below the expectations of industry or financial analysts and investors, resulting in a potential decline in the market price of its Class A common stock.

Additionally, CoreWeave regularly monitors its compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to it. As a result of new standards, changes to existing standards, and changes in their interpretation, CoreWeave might be required to change its accounting policies, alter its operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or it may be required to restate its published financial statements. For example, SEC proposals on climate-related disclosures may require CoreWeave to update its accounting or operational policies, processes, or systems to reflect new or amended financial reporting standards. Such changes to existing standards or changes in their interpretation may have an adverse effect on CoreWeave’s reputation, business, financial condition, and profit, or cause an adverse deviation from its revenue and operating profit target, which may adversely affect its financial results.

CoreWeave’s sales contracts are primarily denominated in U.S. dollars, and therefore a majority of its revenue is not subject to foreign currency risk. However, strengthening of the U.S. dollar increases the real cost of CoreWeave’s platform to its customers outside of the United States, which could lead to delays in the purchase of its platform and the lengthening of its sales cycle. If the U.S. dollar continues to strengthen, this could adversely affect CoreWeave’s business, operating results, financial condition, and prospects. In addition, increased international sales in the future, including through continued international expansion, could result in foreign currency denominated sales, which would increase CoreWeave’s foreign currency risk.

CoreWeave’s operating expenses incurred outside the United States and denominated in foreign currencies are increasing and are subject to fluctuations due to changes in foreign currency exchange rates. These expenses are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. CoreWeave does not currently hedge against the risks associated with currency fluctuations but may do so, or use other derivative instruments, in the future.

CoreWeave has a substantial amount of debt, which requires significant interest and principal payments. As of June 30, 2025, CoreWeave’s total indebtedness was $11.2 billion and it had $3.7 billion of undrawn availability under its Revolving Credit Facility and DDTL 2.0 Facility (each as defined below). In July 2023, CoreWeave Compute Acquisition

Co. II, LLC, CoreWeave’s direct, wholly owned subsidiary, entered into a delayed draw term loan facility (as amended, 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, CoreWeave’s direct, wholly owned subsidiary, entered into a delayed draw term loan facility (as amended, the “DDTL 2.0 Facility”) providing for up to $7.6 billion in delayed draw terms loans. In July 2025, CoreWeave Compute Acquisition Co. V, LLC, CoreWeave’s direct, wholly owned subsidiary, and CoreWeave Compute Acquisition Co. VII, LLC, CoreWeave’s indirect subsidiary, entered into a delayed draw term loan facility (the “DDTL 3.0 Facility,” and, together with the DDTL 1.0 Facility and the DDTL 2.0 Facility, the “DDTL Facilities”) providing for up to $2.6 billion in delayed draw term loans. All obligations under the DDTL Facilities are unconditionally guaranteed by CoreWeave. In May 2025, CoreWeave amended its revolving credit facility to provide for a $1.5 billion revolving credit facility (as amended, the “Revolving Credit Facility,” and, together with the DDTL Facilities, the “Credit Facilities”). As of June 30, 2025, CoreWeave had entered into various agreements with original equipment manufacturers (“OEM”) and obtained financing for certain equipment with an aggregate notional balance of $2.2 billion as of June 30, 2025. In May 2025, we issued $2.0 billion in aggregate principal amount of the 2030 Notes (as defined herein). In July 2025, CoreWeave issued $1.75 billion in aggregate principal amount of the 2031 Notes (as defined herein). The Notes (as defined herein) are guaranteed on a senior unsecured basis by certain of CoreWeave’s wholly-owned subsidiaries and certain of its future direct and indirect wholly owned domestic restricted subsidiaries that guarantee the Revolving Credit Facility. In addition to CoreWeave’s substantial debt, it leases all of its data centers and certain equipment under lease agreements, some of which are accounted for as operating leases. As of June 30, 2025, CoreWeave recorded operating lease liabilities of $3.5 billion, which represents its obligation to make lease payments under those lease arrangements. Subject to the limits contained in the credit agreements that govern its Credit Facilities and the indentures that govern the Notes, CoreWeave may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If CoreWeave does so, the risks related to its high level of debt could increase. Specifically, CoreWeave’s high level of debt could have important consequences, including the following:

CoreWeave’s ability to make scheduled payments on and to refinance its indebtedness depends on and is subject to its financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, all of which are beyond its control, including the availability of financing in the international banking and capital markets. CoreWeave cannot ensure that its business will generate sufficient cash flow from operations or that future borrowings will be available to it in an amount sufficient to enable it to service its debt, to refinance its debt or to fund its other liquidity needs. For the six months ended June 30, 2025, CoreWeave’s cash flows dedicated for debt service requirements totaled $1,996 million, which includes principal payments of $1,575 million and interest payments of $421 million, inclusive of $59 million related to capitalized interest. For the six months ended June 30, 2025, CoreWeave’s net cash used in operating activities was $(190) million, which includes interest paid, net of capitalized amounts, of $362 million. If CoreWeave’s cash flows and capital resources are insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness. Further, any refinancing or restructuring of

CoreWeave’s indebtedness could be at higher interest rates, may cause it to incur debt extinguishment costs, and may require it to comply with more onerous covenants that could further restrict its business operations. Moreover, in the event of a default, the holders of CoreWeave’s indebtedness could elect to declare such indebtedness be due and payable and/or elect to exercise other rights, such as the lenders under its Revolving Credit Facility terminating their commitments thereunder and ceasing to make further loans or the lenders under its DDTL Facilities instituting foreclosure proceedings against their collateral, any of which could materially adversely affect its business, operating results, financial condition, and prospects.

Additionally, financing through debt has historically been an important source of additional capital for CoreWeave, and it intends to continue to use debt as a source of financing in the future. As such, CoreWeave and its subsidiaries are able to incur additional debt and may be able to incur substantial additional debt in the future, subject to the restrictions contained in its debt instruments, some of which may be secured debt. CoreWeave’s existing debt agreements restrict its ability to incur additional indebtedness, including secured indebtedness, but if those restrictions are waived, or the Facilities or Notes mature or are repaid, it may not be subject to such restrictions under the terms of any subsequent indebtedness.

Furthermore, all of the debt under CoreWeave’s Credit Facilities bears interest at variable rates. If interest rates associated with CoreWeave’s floating rate debt (e.g., SOFR) increase, its debt service obligations on its Credit Facilities would increase even though the amount borrowed remained the same, and its net income and cash flows, including cash available for servicing its indebtedness, would correspondingly decrease. In addition, an increase in such interest rates could adversely affect CoreWeave’s future ability to obtain financing or materially increase the cost of any additional financing.

In addition, CoreWeave has issued letters of credit in favor of several of its third-party data center providers as a requirement to enter into leases for these facilities. These letters of credit are cash collateralized, these funds are reflected as restricted cash on CoreWeave’s condensed consolidated balance sheet, and it is limited in its ability to use these funds for its business operations.

