[Performance Overview](index=1&type=section&id=Performance%20Overview) Presents CoreWeave's Q1 2025 financial results, operational milestones, and business outlook [Q1 2025 Financial Highlights](index=1&type=section&id=Q1%202025%20Financial%20Highlights) CoreWeave achieved substantial revenue growth and strong Adjusted EBITDA in Q1 2025, despite a wider GAAP net loss influenced by IPO-related stock-based compensation Financial Metric (GAAP) | Financial Metric (GAAP) | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $981.6M | $188.7M | 420% | | Operating Income (Loss) | $(27.5)M | $16.8M | (263)% | | Net Loss | $(314.6)M | $(129.2)M | 143% | | Diluted Net Loss Per Share | $(1.49) | $(0.62) | 140% | - The reported GAAP operating loss and net loss include **$177 million** of stock-based compensation expense related to the IPO[3](index=3&type=chunk) Non-GAAP Metric | Non-GAAP Metric | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $606.1M | $104.5M | 480% | | Adjusted EBITDA Margin | 62% | 55% | - | | Adjusted Operating Income | $162.6M | $25.0M | 550% | | Adjusted Net Loss | $(149.6)M | $(23.6)M | 535% | - As of March 31, 2025, the total revenue backlog was **$25.9 billion**, including **$14.7 billion** in Remaining Performance Obligations (RPO) and an additional **$11.2 billion** from committed customer contracts[5](index=5&type=chunk) [Q1 2025 Business & Operational Highlights](index=3&type=section&id=Q1%202025%20Business%20%26%20Operational%20Highlights) CoreWeave achieved strategic customer deals, significantly scaled its AI infrastructure, launched new products, and successfully completed its IPO - Key customer achievements include a strategic deal with OpenAI, adding **$11.2 billion** to revenue backlog, and a partnership with IBM to provide compute capacity for its Granite models[8](index=8&type=chunk) - The company rapidly scaled its AI infrastructure, ending the quarter with approximately **420 MW** of active power and **1.6 GW** of contracted power[8](index=8&type=chunk) - New product launches included the general availability of CoreWeave AI Object Storage (CAIOS), support for GB200-based instances, on-demand cluster scaling, and support for NVIDIA AI Enterprise software[8](index=8&type=chunk) - CoreWeave raised **$1.4 billion** in net proceeds from its Initial Public Offering (IPO), bringing total debt and equity raised to **$17.2 billion**[8](index=8&type=chunk) [Business Outlook](index=3&type=section&id=Business%20Outlook) CoreWeave will provide forward-looking guidance during its upcoming Q1 2025 earnings conference call and webcast - The company will provide forward-looking guidance on its upcoming earnings conference call and webcast[7](index=7&type=chunk) [Consolidated Financial Statements](index=7&type=section&id=Consolidated%20Financial%20Statements) Presents CoreWeave's detailed GAAP financial statements, including statements of operations, balance sheets, and cash flows for the reported periods [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) CoreWeave reported substantial revenue growth in Q1 2025, but also a shift to operating loss and a wider net loss due to increased operating and interest expenses Consolidated Statements of Operations (In thousands) | (In thousands) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue | $981,632 | $188,684 | | Total Operating Expenses | $1,009,102 | $171,837 | | Operating Income (Loss) | $(27,470) | $16,847 | | Interest Expense, net | $(263,835) | $(40,656) | | Net Loss | $(314,641) | $(129,248) | [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) CoreWeave's total assets and liabilities increased significantly by March 31, 2025, with stockholders' equity turning positive due to the IPO Consolidated Balance Sheets (In thousands) | (In thousands) | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,276,456 | $1,361,083 | | Property and equipment, net | $14,210,992 | $11,914,774 | | **Total Assets** | **$21,860,383** | **$17,832,599** | | **Liabilities & Equity** | | | | Total Current Liabilities | $7,130,797 | $4,962,581 | | Total Debt (Current & Non-current) | $8,711,666 | $7,926,340 | | **Total Liabilities** | **$18,791,101** | **$16,524,086** | | **Total Stockholders' Equity (Deficit)** | **$1,906,123** | **$(413,598)** | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) CoreWeave experienced a decrease in operating cash flow, significant cash usage in investing activities, and a substantial increase in financing cash flow from its IPO in Q1 2025 Consolidated Statements of Cash Flows (In thousands) | (In thousands) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $61,168 | $2,039,038 | | Net cash provided by (used in) investing activities | $(1,433,051) | $(1,771,243) | | Net cash provided by (used in) financing activities | $1,853,866 | $919,495 | - Cash used in investing activities was primarily for the purchase of property and equipment, totaling **$1.41 billion**[24](index=24&type=chunk) - Cash from financing activities was driven by **$1.42 billion** in net proceeds from the initial public offering[24](index=24&type=chunk) [Non-GAAP Financial Measures & Reconciliations](index=14&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) Provides detailed reconciliations of CoreWeave's non-GAAP financial measures to their most directly comparable GAAP counterparts [Reconciliation of GAAP to Non-GAAP Results](index=14&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Results) CoreWeave provides reconciliations from GAAP net loss to Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Loss, primarily adjusting for non-cash items like stock-based compensation Reconciliation to Adjusted EBITDA (In thousands) | Reconciliation to Adjusted EBITDA (In thousands) | Q1 2025 | | :--- | :--- | | Net loss (GAAP) | $(314,641) | | Depreciation and amortization | $443,497 | | Interest expense, net | $263,835 | | Stock-based compensation | $183,974 | | Provision for income taxes | $46,036 | | Other adjustments | $(16,533) | | **Adjusted EBITDA (Non-GAAP)** | **$606,131** | Reconciliation to Adjusted Operating Income (In thousands) | Reconciliation to Adjusted Operating Income (In thousands) | Q1 2025 | | :--- | :--- | | Operating income (loss) (GAAP) | $(27,470) | | Stock-based compensation | $183,974 | | Acquisition related costs | $6,130 | | **Adjusted operating income (Non-GAAP)** | **$162,634** | Reconciliation to Adjusted Net Loss (In thousands) | Reconciliation to Adjusted Net Loss (In thousands) | Q1 2025 | | :--- | :--- | | Net loss (GAAP) | $(314,641) | | Stock-based compensation | $183,974 | | (Gain) loss on fair value adjustments | $(26,837) | | Other adjustments | $7,949 | | **Adjusted net loss (Non-GAAP)** | **$(149,555)** |

