8-K/A: CoreWeave to Acquire Core Scientific in All-Stock Merger Valued at 0.1235 Shares Per Share

CoreWeave, Inc. has entered into a definitive agreement to acquire Core Scientific, Inc. in an all-stock transaction, with each Core Scientific share converting into 0.1235 shares of CoreWeave Class A common stock.

Summary

• CoreWeave, Inc. (Parent) will acquire Core Scientific, Inc. (the Company) through a merger where Miami Merger Sub I, Inc., a wholly-owned subsidiary of CoreWeave, will merge into Core Scientific.
• Core Scientific will survive the merger as a wholly-owned subsidiary of CoreWeave.
• Each outstanding share of Core Scientific common stock (excluding treasury shares or those held by Parent/Merger Sub) will be converted into the right to receive 0.1235 fully paid and non-assessable shares of CoreWeave Class A common stock.
• Core Scientific RSU Awards held by specified individuals (including Adam Sullivan, Jim Nygaard, and Todd DuChene) or non-employee directors will fully vest and convert into CoreWeave Class A common stock based on the exchange ratio.
• Other Core Scientific RSU Awards will convert into Parent Rollover RSU Awards, subject to substantially the same vesting and forfeiture conditions.
• Core Scientific PSU Awards held by specified individuals will fully vest and convert into CoreWeave Class A common stock, with performance conditions deemed achieved at 300%.
• Other Core Scientific PSU Awards will convert into time-based Parent Rollover PSU Awards, with performance conditions deemed achieved at 300% and service vesting dates of December 31, 2026 (for 2024 grants) or December 31, 2027 (for 2025 grants).
• In-the-money Core Scientific Options will convert into CoreWeave Class A common stock based on a net share amount and the exchange ratio; out-of-the-money options will be cancelled without consideration.
• Core Scientific's Tranche 1 and Tranche 2 Warrants will convert into New Tranche 1 and New Tranche 2 Warrants exercisable for CoreWeave Class A common stock, with adjusted exercise prices.
• Conversion rights for Core Scientific's 3.00% Convertible Senior Notes due 2029 and 0.00% Convertible Senior Notes due 2031 will be converted into rights to convert into CoreWeave Class A common stock, adjusted for the exchange ratio.
• The merger is intended to qualify as a reorganization under Section 368(a) of the U.S. Internal Revenue Code.
• As of July 2, 2025, Core Scientific had 303,694,175 shares of common stock outstanding, 16,766,394 shares underlying RSU Awards, 11,650,284 shares underlying PSU Awards (at maximum), 344,076 shares underlying Options, 97,540,730 shares underlying Tranche 1 Warrants, 14,754,345 shares underlying Tranche 2 Warrants, 51,783,625 CVRs, and 288,460 shares held in reserve for disputed claims.
• As of July 2, 2025, CoreWeave had 369,949,555 shares of Class A Common Stock outstanding, 118,102,040 shares of Class B Common Stock outstanding, 6,588,000 shares of Parent Common Stock held in treasury, 71,209,656 shares subject to Parent Equity Awards, 46,492,798 shares reserved under Parent Equity Plans, 4,337,386 shares underlying Parent Warrants ($1.55 exercise price), 7,807,282 shares underlying Parent Warrants ($0.0005 exercise price), and 375,000 shares subject to an equity greenshoe option.

Sentiment

Score: 7

Explanation: The document outlines a definitive merger agreement, which is a significant strategic move. The terms appear standard for such a transaction, with clear conditions and a stated intention for tax-free reorganization. The commitment to employee benefits post-merger is a positive. The primary negative is the substantial termination fee, but this is typical for merger agreements. Overall, it presents a clear path forward for the companies involved.

Positives

• The merger is structured as an all-stock transaction, preserving cash for the combined entity.
• The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Code, which could be beneficial for stockholders.
• Existing indemnification rights for Core Scientific directors and officers will survive the merger for six years, providing continuity of protection.
• CoreWeave commits to providing Core Scientific employees with comparable annual base salary/wages, target cash incentive opportunities, and long-term incentive opportunities for one year post-merger, along with no less favorable severance benefits.

Negatives

• Core Scientific will be required to pay CoreWeave a termination fee of $270.0 million under specified circumstances, such as an Adverse Recommendation Change or termination to enter into a Superior Proposal.
• Out-of-the-money Core Scientific options will be cancelled with no consideration, potentially impacting option holders.

Risks

• The completion of the proposed transaction on anticipated terms, or at all, and timing of completion, including obtaining regulatory approvals that may be required on anticipated terms and the Company stockholder approval for the proposed transaction.
• 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 proposed transaction, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period.
• The ability of Parent and the Company to integrate their businesses successfully and to achieve anticipated synergies and value creation.
• Potential litigation relating to the proposed transaction that could be instituted against Parent, the Company or their respective directors and officers.
• The risk that disruptions from the proposed transaction will harm Parent's or the Company'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 proposed transaction.
• Rating agency actions and Parent's and the Company's ability to access shortand 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 Parent and the Company.
• Potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect Parent's and/or the Company's financial performance and operating results.
• Certain restrictions during the pendency of the proposed transaction that may impact the Company'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 Parent or the Company and other political or security disturbances.
• Dilution caused by Parent's issuance of additional shares of its securities in connection with the proposed transaction.
• 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 Parent and/or the Company data center sites, including any delays in the conversion of such sites from crypto mining facilities to high-performance computing sites.