The credit agreements that govern CoreWeave’s Credit Facilities, as well as the related parent guarantees, and the indentures that govern the Notes impose significant operating and financial restrictions on it. These restrictions will limit CoreWeave’s ability and/or the ability of its subsidiaries to, among other things:

In addition, CoreWeave is required to maintain specified financial covenant ratios and satisfy other financial condition tests under the credit agreements governing its Credit Facilities. As a result of these restrictions, CoreWeave is limited as to how it conducts its business, and it may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness CoreWeave may incur could include similar or more restrictive covenants. CoreWeave cannot ensure that it will be able to maintain compliance with these covenants in the future and, if it fails to do so, that it will be able to obtain waivers from the lenders and/or amend the covenants. CoreWeave’s failure to comply with the restrictive or financial

covenants described above as well as the terms of any future indebtedness could result in an event of default, which, if not cured or waived, could result in it being required to repay these borrowings before their due date. If CoreWeave is forced to refinance these borrowings on less favorable terms or is unable to refinance these borrowings, its business, operating results, financial condition, and prospects could be materially adversely affected.

CoreWeave cannot predict the prices at which its Class A common stock will continue to trade. The market price of CoreWeave’s Class A common stock depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond its control and may not be related to its operating performance. In addition, the limited public float of CoreWeave’s Class A common stock will tend to increase the volatility of the trading price of its Class A common stock. These fluctuations could cause you to lose all or part of your investment in CoreWeave’s Class A common stock. Factors that could cause fluctuations in the market price of CoreWeave’s Class A common stock include, but are not limited to, the following:

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies, particularly during the current period of global macroeconomic and geopolitical uncertainty. These economic, political, regulatory, and market conditions have and may continue to negatively impact the market price of CoreWeave’s Class A common stock, regardless of its actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company. Securities litigation, if instituted against CoreWeave, could result in substantial costs and divert its management’s attention and resources from its business. This could have an adverse effect on CoreWeave’s business, operating results, financial condition, and prospects.

Sales of a substantial number of shares of CoreWeave’s Class A common stock into the public market, including shares of its Class A common stock held by its Co-Founders that have been converted from shares of its Class B common stock, and particularly sales by its directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of its Class A common stock to decline.

All of the shares of Class A common stock sold in the IPO are freely tradable without restrictions or further registration under the Securities Act, except that any shares held by CoreWeave’s affiliates, as defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with Rule 144 and any applicable lock-up agreements described below.

In connection with the IPO, all of CoreWeave’s directors and executive officers, the selling stockholders, and certain other holders agreed, among other things, not to offer, sell or agree to sell, or otherwise dispose of interests in, directly or indirectly, any shares of CoreWeave’s common stock, subject to certain exceptions, without the prior written consent of Morgan Stanley & Co. LLC, on behalf of the underwriters of the IPO, and Magnetar Financial LLC (the “Lock-Up Agreement”). Similarly, additional holders of CoreWeave’s Class A common stock were subject to market standoff provisions, pursuant to which such holders also agreed, among other things, not to offer, sell or agree to sell, or otherwise dispose of interests in, directly or indirectly, any shares of CoreWeave’s common stock following CoreWeave’s IPO, provided that such shares would be released from such restrictions to the extent such shares would be entitled to release under the Lock-Up Agreement. The Lock-Up Agreement expired on the close of trading on the second trading day after the date that CoreWeave publicly announced earnings for the three months ended June 30, 2025. As a result, as of the close of trading on August 14, 2025, such shares are freely tradable without restrictions or further registration under the Securities Act, subject to applicable vesting requirements and compliance with Rule 144.

Sales of a substantial number of such shares, or the perception that such sales may occur, could cause CoreWeave’s market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

Pursuant to CoreWeave’s third amended and restated investors’ rights agreement, dated May 16, 2024, certain holders of its Class A common stock can require it to file registration statements for the public resale of the Class A common stock held by them or to include such shares in registration statements that it may file for it or other stockholders.

CoreWeave may also issue its shares of common stock or securities convertible into shares of its common stock from time to time in connection with a financing, acquisition, investment, or otherwise. Any further issuance could result in substantial dilution to CoreWeave’s existing stockholders and cause the market price of its Class A common stock to decline.

CoreWeave’s Class B common stock has ten votes per share, its Class A common stock has one vote per share, and its Class C common stock has no votes per share. As of June 30, 2025, CoreWeave’s Co-Founders collectively hold all of the issued and outstanding shares of its Class B common stock. Because of the ten-to-one voting ratio between CoreWeave’s Class B common stock and Class A common stock, its Co-Founders collectively continue to control a significant percentage of the combined voting power of its common stock, which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by its Co-Founders pursuant to their equity exchange rights which provide each Co-Founder with the right (but not obligation) to require it to exchange, for shares of its Class B common stock, any shares of its Class A common stock received by him upon the exercise or settlement of equity awards for shares of its Class A common stock granted prior to September 2024. Therefore, CoreWeave’s Co-Founders, individually or together, will be able to significantly influence matters submitted to its stockholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transactions. CoreWeave’s Co-Founders, individually or together, may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of CoreWeave, could deprive its stockholders of an opportunity to receive a premium for their capital stock as part of a sale of its company, and might ultimately affect the market price of its Class A common stock.

Future transfers by the holders of Class B common stock will generally result in those shares converting into shares of Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon the earlier of (i) a date that is fixed by CoreWeave’s board of directors that is no more than 61 days following the seventh anniversary of the IPO, or no later than May 31, 2032, (ii) the date specified by the affirmative vote of two-thirds of the outstanding voting power of the Class B common stock, or (iii) no more than 61 days following the first date Mr. Intrator is no longer providing services that occupy substantially all of his working time and business efforts to CoreWeave as an officer, employee, or consultant, as determined by the board of directors (other than as a result of termination of Mr. Intrator’s employment without cause) (such conversion, the “Class B Automatic Conversion”).

Additionally, future issuances of CoreWeave’s Class C common stock may further concentrate the voting power of its Co-Founders by prolonging the duration of their control and/or by giving them an opportunity to achieve liquidity without diminishing their voting power. See the section titled “—Any future issuance of CoreWeave’s Class C common stock may have the effect of further concentrating voting control in its Class B common stock, may discourage potential acquisitions of its business, and could have an adverse effect on the market price of its Class A common stock.” If CoreWeave is unable to effectively manage these risks, its business, operating results, financial condition, and prospects could be adversely affected.

CoreWeave cannot predict whether its multi-class structure will, over time, result in a lower or more volatile market price of its Class A common stock, adverse publicity, or other adverse consequences. Certain stock index providers exclude or limit the ability of companies with multi-class share structures from being added to certain of their indices. In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the multi-class structure of its common stock may make CoreWeave ineligible for inclusion in certain indices and may discourage such indices from selecting it for inclusion, notwithstanding its automatic termination provision, may cause stockholder advisory firms to publish negative commentary about its corporate governance practices or otherwise seek to cause it to change its capital structure, and may result in large institutional investors not purchasing shares of its Class A common stock. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, any exclusion from certain stock indices could result in less demand for CoreWeave’s Class A common stock. Any actions or publications by stockholder advisory firms or institutional investors critical of CoreWeave’s corporate governance practices or capital structure could also adversely affect the value of its Class A common stock.