CoreWeave's (NASDAQ: CRWV ) recent IPO stumble out of the Nasdaq rodeo chute for bucking bulls, combined with current market volatility, may have created an opportunity for long-term investors. The company intended to price its CoreWeave benefits from the catalyst of the AI bull market.NVIDIA is a powerful partner for CoreWeave.RPO revenue model strategy is excellent. Seeking Alpha's Disclosure: Past performance is no guarantee of future results. No recommendation or advice is being given as to whether any ...

Del Monte写道："尽管CoreWeave首日表现不及预期，但市场可能忽视了其与OpenAI签订的119亿美元 框架协议带来的增长潜力。虽然存在对微软(MSFT.US)的依赖和市况波动风险，但OpenAI合作前景足以 支撑积极预期。" 分析师James Foord持类似观点，予以"卖出"评级，并指出"此次IPO遇冷反映市场对AI热潮退烧的担 忧，加之对核心合作伙伴的过度依赖及高额现金消耗问题"。 智通财经APP获悉，有"英伟达(NVDA.US)亲儿子"之称的人工智能(AI)基础设施供应商 CoreWeave(CRWV.US)上周五通过15亿美元IPO登陆资本市场后，引发Seeking Alpha分析师群体罕见的 分歧评级。这家GPU服务商在上市次日(周一)收跌7.30%，报37.08美元，已跌破40美元的IPO发行价。 看多阵营代表Michael Del Monte在周一发表的文章中给予"强力买入"评级。 看空阵营则呈现不同角度的质疑。The Value Portfolio分析师以"重度依赖微软等大客户"为由给出"强力 卖出"评级。 Value Portfolio强调，CoreWeave的"AI数据中心 ...

