8-K/AMaterial AgreementsExhibits & Filings

CoreWeave, Inc. 8-K/A Report, Material Agreement (Jul 7, 2025)

Filed July 7, 2025For Securities:CRWV

Summary

CoreWeave, Inc. (CRWV) has filed an 8-K report detailing a material definitive agreement: an Agreement and Plan of Merger. This agreement outlines the terms under which CoreWeave (referred to as 'Parent' in the filing) will acquire Core Scientific, Inc. (the 'Company') through a merger. The transaction is structured as a stock-for-stock exchange where each share of Core Scientific common stock will be converted into 0.1235 shares of CoreWeave's Class A common stock. This acquisition represents a significant strategic move for CoreWeave, likely aimed at expanding its market position and capabilities within the high-performance computing and AI infrastructure sector. The merger is subject to customary closing conditions, including Core Scientific stockholder approval, the effectiveness of a registration statement for CoreWeave's shares, and regulatory approvals such as the Hart-Scott-Rodino Act. The agreement also details the treatment of Core Scientific's outstanding equity awards, stock options, warrants, and convertible notes, which will be converted into equivalent instruments or cash consideration based on the exchange ratio and specific terms. Investors should note the potential termination fees and the long-stop date of April 7, 2026, for the completion of the merger.

Key Highlights

  • 1CoreWeave (Parent) to acquire Core Scientific, Inc. (Company) via a merger.
  • 2Core Scientific shareholders will receive 0.1235 shares of CoreWeave Class A common stock for each share of Core Scientific common stock.
  • 3Outstanding equity awards, stock options, warrants, and convertible notes of Core Scientific will be converted into CoreWeave instruments or cash.
  • 4The transaction is subject to customary closing conditions, including stockholder approval and regulatory reviews.
  • 5A termination fee of $270.0 million is payable by Core Scientific to CoreWeave under certain circumstances.
  • 6The merger is expected to close by April 7, 2026, unless extended.
  • 7This filing initiates the formal process for the acquisition, with further details to be provided in SEC filings like a Form S-4.

Frequently Asked Questions

This 8-K filing announces that CoreWeave, Inc. ('Parent') has entered into a definitive agreement to acquire Core Scientific, Inc. ('Company') through a merger. It details the key terms of the merger agreement, including the exchange ratio and how existing Core Scientific equity and debt instruments will be treated.

Core Scientific shareholders will receive 0.1235 shares of CoreWeave's Class A common stock for each share of Core Scientific common stock they own. This is a stock-for-stock transaction.

The merger is contingent upon several conditions, including: adoption of the merger agreement by Core Scientific stockholders, effectiveness of a registration statement for the CoreWeave shares to be issued, expiration of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, absence of any governmental injunctions, and approval for listing of CoreWeave's Class A common stock on the Nasdaq Global Select Market.

Yes, the merger agreement includes termination rights for both parties. If Core Scientific terminates the agreement under specific circumstances, such as entering into a superior proposal, or if the company's board changes its recommendation, Core Scientific may be required to pay CoreWeave a termination fee of $270.0 million.