The trading market for CoreWeave’s Class A common stock is influenced by the research and reports that financial analysts publish about it, its business, its market and its competitors. CoreWeave does not control these analysts or the content and opinions included in their reports. As a new public company, the analysts who publish information about CoreWeave’s Class A common stock will have had relatively little experience with its business, which could affect their ability to accurately forecast its results and make it more likely that it fails to meet their estimates. If any of the analysts who cover CoreWeave issues an inaccurate or unfavorable opinion regarding its stock price, its stock price would likely decline. In addition, the stock prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If CoreWeave’s financial results fail to meet, or significantly exceed, its announced guidance, if any, or the expectations of analysts or public investors, analysts could downgrade its Class A common stock or publish unfavorable research about it. If one or more of these analysts cease coverage of CoreWeave’s Class A common stock or fail to publish reports on it regularly, its visibility in the financial markets could decrease, which in turn could cause its stock price or trading volume to decline.

CoreWeave currently intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any dividends on its capital stock in the foreseeable future. Additionally, CoreWeave’s ability to pay dividends or make distributions is limited by certain restrictions contained in its Credit Facilities. Any future determination to declare dividends will be made at the discretion of CoreWeave’s board of directors and will depend on its financial condition, operating results, capital requirements, general business conditions, restrictions in its debt instruments and other factors that its board of directors may deem relevant. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Provisions in CoreWeave’s amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a merger, acquisition or other change of control of its company that the stockholders may consider favorable. In addition, because CoreWeave’s board of directors is responsible for appointing the members of its management team, these provisions may frustrate or prevent any attempts by its stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of its board of directors. Among other things, CoreWeave’s amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

Moreover, Section 203 of the General Corporation Law of the State of Delaware (“DGCL”), may discourage, delay, or prevent a change in control of CoreWeave. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between CoreWeave and holders of 15% or more of its common stock.

CoreWeave’s amended and restated bylaws provide that the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the exclusive forum for any derivative action or proceeding brought on its behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against it arising pursuant to the DGCL, its amended and restated certificate of incorporation, or its amended and restated bylaws, or any action asserting a claim against it that is governed by the internal affairs doctrine or asserting an “internal corporate claim” as defined in the DGCL.

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. CoreWeave’s amended and restated bylaws provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (“Federal Forum Provision”). CoreWeave’s decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by CoreWeave’s stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by CoreWeave’s stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

CoreWeave’s stockholders will not be deemed to have waived its compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of CoreWeave’s securities shall be deemed to have notice of and consented to its exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with CoreWeave or its directors, officers, or employees, which may discourage lawsuits against it and its directors, officers, and employees. Alternatively, if a court were to find the choice of forum provision contained in CoreWeave’s amended and restated bylaws to be inapplicable or unenforceable in an action, it may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results, financial condition, and prospects.

Under CoreWeave’s amended and restated certificate of incorporation, it is authorized to issue up to 200,000,000 shares of its Class C common stock. CoreWeave does not have current plans to issue any shares of its Class C common stock. However, any future issuance of CoreWeave’s Class C common stock may have the effect of further concentrating voting control in its Class B common stock, may discourage potential acquisitions of its business, and could have an adverse effect on the market price of its Class A common stock. Although CoreWeave has no current plans to issue any shares of its Class C common stock, it may in the future issue shares of its Class C common stock for a variety of corporate purposes, including financings, acquisitions, investments, and equity incentives to its employees, consultants, and directors. CoreWeave’s authorized but unissued shares of Class C common stock are available for issuance with the approval of its board of directors without stockholder approval, except as may be required by the listing rules of Nasdaq. Because CoreWeave’s Class C common stock carries no voting rights (except as otherwise required by law) and is not listed for trading on an exchange or registered for sale with the SEC, shares of its Class C common stock may be less liquid and less attractive to any future recipients of these shares than shares of its Class A common stock, although it may seek to list its Class C common stock for trading and register shares of its Class C common stock for sale in the future. Further, CoreWeave could issue shares of Class C common stock to its Co-Founders, and, in that event, they would be able to sell such shares of Class C common stock and achieve liquidity in their holdings without diminishing their voting power. In addition, because CoreWeave’s Class C common stock carries no voting rights (except as otherwise required by law), if it issues shares of its Class C common stock in the future, the holders of its Class B common stock may be able to hold significant voting control over most matters submitted to a vote of its stockholders for a longer period of time than would be the case if it issued its Class A common stock rather than its Class C common stock in such transactions. In addition, each share of CoreWeave’s Class C common stock will automatically convert into one share of its Class A common stock following both (i) the earliest of (a) the conversion or exchange of all then-outstanding shares of its Class B common stock into or for shares of its Class A common stock, (b) the Class B Automatic Conversion, and (c) the affirmative vote of the holders of a majority of the then-outstanding shares of Class B common stock and upon (ii) the date and time or occurrence of an event specified by the vote of the holders of a majority of the then-outstanding shares of Class A common stock. If CoreWeave issues shares of its Class C common stock in the future, such issuances would have a dilutive effect on the economic interests of its Class A and Class B common stock. Any such issuance of CoreWeave’s Class C common stock could also cause the market price of its Class A common stock to decline.

CoreWeave’s business depends on the overall demand for and adoption of AI and machine learning and cloud infrastructure and on the economic health of its current and prospective customers. In addition, the purchase of CoreWeave’s platform is often discretionary and may involve a significant commitment of capital and other resources. Weak global and regional economic conditions, including United States and global macroeconomic issues, actual or perceived global banking and finance related issues, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, labor shortages, supply chain disruptions, rising interest rates and inflation, spending environments, geopolitical instability, warfare and uncertainty, including the effects of the conflicts in the Middle East and Ukraine, and tensions between China and Taiwan, weak economic conditions in certain regions or a reduction in business spending, including spending on developing AI and machine learning capabilities and on cloud infrastructure, regardless of macroeconomic conditions, could adversely affect CoreWeave’s business, operating results, financial condition, and prospects, including resulting in longer sales cycles, a negative impact on its ability to attract and retain new customers, increase sales of its platform, or sell additional solutions and services to its existing customers, lower prices for its solutions and services, and slower or declining growth. Deterioration in economic conditions in any of the countries in which CoreWeave does business could also cause slower or impaired collections on accounts receivable, which may adversely impact its business, operating results, financial condition, and prospects.

Geopolitical risks, including those arising from trade tension and/or the imposition of trade tariffs, terrorist activity, or acts of civil or international hostility, are increasing. In particular, the imposition of tariffs, trade controls,

border taxes, or other barriers to trade may directly or indirectly impact CoreWeave’s business, operating results, financial condition, prospects, and stock price. For example, the United States has recently announced tariffs, certain of which have been temporarily suspended, on imported goods from most countries and select countries have announced retaliatory tariffs in response, contributing to volatility in the markets. There can be no assurance that CoreWeave will be able to mitigate the impacts of the foregoing or any future changes in global trade dynamics on its business. Similarly, the potential for military conflict between China and Taiwan could have negative impacts on the global economy, including by affecting the supply of semiconductors from Taiwan, contributing to higher energy prices and creating uncertainty in the global capital markets. While CoreWeave does not currently have employees or direct operations in Taiwan, its suppliers rely heavily on semiconductors supplied by Taiwan which are an important component of its platform and any reduction in that supply could materially disrupt its operations.