Core Viewpoint - CoreWeave, a cloud computing company, successfully went public on NASDAQ under the ticker "CRWV," raising $1.5 billion by issuing 37.5 million shares at $40 each, although the initial offering was reduced from a planned $2.7 billion [1][6]. Company Overview - Founded in 2017 as Atlantic Crypto, CoreWeave shifted focus from cryptocurrency mining to artificial intelligence infrastructure, becoming a leading provider in the sector through partnerships with major tech companies like NVIDIA, OpenAI, and Microsoft [9][14]. - CoreWeave has established a five-year agreement worth $11.9 billion with OpenAI to provide AI infrastructure services, which includes OpenAI acquiring equity in CoreWeave [2]. Financial Performance - As of 2024, CoreWeave's debt stands at approximately $8 billion, with operating lease liabilities of $2.6 billion. The company plans to allocate around $1 billion from its IPO proceeds to repay this debt [16]. - Despite rapid revenue growth, CoreWeave's financial health is concerning due to its heavy reliance on major clients, particularly Microsoft, which contributed 62% of its revenue in 2024 [14][16]. Market Reception - The market response to CoreWeave's IPO was lukewarm, with the stock opening at $39, a 2.5% drop from the offering price, and closing flat, leading to a market capitalization of $18.9 billion [6]. - Analysts express concerns about the diminishing enthusiasm for the AI infrastructure market and potential impacts from Microsoft's evolving data center strategy [6]. Key Milestones - CoreWeave has achieved significant milestones, including a $1.1 billion Series C funding round and a $7.5 billion private debt raise, later increased to $7.6 billion, indicating strong investor interest despite market challenges [3][10]. - The company has also launched various products and services, including the CoreWeave Cloud Platform and has been among the first to market with NVIDIA's latest GPU offerings [4][10].

近年来，由于通胀高企和利率上升，投资者纷纷规避高风险资产，美国IPO市场陷入长达三年的"寒 冬"。但随着人工智能产业的快速发展，市场再度看到了复苏的希望。CoreWeave此番上市被视为IPO市 场"复活"的重要信号。 CoreWeave起初是一家名为Atlantic Crypto的加密货币挖矿基础设施公司，成立于2017年。随着加密货币 价格的剧烈波动，该公司将业务重心转向人工智能云计算，并更名为CoreWeave。在转型过程中，该公 司大量采购了英伟达的图形处理器(GPU)，为客户提供基于AI芯片的远程计算服务。 CoreWeave的转型可谓"押对赛道"。根据本月早些时候提交的招股说明书，CoreWeave 2024年收入达 19.2亿美元，同比增长超过700%，但净亏损达到8.63亿美元。其中，77%的收入来自两家客户，而微软 是最大的客户，占比达62%。 此外，公司还披露，截至2024年底，CoreWeave已拥有32座数据中心，部署了超过25万块英伟达GPU， 可见其在AI基础设施建设上的深度投入。 智通财经APP获悉，知情人士透露，英伟达(NVDA.US)计划在云计算公司CoreWeave(CRW ...

Group 1: IPO Overview - Four IPOs were completed last week, including two from China, with total fundraising of approximately $1.98 million and $10 million for RedCloud Holdings and 工务园 respectively [1] - Ten companies have filed for IPOs in the U.S., with three from China: 蓝山集团, 京睿旺铺, and 新子光电 [1] - Two companies are planning to go public this week: CoreWeave, Inc. and OMS Energy Technologies Inc. [1][4] Group 2: CoreWeave, Inc. - CoreWeave focuses on artificial intelligence, providing efficient AI model training solutions, and plans to have 32 data centers with over 250,000 GPUs by the end of 2024 [3] - The company aims to raise approximately $2.695 billion by offering 49 million shares at a price range of $47 to $55 per share [3] - Projected revenues for CoreWeave are $229 million for 2023 and $1.915 billion for 2024, with net losses of $594 million and $863 million respectively [3] Group 3: OMS Energy Technologies Inc. - OMS Energy Technologies manufactures surface wellhead systems and oil pipes for the oil and gas industry, with Saudi Aramco as its largest customer, accounting for 71% of its latest revenue [6] - The company plans to raise approximately $55.56 million by offering 5.56 million shares at a price range of $8 to $10 per share [6] - For the six months ending September 30, 2024, OMS Energy Technologies reported revenues of $129 million and a net profit of $30.7 million [6]

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 20, 2025. Registration No. 333-285512 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COREWEAVE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Michael Intrator Chief Executive Officer 290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ 07039 ( ...

