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Core Scientific, Inc. (NASDAQ: CORZ) filed a Form 8-K announcing it has signed a definitive Agreement and Plan of Merger with privately-held CoreWeave, Inc. dated 7 July 2025. Under the agreement Miami Merger Sub I, a wholly-owned subsidiary of CoreWeave, will merge with and into Core Scientific, leaving Core Scientific as a wholly-owned subsidiary of CoreWeave.

Merger consideration: each share of Core Scientific common stock will be converted into the right to receive 0.1235 shares of CoreWeave Class A common stock (the 鈥淓xchange Ratio鈥�). Treasury shares and shares already owned by either party will be cancelled with no consideration.

Equity awards and warrants will be treated as follows:

• Unvested RSUs and PSUs held by specified executives and non-employee directors vest in full and are exchanged for CoreWeave shares at the Exchange Ratio.
• Other RSUs/PSUs roll over into equivalent CoreWeave awards, preserving original vesting schedules (performance metrics convert to time-based for most PSUs).
• 鈥淚n-the-money鈥� stock options convert into CoreWeave options according to a Black-Scholes-based formula tied to the Exchange Ratio; out-of-the-money options are cancelled without consideration.
• Tranche 1 and Tranche 2 warrants will convert into new CoreWeave warrants for a proportionate number of shares with exercise prices adjusted by the Exchange Ratio.

Closing conditions include: (1) majority approval by Core Scientific shareholders, (2) SEC effectiveness of a CoreWeave Form S-4, (3) HSR antitrust clearance, (4) absence of injunctions, and (5) Nasdaq listing of the new CoreWeave shares. Each party鈥檚 obligation is further conditioned on the other party鈥檚 representations being accurate and the absence of material adverse effect.

Termination provisions & fees: Either side may terminate for customary reasons (failure to close by 7 April 2026, injunction, breach, or shareholder vote failure). Core Scientific must pay CoreWeave a $270 million termination fee if the board withdraws its recommendation or enters a superior proposal before shareholder approval.

Executive compensation changes: The board approved (i) excise-tax gross-up agreements covering potential Section 4999 liabilities triggered by the transaction and (ii) separation letters providing each named executive two years鈥� salary plus bonus and 24 months of COBRA premiums upon closing, conditioned on continued employment through closing.

Next steps: CoreWeave will file a Form S-4 containing a joint proxy statement/prospectus; Core Scientific shareholders will receive definitive materials before voting. No earnings data were included in this filing.