Natural disasters or other catastrophic events may cause damage or disruption to CoreWeave’s operations, international commerce, and the global economy, and thus could have an adverse effect on it. CoreWeave’s business operations are also subject to interruption by fire, power shortages, flooding, and other events beyond its control. In addition, CoreWeave’s global operations expose it to risks associated with public health crises, such as pandemics and epidemics, which could harm its business and cause its operating results to suffer. Further, acts of war, armed conflict, terrorism and other geopolitical unrest, such as the conflicts in the Middle East and Ukraine and tensions between China and Taiwan, could cause disruptions in CoreWeave’s business or the businesses of its partners or the economy as a whole.

In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure, CoreWeave may be unable to continue its operations and may endure system interruptions, reputational harm, delays in development of its platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on its future operating results. Climate change could result in an increase in the frequency or severity of such natural disasters. Moreover, any of CoreWeave’s office locations or data centers may be vulnerable to the adverse effects of climate change. For example, certain of CoreWeave’s corporate offices and data centers are located in California, a state that frequently experiences earthquakes, wildfires, and resultant air quality impacts and power shutoffs associated with wildfire prevention, heatwaves, and droughts. These events can, in turn, have impacts on inflation risk, food security, water security, and on CoreWeave’s employees’ health and well-being. Additionally, all the aforementioned risks will be further increased if CoreWeave does not implement an effective disaster recovery plan or its partners’ disaster recovery plans prove to be inadequate.

There is an increasing focus from certain regulators, investors, employees, users, and other stakeholders concerning corporate responsibility, specifically related to environmental, social, and governance (“ESG”) matters both in the United States and internationally. Some investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in CoreWeave if they believe its policies and actions relating to corporate responsibility are inadequate. Further, there is particular focus on concerns relating to AI and its impact on the environment, including the power-intensive nature of the industry, high consumption of water, and reliance on critical minerals and rare elements, and CoreWeave is focused on sustainability goals and initiatives to mitigate the environmental impacts of its operations. CoreWeave may experience heightened scrutiny from its stakeholders and potential investors around these issues. CoreWeave may also face reputational damage in the event that it does not meet the ESG standards set by various constituencies or fail, or are perceived to fail, in its achievement of its sustainability goals, initiatives, or commitments.

CoreWeave’s sustainability initiatives, goals, or commitments could be difficult to achieve or costly to implement. Moreover, compliance with recently adopted and potential upcoming ESG requirements, including California legislation that requires various climate-related disclosures, the European Union’s Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive, and the United Kingdom’s Streamlined Energy and Carbon Reporting framework will require the dedication of significant time and resources. Additionally, if CoreWeave’s competitors’ corporate social responsibility performance is perceived to be better than its, potential,

or current investors may elect to invest with its competitors instead. CoreWeave’s business may face increased scrutiny related to these activities and its related disclosures, including from the investment community, and its failure to achieve progress or manage the dynamic public sentiment and legal landscape in these areas on a timely basis, or at all, could adversely affect its reputation, business, and financial performance.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect CoreWeave’s business, operating results, or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause it to opt for lower overall policy limits and coverage or to forgo insurance that it may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage. These factors could make it more difficult for CoreWeave to attract and retain qualified executive officers and members of its board of directors.

For litigation risk related to the Merger, see the section titled “—Risks Related to the Merger—Potential litigation against CoreWeave and Core Scientific could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.”

Core Scientific is subject to the risks described in (i) Part I, Item 1A, “Risk Factors” in Core Scientific’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025, (ii) Part II, Item 1A of Core Scientific’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 8, 2025 and (iii) Core Scientific’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 317 of this proxy statement/prospectus.

This proxy statement/prospectus, including the information included or incorporated by reference, contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Exchange Act. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Merger and the anticipated benefits thereof, projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, CoreWeave’s ability to scale and grow its business, the advantages and expected growth of CoreWeave and CoreWeave’s ability to source and retain talent. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of CoreWeave and Core Scientific, that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the Merger on anticipated terms, or at all, and timing of completion, including obtaining regulatory approvals that may be required on anticipated terms and Core Scientific Stockholder Approval for the Merger; uncertainty in the value of the consideration that Core Scientific stockholders would receive in the Merger, if completed, due to fluctuations in the market price of CoreWeave common stock; risk of fluctuations in the market price of CoreWeave common stock if a substantial number of shares of CoreWeave common stock become available for sale and are sold in a short period of time, including as a result of the expiration of market standoff or contractual lock-up agreements in connection with CoreWeave’s initial public offering, or the anticipation of such events; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the Merger, including the possibility that any of the anticipated benefits of the Merger will not be realized or will not be realized within the expected time period; the ability of CoreWeave and Core Scientific to integrate their businesses successfully and to achieve anticipated synergies and value creation; potential litigation relating to the Merger that could be instituted against CoreWeave, Core Scientific or their respective directors and officers; the risk that disruptions from the Merger will harm CoreWeave’s or Core Scientific’s business, including current plans and operations and that management’s time and attention will be diverted on transaction-related issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; rating agency actions and CoreWeave’s and Core Scientific’s ability to access short- and long-term debt markets on a timely and affordable basis; legislative, regulatory and economic developments and actions targeting public companies in the artificial intelligence, power, data center and crypto mining industries and changes in local, national or international laws, regulations and policies affecting CoreWeave and Core Scientific; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the Merger that could affect CoreWeave’s and/or the Core Scientific’s financial performance and operating results; certain restrictions during the pendency of the Merger that may impact Core Scientific’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak of war, hostilities, civil unrest, attacks against CoreWeave or Core Scientific and other political or security disturbances; dilution caused by CoreWeave’s issuance of additional shares of its securities in connection with the Merger; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; global or regional changes in the supply and demand for power and other market or economic conditions that impact demand and pricing; changes in technical or operating conditions, including unforeseen technical difficulties; development delays at CoreWeave and/or Core Scientific data center sites, including any delays in the conversion of such sites from crypto mining facilities to high-performance computing sites; those risks described in Item 1A of Core Scientific’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 7, 2025, Item 1A of Core Scientific’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025 and subsequent reports on Forms 10-Q and 8-K; and those risks that are described herein under the section titled “Risk Factors.”

While the list of factors presented here and elsewhere in this proxy statement/prospectus is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

You should not place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, CoreWeave’s or Core Scientific’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which CoreWeave or Core Scientific operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither CoreWeave nor Core Scientific assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on CoreWeave’s or Core Scientific’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

The following table sets forth the closing price per share of CoreWeave common stock and Core Scientific common stock as reported on the Nasdaq on June 25, 2025, the last trading day prior to media reports that Core Scientific and CoreWeave were in merger discussions, July 3, 2025, the last trading day prior to the public announcement of the Merger on July 7, 2025, and on [ ], 2025, the most recent practicable trading day prior to the date of this proxy statement/prospectus for which this information was available. The table also shows the implied value of the Merger Consideration for each share of Core Scientific common stock as of the same dates. This implied value was calculated by multiplying the closing price of a share of CoreWeave common stock on the relevant date by the exchange ratio.

The market prices of shares of CoreWeave common stock and Core Scientific common stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting and the date the Merger is completed. No assurance can be given concerning the market prices of shares of CoreWeave common stock and shares of Core Scientific common stock before completion of the Merger or shares of CoreWeave common stock after completion of the Merger. The exchange ratio is fixed in the Merger Agreement, but the market price of shares of CoreWeave common stock (and therefore the value of the Merger Consideration) when received by Core Scientific stockholders after the Merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, Core Scientific stockholders are advised to obtain current market quotations for shares of CoreWeave common stock and shares of Core Scientific common stock in deciding whether to vote for adoption of the Merger Agreement.