IPO and Stock Offering - CoreWeave, Inc. is offering 49,000,000 shares of Class A common stock, with 47,178,660 shares offered by the company and 1,821,340 shares by selling stockholders[10]. - The expected initial public offering price per share is between $47.00 and $55.00, which would raise approximately $2.2 billion to $2.7 billion if all shares are sold at the midpoint[11]. - Following the offering, Michael Intrator will hold approximately 37.0% of the voting power, while co-founders will collectively hold about 79.0% of the voting power of the outstanding capital stock[13]. - The underwriters have the option to purchase up to an additional 7,350,000 shares to cover over-allotments[17]. - CoreWeave has applied to list its Class A common stock on Nasdaq under the symbol "CRWV"[12]. - The offering is contingent upon final approval of the listing on Nasdaq[12]. - The company will not receive any proceeds from the sale of shares by selling stockholders[11]. - Up to 2,450,000 shares, or 5% of the offering, are reserved for sale to current employees through a directed share program[18]. - The estimated net proceeds from the sale of Class A common stock are approximately $2.3 billion, or $2.7 billion if the underwriters' over-allotment option is fully exercised[143]. - Approximately $1.0 billion of the net proceeds will be used to repay the entire outstanding amount under the 2024 Term Loan Facility[144]. - The company will issue shares to OpenAI valued at $350 million, contingent upon the completion of the offering, equating to approximately 6,862,745 shares at an assumed IPO price of $51.00[140]. - After the offering, the total outstanding shares will be 473,480,931, or 480,830,931 if the underwriters exercise their over-allotment option in full[142]. - The co-founders will collectively hold approximately 79.0% of the voting power of the outstanding capital stock immediately following the offering[148]. - The company is classified as an emerging growth company, allowing it to take advantage of reduced disclosure obligations until December 31, 2025[137]. - The underwriters have a 30-day option to purchase up to an additional 7,350,000 shares of Class A common stock to cover over-allotments[140]. Business Model and Market Opportunity - CoreWeave's business model focuses on providing AI infrastructure and services, leveraging high-performance computing capabilities[39]. - The total spending on AI infrastructure is projected to reach approximately $399 billion by 2028, indicating a massive market opportunity for CoreWeave[79]. - The total addressable market for AI infrastructure is projected to grow from approximately $79 billion in 2023 to approximately $399 billion by 2028, representing a CAGR of 38%[122]. - Microsoft is the largest customer, and its future committed contract revenues will represent less than 50% of the expected total when combined with up to $11.55 billion from a Master Services Agreement with OpenAI[88]. - The company emphasizes the importance of a purpose-built AI cloud platform to meet the high-performance requirements of AI workloads[79]. - CoreWeave's platform is designed to deliver significant time and cost savings through orchestration, automation, and monitoring capabilities[83]. - The company collaborates with leading chipmakers and software providers to enhance its infrastructure and service offerings[87]. Financial Performance - Revenue for the years ended December 31, 2022, 2023, and 2024 was $16 million, $229 million, and $1.9 billion, representing year-over-year growth of 1,346% and 737% respectively[91]. - Cumulative increase of approximately $7.8 billion in committed spend from top five contract customers, representing a multiple of approximately 4x on initial contract value[90]. - Net loss for the years ended December 31, 2022, 2023, and 2024 was $31 million, $594 million, and $863 million respectively[91]. - Adjusted net loss for the years ended December 31, 2022, 2023, and 2024 was $27 million, $45 million, and $65 million respectively[91]. - Revenue for the year ended December 31, 2024, reached $1,915,426,000, a significant increase from $228,943,000 in 2023, representing a growth of approximately 736%[165]. - Total operating expenses for 2024 were $1,591,068,000, compared to $243,394,000 in 2023, indicating an increase of about 554%[165]. - The net loss attributable to common stockholders for 2024 was $937,765,000, compared to a net loss of $593,748,000 in 2023, reflecting a worsening of approximately 58%[165]. - Adjusted EBITDA is projected to increase from $(9,884) thousand in 2022 to $1,219,258 thousand in 2024, reflecting a substantial improvement in operational performance[175]. - The company anticipates a pro forma net loss per share