CoreWeave to acquire Core Scientific in all-stock merger with 0.1235 exchange ratio

CoreWeave, Inc.

Each Core Scientific share converts into 0.1235 shares of CoreWeave Class A common; no cash consideration.
Core Scientific RSUs/PSUs convert to CoreWeave RSUs at same ratio; certain executives get full acceleration.
Closing requires Core Scientific stockholder approval, SEC S-4 effectiveness, HSR clearance, Nasdaq listing.
Core Scientific pays $270M termination fee if board changes recommendation or accepts superior proposal.
Outside date for closing is April 7, 2026; deal subject to no material adverse effect from July 7, 2025.

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