On a quarterly basis, from the time the shares of the Series C redeemable convertible preferred stock were issued in May 2024, until the completion of CoreWeave’s initial public offering on March 31, 2025, CoreWeave paid holders of its Series C redeemable convertible preferred stock a cumulative dividend that accrued daily at a rate of 10% per annum on the accumulated stated value of such shares, equal to $38.95 per share (the accumulated stated value is the defined “original issue price”). After its initial public offering and the conversion of the Series C redeemable convertible preferred stock to redeemable Class A common stock, these dividend rights ceased, and there were no accrued and unpaid dividends as of March 31, 2025. CoreWeave does not currently pay a dividend on shares of CoreWeave common stock.

Core Scientific has never declared nor paid cash dividends on its capital stock. After the date of the Merger Agreement until the effective time, Core Scientific will not declare or establish a record date or pay any dividends on or make other distributions in respect of its capital stock or subsidiary securities without the prior written consent of CoreWeave, except for the declaration and payment of dividends or distributions by a wholly owned subsidiary of Core Scientific solely to its direct parent entity. For more information, see the section titled “The Merger Agreement—Conduct of Business Pending the Merger” beginning on page 229 of this proxy statement/prospectus.

As of [ ], there were [ ] stockholders of record holding shares of CoreWeave common stock, [ ] stockholders of record holding shares of CoreWeave Class B common stock, par value $0.000005 per share, and 0 stockholders of record holding shares of CoreWeave Class C common stock, par value $0.000005 per share.

CoreWeave, Inc., which is referred to in this proxy statement/prospectus as CoreWeave, was originally formed as a Delaware limited liability company in 2017 and then converted to a Delaware corporation in 2018. CoreWeave is headquartered in Livingston, New Jersey. CoreWeave, the AI Hyperscaler™, delivers a cloud platform of cutting-edge software powering the next wave of AI. CoreWeave’s technology provides enterprises and leading AI labs with cloud solutions for accelerated computing.

The principal trading market for CoreWeave’s common stock (NASDAQ: CRWV) is the Nasdaq Stock Market LLC.

The principal executive offices of CoreWeave are located at 290 W Mt. Pleasant Ave., Suite 4100, Livingston, NJ and its telephone number is (973) 270-9737 and its website is www.coreweave.com.

Core Scientific, Inc., which is referred to in this proxy statement/prospectus as Core Scientific, is a leader in digital infrastructure for high-density colocation services and digital asset mining of bitcoin. Core Scientific operates dedicated, purpose-built facilities for digital asset mining and is a premier provider of digital infrastructure, software solutions and services to its third-party customers.

Core Scientific common stock, Tranche 1 Warrants and Tranche 2 Warrants are traded on the Nasdaq under the symbol “CORZ,” “CORZW” and “CORZZ,” respectively. Following the Merger, Core Scientific common stock, Tranche 1 Warrants and Tranche 2 Warrants will be delisted from the Nasdaq.

Core Scientific’s principal executive offices are located at 838 Walker Road, Suite 21-2105, Dover, Delaware 19904, and our telephone number is (512) 402-5233. Its corporate website address is www.corescientific.com.

Additional information about Core Scientific and its subsidiaries are included in documents incorporated by reference into this proxy statement/prospectus. For a list of the documents that are incorporated by reference in this proxy statement/prospectus, see the section titled “Where You Can Find More Information” beginning on page 317 of this proxy statement/prospectus.

Miami Merger Sub I, Inc., which is referred to in this proxy statement/prospectus as Merger Sub, is a Delaware corporation and a wholly owned subsidiary of CoreWeave. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub was formed in the State of Delaware on July 2, 2025. The principal executive offices of Merger Sub are located at 290 W Mt. Pleasant Ave., Suite 4100, Livingston, NJ and its telephone number is (973) 270-9737.

Unless otherwise specified or the context otherwise requires, all references to “CoreWeave,” “we,” “our,” “us” and “our company” in this Section refer to CoreWeave, Inc. and its subsidiaries.

CoreWeave powers the creation and delivery of the intelligence that drives innovation.

We are the AI Hyperscaler™ driving the AI revolution.¹ Our CoreWeave Cloud Platform consists of our proprietary software and cloud services that deliver the software and software intelligence needed to manage complex AI infrastructure at scale. Our platform supports the development and use of ground-breaking models and the delivery of the next generation of AI applications that are changing the way we live and work across the globe—our platform is trusted by some of the world’s leading AI labs and AI enterprises, including Cohere, IBM, Meta, Microsoft, Mistral, NVIDIA, and OpenAI.

We believe AI is the next frontier for innovation in technology, driving productivity and efficiency gains and enabling new business models in nearly every industry and organization. According to IDC, AI will generate a cumulative global economic impact of $20 trillion, or 3.5% of global GDP, by 2030. The generalized cloud infrastructure that drove the cloud revolution beginning in the 2000s was built to host websites, databases, and SaaS apps that have fundamentally different needs than the high performance requirements of AI. As workloads and technologies evolve, so too must the infrastructure and cloud software and services that power them. We believe we are at the start of a new cloud era that will drive the AI revolution. The opportunity for a purpose-built AI cloud platform, including the infrastructure and integrated software, is massive. Based on market research from Bloomberg Intelligence, total spending on AI inference/fine-tuning, AI workload monitoring, and training infrastructure, including AI servers, AI storage, training compute, cloud workloads, and networking, will reach approximately $399 billion by 2028. For AI to reach its full potential, it needs a purpose-built AI cloud platform with infrastructure and managed cloud services that are delivered in an efficient, automated, and highly performant way. Enter CoreWeave, the AI Hyperscaler™.

We purpose-built our CoreWeave Cloud Platform to be the infrastructure and application platform for AI. Our platform manages the complexity of engineering, assembling, running, and monitoring state-of-the-art infrastructure at a massive scale to deliver high performance and efficiency to AI workloads. Through our proprietary software capabilities, we enable our customers to achieve substantially higher total system performance and more favorable uptime relative to other AI offerings within existing infrastructure cloud environments and unlock speed at scale. By delivering more compute cycles to AI workloads and thereby reducing the time required to train models, our capabilities can significantly accelerate the time to solution for customers in the ongoing hyper-competitive race to build the next bleeding-edge AI models. For example, in June 2023, our NVIDIA H100 Tensor Core GPU training cluster completed the MLPerf benchmark test (which benchmarks how quickly a system can train a model from scratch) in eleven minutes—a record and 29 times faster than the next best competitor at the time of the benchmark test. Recently, we delivered the largest-ever MLPerf Training v5.0 submission on NVIDIA Blackwell, using 2,496 NVIDIA Blackwell GPUs running on CoreWeave’s AI-optimized cloud platform. The submission was the largest NVIDIA GB200 NVL72 cluster ever benchmarked under MLPerf, 34 times larger than the only other submission from a cloud provider, achieved approximately 4.5 times faster training performance than the best submission from another organization’s GB200 cluster, and achieved 2 times faster training performance compared to other similar cluster sizes using prior generation hardware.