attributable to common stockholders of $(2.33) for the year ended December 31, 2024, based on a weighted-average share count of 404,407[168]. - Total stockholders' equity is expected to improve from a deficit of $(413,598) thousand in 2024 to $2,784,006 thousand on a pro forma adjusted basis[168]. Infrastructure and Technology - CoreWeave's platform supports over 250,000 GPUs across 32 data centers, with a total contracted power of approximately 1.3 GW as of December 31, 2024[86]. - The company raised total commitments of $12.9 billion in debt to support the development of its platform as of December 31, 2024[87]. - CoreWeave's NVIDIA H100 Tensor Core GPU training cluster completed the MLPerf benchmark test in eleven minutes, which is 29 times faster than the next best competitor[82]. - CoreWeave Cloud Platform offers up to approximately 20% improvement in system MFU over comparative benchmark MFU performance[115]. - CoreWeave set an MLPerf record that was 29 times faster than competitors in 2023[115]. - Customers can obtain the latest GPU technologies at scale, with deployment of new chips in as little as two weeks from receipt from OEM partners[116]. - CoreWeave's infrastructure is optimized to run AI workloads, delivering data read speeds of up to 2GB per second per GPU[115]. - The company has a track record of being among the first to market with cutting-edge infrastructure technology, including NVIDIA H100 and H200 clusters[116]. - The company operates 32 active purpose-built data centers with over 250,000 GPUs as of December 31, 2024[10]. - The company has secured more than 360 MW of active power and approximately 1.3 GW of total contracted power as of December 31, 2024[10]. - The company plans to integrate Weights & Biases' capabilities into its CoreWeave Cloud Platform to enhance customer access and functionality[126]. Risks and Challenges - The company has identified material weaknesses in its internal control over financial reporting, which could impair its ability to produce accurate financial statements[129]. - The company is facing risks due to reliance on a limited number of suppliers, which could lead to increased costs and operational difficulties[184]. - The global energy market is experiencing inflation and volatility, which could materially affect the company's financial forecasting and operating results[195]. - The company may need to allocate substantial resources to build or upgrade data centers to handle increased customer usage, which could strain financial resources[186]. - Any disruption in the supply chain, including geopolitical factors, could adversely affect the availability of critical components like GPUs[188]. - The company has no long-term contracts with suppliers, exposing it to potential price increases and supply interruptions[185]. - The occurrence of power outages or shortages could significantly impact the company's ability to operate its data centers and meet customer demands[191]. - The company may develop its own data centers in the future, which could lead to unforeseen complexities and increased project costs[200]. - The reliance on third-party data centers introduces risks related to service disruptions and inadequate support, which could negatively impact performance[196]. - The company may incur additional costs if it does not accurately anticipate the data center capacity required by customers, leading to potential inefficiencies[198]. Future Plans and Strategy - The company plans to retain all available funds and future earnings for business operations and does not intend to pay dividends in the foreseeable future[154]. - The company aims to expand internationally to meet growing demand for AI applications and solutions[126]. - The company aims to expand its customer base and increase sales to existing customers, which is critical for sustaining revenue growth[179]. - The company is focused on developing new solutions and services to optimize its platform and maintain technological leadership[179]. - Stock-based compensation expense is expected to rise significantly from $1,490 thousand in 2022 to $31,487 thousand in 2024, reflecting increased investment in talent[1].

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 11, 2025. Registration No. 333-285512 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COREWEAVE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7372 82-3060021 (I.R.S. Employer ...

(State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7372 82-3060021 (I.R.S. Employer Identification Number) Table of Contents As filed with the U.S. Securities and Exchange Commission on March 3, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COREWEAVE, INC. (Exact name of registrant as specified in its charter) 290 ...