Core Scientific agrees to be acquired by CoreWeave in all-stock merger

Core Scientific, Inc./tx

• Each CORZ share will convert into 0.1235 shares of CoreWeave Class A common stock; exchange ratio fixed.
• Termination fee of $270M payable by Core Scientific if it accepts a superior proposal or changes recommendation.
• Merger requires Core Scientific stockholder approval, HSR clearance, and Nasdaq listing of CoreWeave shares.
• All outstanding Core Scientific equity awards and warrants will be converted into CoreWeave equity on comparable terms.
• Named executive officers to receive severance (2x salary+bonus plus 24mo COBRA) and excise tax gross-up upon closing.