These efficiencies also extend from training to inference use cases, as our CoreWeave Cloud Platform significantly improves both run-time efficiency for inference workloads and enables overall higher AI application uptime. These performance gains help to ensure lower performance-adjusted costs and a superior end-user experience. The supercomputers we build to power our platform are optimized to support many types of AI workloads, and they are augmented by our suite of cloud services to deliver meaningful time and cost savings to customers through our orchestration, automation, and monitoring capabilities.

Our multidisciplinary, customer-centric team has a proven ability to conceptualize, design, and implement solutions to solve the most complex engineering challenges in the pursuit of furthering AI. We hire individuals who help contribute to and maintain a culture centered around solving the most complex AI infrastructure scaling, performance, and reliability challenges.

Customers utilize our platform through a set of cloud services comprising Infrastructure Services, Managed Software Services, and Application Software Services, all augmented by our Mission Control and Observability software. Our comprehensive and integrated cloud services work together as a suite to deliver state-of-the-art compute, networking, and storage. These services enable the provisioning of infrastructure, the orchestration of workloads, and the proactive monitoring of our customers’ training and inference environments to increase performance and minimize interruptions.

Our CoreWeave Cloud Platform is hosted in our distributed network of active purpose-built data centers that are interconnected using low latency connections to major metropolitan areas, and incorporate state-of-the-art data center networking equipment, enhanced access to power and, where appropriate, the latest liquid cooling technologies.

As of December 31, 2022, we had three data centers running more than 17,000 GPUs in total and supported by approximately 10 MW of active power, which grew to 10 data centers running more than 53,000 GPUs in total and supported by more than 70 MW of active power as of December 31, 2023, grew further to 32 data centers running more than 250,000 GPUs in total and supported by more than 360 MW of active power as of December 31, 2024, and grew further to 33 data centers supported by approximately 470 MW of active power as of June 30, 2025. Our total contracted power extends to approximately 2.2 GW as of June 30, 2025, which we expect to roll out over the coming years.

We benefit from robust collaborations with leading chipmakers, OEMs, and software providers to supply us with infrastructure components and other products. We have a proven track record of rapidly expanding our power capacity to support the growth of our data center footprint along with our collection of managed cloud services. We deploy a sophisticated financing strategy and have efficiently financed the development of additional compute capacity through the use of asset-backed debt, having raised total commitments of over $28.6 billion in debt and equity to support the development of our platform.

Our customers include some of the world’s leading AI labs and AI enterprises — the builders and integrators of AI — who depend on our platform for their core products and most promising innovations. We deliver significant benefits to our customers in terms of overall performance, time to market, and reduced cost of ownership, which results in our customers making large, long-term initial commitments and expanding those commitments with us over time. The vast majority of our revenue today is from multi-year committed contracts, whereby a customer purchases access to our platform over the contract term on a take-or-pay basis. We also sell access to our platform on an on-demand basis through a pay-as-you-go model. As of June 30, 2025, we had $30.1 billion of unsatisfied RPO. As of December 31, 2024, we had $15.1 billion of RPO reflecting an increase of 53%, from $9.9 billion as of December 31, 2023.

Our ability to abstract away the complexity our customers would face in assembling, managing, and deploying this infrastructure themselves establishes us as a critical partner and leads to long-term, durable relationships that have the potential to expand over time. As evidence of this, three of our top five committed contract customers by TCV as of December 31, 2024 signed agreements for additional capacity within 12 months of their respective initial purchase dates. These agreements, measured during each respective 12-month period from the initial date of signing, represented a cumulative increase of approximately $7.8 billion in committed spend and a multiple of approximately 4x on initial contract value. Our deep relationships with customers are a competitive advantage, and our first-to-market track record with highly performant technology gives customers confidence in choosing CoreWeave.

Some of the most ambitious compute-intensive projects in the world are powered by our platform, and our business has grown rapidly since our inception. Our revenue was $584 million and $2,194 million for the six months ended June 30, 2024 and 2025, representing period-over-period growth of 276%. Our revenue was $16 million, $229 million, and $1.9 billion for the years ended December 31, 2022, 2023, and 2024, respectively, representing year-over-year growth of 1,346% and 737%, respectively. During these periods, we continued to invest in growing our business to capitalize on our market opportunity. As a result, our net loss for the six months ended June 30, 2024 and 2025 and the years ended December 31, 2022, 2023, and 2024 was $452 million, $605 million, $31 million, $594 million, and $863 million, respectively.

Over the past five decades, technology has experienced multiple secular shifts that have revolutionized productivity. In the 1960s, mainframes introduced compute and storage technology to hundreds of thousands of organizations and helped to introduce new product capabilities such as high-volume transaction processing in banking. In the 1980s, the development of client-server architecture dramatically reduced the cost of compute, which enabled the personal computer (“PC”) revolution and resulted in widespread access to PCs and significant productivity gains. In the 1990s, the internet fundamentally changed the way people worked, interacted, shopped, and learned. In the 2000s and 2010s, mobile and cloud adoption unlocked new customer and developer experiences and led to a fundamental improvement in the flexibility of compute, creating millions of new digital products and experiences. AI represents the next major evolution of technology, and its impact is potentially greater than these transformational shifts of the past. AI is expected to support tens of billions of connected users, devices and applications. It is also expected to penetrate half of all U.S. households in three years, based on data demonstrating that the time to adoption by 50% of U.S. households of new technology has halved each cycle, measured in years. This expected penetration time is six times faster than PC adoption and two times faster than mobile adoption, and, since 2012, the amount of compute used in the largest AI training runs has been increasing exponentially, doubling every three to four months. It is akin to a new industrial revolution delivering significant productivity gains, enabling new products that are poised to radically reshape and transform industries, and helping organizations become far more efficient.

A combination of demand and supply side factors is enabling the massive and unprecedented growth of AI and powering the new industrial revolution.

To unlock the full potential of AI, continuous improvements in model architecture, access to data, and scalable, specialized, high-performance compute infrastructure are essential. We believe that specialized compute infrastructure is the key enabler that AI labs and AI enterprises need to train models, perform inference faster at scale, and accelerate their time to market. It has become generally accepted that there is a direct relationship between compute resources (FLOPs, training, and testing time) and model output quality. There has been a dramatic increase in the computational resources dedicated to training and hosting state-of-the-art AI models, with top models released by OpenAI, Google DeepMind, and Meta AI generally requiring exponentially greater quantities of compute compared to prior model generations to unlock performance gains.

This race towards more performant models and the resulting demand for increasingly significant amounts of compute resources should come as no surprise. According to various papers that analyze scaling laws such as ‘Scaling Laws for Neural Language Models,’ as compute infrastructure scales, the performance of the foundational models also increases. This principle applies for both training and inference: it states that the more compute power available, the better both the models and applications built on top of them become. To achieve greater compute capabilities and succeed in AI, AI labs and AI enterprises require specialized compute platforms that run at superior performance and efficiency and maximize the utilization of the underlying infrastructure.