Future Outlook

The merger is expected to combine the businesses of CoreWeave and Core Scientific, with the intention for the combined entity to achieve anticipated synergies and value creation. The transaction is structured to qualify as a tax-free reorganization. The parties will work towards obtaining necessary regulatory approvals and stockholder approval to consummate the merger by April 7, 2026.

Management Comments

• The Core Scientific Board has unanimously determined that the Agreement and the Contemplated Transactions are advisable, fair to, and in the best interests of the Company and its stockholders.
• The Core Scientific Board has unanimously approved the execution and delivery of the Agreement, the performance by the Company of its covenants and agreements, and the consummation of the Contemplated Transactions, including the Merger.
• The Core Scientific Board has directed that the adoption of the Agreement be submitted to a vote at a meeting of the Company Stockholders and resolved to recommend that the Company Stockholders approve the Merger and adopt the Agreement.
• The CoreWeave Board has unanimously determined that the Agreement and the Contemplated Transactions are advisable and in the best interests of Parent and its stockholders.
• The CoreWeave Board has unanimously approved the execution and delivery of the Agreement, the performance by Parent of its covenants and agreements, and the consummation of the Contemplated Transactions, including the Merger and the issuance of shares of Parent Class A Common Stock, New Tranche 1 Warrants and New Tranche 2 Warrants.

Industry Context

This merger signifies a strategic consolidation within the artificial intelligence, power, data center, and crypto mining industries. The combined entity aims to leverage the strengths of both companies, potentially enhancing capabilities in high-performance computing and data center operations. The transaction reflects a broader trend of companies seeking to integrate and optimize infrastructure for AI and digital asset operations, potentially converting crypto mining facilities to high-performance computing sites.

Corporate Governance

Legal Proceedings

• The document mentions potential litigation relating to the proposed transaction that could be instituted against Parent, the Company or their respective directors and officers.
• It also notes that neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Body alleging any violation or noncompliance of any applicable Law, or asserting any fine, assessment or cease and desist order, or the suspension, revocation or limitation or restriction of any Permit issued to or held by the Company or any of its Subsidiaries, except where such would not reasonably be expected to have a Company Material Adverse Effect.
• No Actions are pending or threatened against the Company or its Subsidiaries that would reasonably be expected to have a Company Material Adverse Effect.

Related Party Transactions

• The document states that since June 30, 2022, there have been no transactions, agreements, arrangements, or understandings that would be required to be disclosed under Item 404(a) of Regulation S-K that have not been otherwise disclosed in the Company SEC Documents filed prior to the date hereof.
• It also mentions an equity greenshoe option granted to Magnetar Financial LLC pursuant to the Parent 2021 Note Purchase Agreement, which is a specific related party transaction.

Stakeholder Impact

• **Shareholders (Core Scientific)**: Will receive CoreWeave Class A common stock, converting their ownership into shares of the combined entity. The transaction is intended to be tax-free for U.S. federal income tax purposes.
• **Shareholders (CoreWeave)**: Will experience dilution due to the issuance of new shares for the acquisition.
• **Employees (Core Scientific)**: Will receive comparable annual base salary/wages, target cash incentive opportunities, and long-term incentive opportunities for one year post-merger. Severance benefits will be no less favorable. Service with Core Scientific will be recognized for new benefit plans.
• **Directors and Officers (Core Scientific)**: Existing indemnification rights and D&O insurance coverage will be maintained for six years post-merger.
• **Convertible Note Holders (Core Scientific)**: Their conversion rights will be adjusted to allow conversion into CoreWeave Class A common stock.
• **Warrant Holders (Core Scientific)**: Their warrants will convert into new warrants exercisable for CoreWeave Class A common stock with adjusted terms.

Next Steps

• Core Scientific stockholders must vote to adopt the Merger Agreement.
• CoreWeave will file a Registration Statement on Form S-4 with the SEC, which must become effective.
• The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 must expire or be terminated.
• No injunctions or laws prohibiting the merger must be in effect.
• The shares of CoreWeave Class A Common Stock to be issued must be approved for listing on NASDAQ.
• Core Scientific will take actions required by its indentures for convertible notes as a result of the merger.
• CoreWeave and Core Scientific will cooperate to ensure the merger qualifies as a reorganization for U.S. federal income tax purposes.
• Core Scientific will purchase a tail policy for directors and officers liability insurance prior to the Effective Time.
• CoreWeave will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain no less favorable indemnification provisions.
• Core Scientific will cooperate with CoreWeave to delist its common stock and warrants from NASDAQ and deregister them under the Exchange Act after the Effective Time.
• Core Scientific will use commercially reasonable efforts to obtain lien release documentation for its indebtedness.

Key Dates

Keywords

Merger, Acquisition, CoreWeave, Core Scientific, Stock-for-stock, SEC filing, 8-K/A, Corporate transaction, Artificial intelligence, Data center, Crypto mining, High-performance computing, Exchange ratio, Convertible notes, Warrants, Equity awards, Reorganization