The highly specialized infrastructure that is required to unlock the potential of AI is immensely challenging to build and operate, especially at scale. Additionally, the software architectures utilized in generalized clouds for provisioning, orchestrating, and running AI workloads are neither purpose-built nor suitable for AI and cannot deliver the required efficiency and performance. The scale of the required infrastructure is staggering, with tens of thousands of GPUs, thousands of miles of high-speed networking cables, and hundreds of thousands of interconnects coming together to create “superclusters” for training and serving AI models, as well as hundreds of MW of power and petabytes of total storage. Depending on the configuration of the data center, a single 32,000-GPU cluster may require the deployment of approximately 600 miles of fiber cables and around 80,000 fiber connections. Acquiring the necessary high-performance components requires managing a complex global supply chain, and configuring and deploying those components in data centers requires deep operational experience. The data centers themselves need to be specifically designed for high-performance compute, which requires specialized heat management capabilities such as liquid cooling, with heat exchangers and subfloors to support high density racks and high power supply per rack.

AI supercomputers are some of the most complex computing machines to have ever been created, requiring purpose-built software to unlock performance and efficiency at massive scale. These supercomputers require software to test and validate each component and to provision the infrastructure so that compute-intensive workloads can run with minimal downtime. Moreover, AI supercomputers often require multiple specialized orchestration frameworks to schedule complex workloads, which frequently need to be paired with substantial engineering resources. Once operational, these AI workloads put enormous pressure on infrastructure, frequently leading to high rates of component failures that cause training and inference jobs to fail, and thus require constant monitoring to manage and reduce failures and downtime. While training foundational models, failure of a single system component adversely impacts the entire cluster, translating to either significantly reduced training performance or, more commonly, failure of the entire job. High failure rates result in a significant loss of efficiency and increased cost if not properly monitored and managed.

Designing, provisioning, and maintaining the health of infrastructure is highly complex. Additionally, significant inefficiencies are associated with scheduling AI workloads on infrastructure at scale. Together, these complexities substantially increase the difficulty of maximizing the compute potential of infrastructure components, as measured by the MFU of the chips. MFU is a measure of the observed throughput compared to the theoretical system maximum if it operates at peak FLOPs. The complexity of managing AI infrastructure means that a majority of the compute capacity embedded in GPUs is lost to system inefficiencies, with empirical evidence suggesting observed levels of performance within the 35% to 45% range. Minimizing the efficiency gap between the approximately 35% and the theoretical 100% represents a significant opportunity for unlocking AI infrastructure performance potential and

therefore the improvement in quality of AI overall. Moreover, the complexity of managing this high-performance infrastructure as it scales increases exponentially, making it increasingly challenging to extract high MFU and efficiency out of larger GPU clusters, which is what the market is currently demanding.

The complexity and resource demands of AI workloads necessitate that they run in a cloud environment purpose-built for AI, with high-performance infrastructure as well as software and application services that alleviate the specific complexities and inefficiencies associated with running training and inference jobs.

Generalized clouds operated by hyperscalers were not built to serve the specific requirements of AI. These clouds were created over a decade ago and were designed for general purpose use cases such as search, e-commerce, generalized web-hosting, and databases, and relied on CPU-based web-scale compute, and thus are not optimal for the high compute intensity requirements of AI.

Organizations need access to a fundamentally different GPU-based compute infrastructure that is built from the ground-up for AI and proven to perform at the scale and efficiency required to deliver AI. Cloud platforms therefore need to be fundamentally reimagined and purpose-built to deliver the capacity, performance, storage, and scalability requirements of AI workloads and increase the MFU of the underlying infrastructure.

We believe the AI cloud requires a first-principles reimagining of how infrastructure is built, with the following requirements:

We believe the AI revolution requires a cloud that is performant, efficient, resilient, and purpose-built for AI. Today’s leading AI labs and AI enterprises demand high-performance and cost-efficient compute, storage, networking, and managed software services integrated into a cloud platform that enables them to bring their innovations to market faster by maximizing the utilization of their infrastructure and training and deploying models seamlessly and out-of-the box.

Our CoreWeave Cloud Platform is an integrated solution that is purpose-built for running AI workloads such as model training and inference at maximum performance and efficiency. It includes Infrastructure Services, Managed Software Services, and Application Software Services, all of which are augmented by our Mission Control and

Observability software. Our proprietary software enables the provisioning of infrastructure, the orchestration of workloads, and the monitoring of our customers’ training and inference environments to enable high availability and minimize downtime. Built on a microservices-based architecture, the components of our platform are fully fungible and composable. Customers can configure their use of our CoreWeave Cloud Platform to best fit their needs. For instance, they can choose to bring their own storage or managed software services or run our respective solutions, and choose the type and scale of deployment that best suits their workloads. This flexibility allows our customers to customize their use of our platform without compromising performance or efficiency. We have designed security as a fundamental component across our platform and technology stack. We leverage advanced security capabilities such as XDR and DLP, adhere to industry leading security standards such as SOC2 and ISO 27001, and employ our in-house information security teams to ensure that our customers operate in a secure environment.

The following is a summary of our Layered Architecture Stack.

Infrastructure Services provide our customers with access to advanced GPU and CPU compute, highly performant networking (supported by DPUs), and storage.

Managed Software Services include CKS (a purpose-built-for-AI managed Kubernetes environment with a focus on efficiency, performance and ease of use), our flexible Virtual Private Cloud offering, and our Bare Metal service that runs Kubernetes directly on high-performance servers for maximum performance and efficiency.

Application Software Services build on top of our infrastructure and managed software services, integrating additional tools to further accelerate and improve training and inference for our customers. This includes SUNK, which allows customers to run Slurm-based workloads on top of Kubernetes and colocate jobs—including training and inference workloads—on a single cluster; CoreWeave Tensorizer, which significantly increases the efficiency of model checkpointing and enables high-speed model loading; and our inference optimization services. Following the completion of our acquisition of Weights & Biases, we are augmenting our application services layer as an end-to-end, fully managed software platform, which will position us to accelerate development of our Application Software Services to target AI developers and enable them to develop, deploy and iterate AI faster.

Our purpose-built technology stack is augmented by our lifecycle management and monitoring software, Mission Control and Observability, and our advanced cluster validation, proactive health checking capabilities, and observability capabilities. Our AI cloud runs in a distributed network of 33 active purpose-built data centers, which are specifically engineered to support high intensity AI workloads with features including enhanced power, liquid

cooling, and networking components, reinforcing the robustness of our entire technology stack. Our Third-Party Tooling and Solutions further enhance this flexibility by providing a composable architecture that allows customers to customize their solution by integrating additional third-party tools.

CoreWeave Cloud Platform’s performance advantage, day-one utility and reliability, higher run-time efficiency, resiliency, and overall AI infrastructure uptime ensures customers can confidently build AI products and services, while benefiting from a lower total cost of ownership. It enables customers to deliver superior intelligence faster, and to expand their compute footprint in lockstep with the commercialization of their solutions.

Our key competitive strengths, which we believe set us apart from the generalized cloud providers in the industry, include:

These deep technical partnerships with our customers provide our engineers with exposure to unique technical challenges, enabling them to build an invaluable knowledge base regarding the complex requirements of running supercomputers efficiently to extract maximum performance, automate operations, and optimize total cost of management. This gives us the ability to deliver an AI cloud that can operate at the performance, scale and efficiency required by the world’s most complex workloads. Moreover, we serve some of the world’s leading AI labs and AI enterprises, which fosters a reinforcing cycle of continued innovation, as we are the first to experience and solve the challenges of the most compute intensive AI training and inference workloads. This data, which is only used internally to improve our services for our customers, is a critical input into our engineering process and strengthens our technological differentiation as we continue to push the boundaries of what is possible in computing. This “economy of AI leadership” ensures we can continuously improve our CoreWeave Cloud Platform over time in a positive feedback loop, by enabling us to learn from any issues or misconfigurations detected across our large infrastructure base and apply those learnings to all our clusters, which in turn positions us as a leading-edge provider of choice for new customers.

The impact of AI will be immense for organizations of all sizes across all sectors, which will realize significant productivity gains and time and cost-efficiencies by deploying AI technologies. IDC estimates that AI will add nearly $20 trillion to global GDP by 2030. We believe businesses of all sizes will adopt AI products and services to enhance automation and improve decision making and will need to embed AI into their solutions to differentiate and remain competitive.

We believe that CoreWeave will be one of the most sought-after platforms for the world’s AI workloads. Our solution enables AI products, services and models to train and run with significantly greater speed and efficiency. We have estimated our total addressable market opportunity by evaluating the size of the large and rapidly growing AI compute software and infrastructure market that we are pioneering. According to Bloomberg Intelligence, the market for AI inference/fine-tuning, AI workload monitoring, and training infrastructure, including AI servers, AI storage, training compute, cloud workloads, and networking, will increase by over $300 billion from 2023 to 2028, growing at a CAGR of 38% from approximately $79 billion in 2023 to approximately $399 billion by 2028. This market opportunity is expected to include $330 billion related to training infrastructure, which includes AI servers, AI storage, training compute, LLM licensing revenue, cloud workloads, and networking; $49 billion related to inference infrastructure; and $20 billion related to workload monitoring, all of which are supportable by CoreWeave.

The AI cloud infrastructure and software market is dynamic and will continue to evolve as new models are introduced and inference continues to scale. We believe we are ideally positioned to capture the opportunity as the market develops and continues to expand. At present, the AI compute market is centered on training the latest generations of models, which is being driven by a select few hyperscalers and AI labs which are advancing model quality and the standard of intelligence they output. While it is likely that inference will grow to account for an increasingly larger proportion of AI workloads, we expect that training and fine-tuning new generations of models on updated infrastructure will continue to be an important addressable market as new generations of hardware, networking, and storage are released. We believe that our best-of-breed software and infrastructure solution and our track record of being among the first to market with the latest infrastructure modalities makes us optimally suited to capture these bleeding-edge training workloads.

In the near-term, we expect to see continued rapid growth in demanding inference workloads driven by an exponential increase in model size and complexity and complex reasoning skills, and we anticipate that these workloads will need to run on the latest generation of high-performance infrastructure. Over time, we expect there will be more widespread enterprise adoption of production workloads as enterprises train and serve their own models on high-performance cloud infrastructure leveraging proprietary data. These workloads will have a spectrum of complexity levels. Some of them will need to run on state-of-the-art infrastructure, while other, lower intensity workloads will run more efficiently on older generations of infrastructure. The acceleration of these lower intensity inference workloads will coincide with the growth of our geographically distributed compute base, which over time will consist of a broad range of cross-generation infrastructure as current generations roll off existing contracts and are superseded by new releases. We believe that the mix of hardware across generations that is optimized for different use cases in our compute base will ensure that we are optimally situated to capture all workload types, both inference and training.

Demand for AI training and inference continues to scale as models improve and AI drives enhancements to productivity and overall quality of life. Organizations are accessing AI either directly or through layers of abstraction, for instance through APIs that connect businesses to the leading foundational models in circulation today. We are committed to investing in our business to capitalize on the accelerating demand for AI compute and grow the adoption of our CoreWeave Cloud Platform, and are pursuing a number of strategies to enhance our ability to deliver the software and infrastructure to power the proliferation of intelligence across the world’s economy and society. Our principal growth strategies include:

Our CoreWeave Cloud Platform is an integrated solution that enables companies to run AI workloads with high performance and efficiency. It includes our Infrastructure Services, Managed Software Services, and Application Software Services, all bolstered by our Mission Control and Observability software. Our proprietary software underpins every component of the platform, allowing for highly secure provisioning of infrastructure, effective orchestration of workloads, and real-time monitoring of training and inference environments. Security is a fundamental component of our platform. We ensure our customers operate in a secure environment by implementing a zero trust model for data access and leveraging advanced security technologies, including XDR and DLP deployed across our endpoints. Additionally, we use single-sign-on and multi-factor authentication to ensure our CoreWeave Cloud Platform remains resilient against identity-based cyber threats.

Our platform is powered by our foundational Infrastructure Services, which utilize our proprietary software and a combination of high-performance GPUs, CPUs, DPUs, storage, and networking equipment, all calibrated to deliver the performance at scale required to power AI workloads.

Our Managed Software Services include CoreWeave Kubernetes Service, our AI workload orchestration and auto-scaling solution, our VPC product, and our Bare Metal service.

Our Application Software Services allow companies to seamlessly integrate additional tools that accelerate and improve training and inference. Due to our microservices-based architecture, our platform is fully composable, with customers able to run their own orchestration solution or third-party applications seamlessly as part of our stack. As with all our other services, we follow security best practices at every step.

AI compute infrastructure brings together multiple cutting-edge technologies including the latest and most powerful compute resources, high bandwidth memory, high-speed chip-to-chip interconnects, and node-to-node connectivity. While these technologies deliver unprecedented performance, they come with the additional overhead and complexity of dealing with node and system failures. Our Mission Control & Observability solution helps customers to manage their infrastructure and operations with a suite of services designed to ensure optimal setup and functionality of infrastructure components throughout their entire lifecycle, thereby preventing and rapidly remediating issues and enhancing performance. Mission Control consists of our FLCC and NLCC, and is complemented by our Observability solution.

Our partnership strategy is to augment our capabilities by developing deep technical partnerships and relationships with companies that share our vision for empowering customers and accelerating the AI ecosystem. These partnerships are central to how we build our products and services: they enable us to unlock capabilities further up the stack and serve as layers of abstraction that extend our reach to a broader customer base who ultimately run on our infrastructure. Through our partnerships, we have been able to drive enhancements in AI Ops/inference (e.g., Run:ai), improve infrastructure capabilities (e.g., Datadog), and engineer new purpose-built data architectures (e.g., Vast Data and Pure Storage). Our partnership strategy further extends to our relationships and collaboration with suppliers like NVIDIA whose GPUs we bring to market in highly efficient and performant architecture for end customers, and to our data center providers such as Switch and Chirisa Technology Parks who we work with to integrate the most cutting-edge design and cooling standards customized for the performance requirements of AI workloads.

All of our solutions are complemented by our highly skilled and AI specialized Customer Experience teams, which provide deep insights and expertise in AI compute, networking, and storage. Our teams’ deep AI expertise is fundamental to us gaining the trust of some of the world’s leading AI labs and AI enterprises, and so we have purposefully designed our Customer Experience organization in a way that seamlessly extends our expert capabilities to our customers. Our Customer Experience team is comprised of:

Across our entire platform, we are committed to delivering robust security solutions that maintain system integrity, availability, and data security. We continuously test our platform for security vulnerabilities using automated testing methods and have teams dedicated to penetration testing, enterprise vulnerability management, and application security. We also have a Security Operations team that monitors security events in real time 24 hours a day to provide continuous protection.