Core Scientific Inc SEC Filings

CoreWeave issued a Rule 425 communication urging Core Scientific stockholders to vote FOR their all‑stock merger. The company disagreed with proxy advisors ISS and Glass Lewis, stating the reports focus on Core Scientific’s current share price and overlook standalone risks.

Deal terms remain unchanged: Core Scientific stockholders would receive 0.1235 newly issued shares of CoreWeave Class A common stock for each Core Scientific share. The Boards of both companies unanimously approved the transaction, which is expected to close in the fourth quarter of 2025, subject to regulatory and Core Scientific stockholder approvals.

CoreWeave noted the SEC declared its Form S‑4 effective on September 26, 2025, and the related prospectus and Core Scientific’s definitive proxy statement were mailed on or about that date. The company reiterated that the merger consideration is, in its view, a fair representation of the relative value of the two companies and encouraged votes on the WHITE proxy card.

Core Scientific (CORZ) announced supplemental disclosures to its merger proxy/prospectus with CoreWeave to address stockholder complaints while the parties deny any additional disclosure is legally required. The Form S-4 for the merger was declared effective on September 26, 2025, and the proxy statement/prospectus was first mailed on or about that date. Several stockholder lawsuits challenging disclosures remain pending. To moot disclosure claims and avoid potential expense and delay, the companies provided added detail on director equity, valuation comparisons, and financial advisor analyses.

The supplements state that unvested RSU awards held by Core Scientific’s five non‑employee directors that would vest at closing have an estimated aggregate value of $8,515,576. Updated comparable company tables for both Core Scientific and CoreWeave are included. PJT’s DCF for Core Scientific references a terminal multiple range of 18.0x to 22.0x on terminal-year Adjusted EBITDA, which management estimated at $899 million, with business-line discount rates ranging from 10.00% to 21.00%. For CoreWeave, PJT applied a 20.0x to 30.0x exit multiple on Adjusted EBIT with a 10.00% to 12.00% discount rate.

Core Scientific, Inc. (CORZ) filed an 8‑K announcing supplemental disclosures to its proxy statement/prospectus for the proposed merger with CoreWeave. The updates expand valuation analyses and executive/director interests disclosed to shareholders.

The company added detail on director equity treatment, stating the estimated aggregate value of unvested RSU awards held by five non‑employee directors that would vest at the merger’s effective time is $8,515,576.

Valuation materials were supplemented. For Core Scientific, PJT’s discounted cash flow analysis applied an exit multiple range of 18.0x to 22.0x to a terminal-year Adjusted EBITDA estimated by management at $899 million, with after-tax discount rates ranging from 10.00% to 21.00% across business segments. For CoreWeave, PJT’s DCF used a 20.0x to 30.0x exit multiple on terminal-year Adjusted EBIT and a 10.00% to 12.00% after-tax discount rate. The Moelis comparable company tables for both Core Scientific and CoreWeave were also updated.

Two Seas Capital (CORZ) filed definitive additional proxy materials urging shareholders to vote AGAINST Core Scientific’s proposed sale to CoreWeave. The filing highlights that both leading proxy advisors—ISS and Glass Lewis—now recommend an AGAINST vote on the GOLD proxy card ahead of the special meeting on October 30, 2025.

ISS cited concerns around the board’s sale process, noting an “expeditious timeline,” limited exploration of alternatives, and the absence of protection against the volatility of the stock-based consideration. Glass Lewis similarly flagged deal structure and valuation, pointing to the lack of price-protection mechanisms and the market’s persistent premium for CORZ shares over the implied offer value. Glass Lewis referenced a roughly two‑month period where the implied consideration trailed Core Scientific’s closing price by an average daily spread of -11.4%, and ISS noted CORZ shares closed at a median 12.5% premium to the offer during a key window. Two Seas asserts the company has strong standalone potential in AI/HPC hosting and asks holders to follow the advisors’ recommendations.

Two Seas Capital, a major Core Scientific (NASDAQ: CORZ) shareholder, filed definitive additional proxy materials urging a vote AGAINST the proposed sale to CoreWeave (announced July 7, 2025). In a letter to shareholders, Two Seas argues the deal substantially undervalues Core Scientific.

The firm cites an implied value of about $17.50 per share based on the 0.1235 exchange ratio and CoreWeave’s October 16, 2025 stock price, noting CORZ has traded above the daily implied deal value for 44 straight trading days, by an average of 13%. Two Seas highlights sector transactions and peer stock performance to suggest greater standalone upside and asks holders to use the GOLD proxy card to vote against the transaction.

CoreWeave, Inc. shared a communication regarding its proposed acquisition of Core Scientific, Inc. (CORZ). The companies have filed key materials with the SEC: CoreWeave’s Form S-4 registering shares of CoreWeave common stock and warrants to be issued in the transaction was declared effective on September 26, 2025, and the related prospectus was filed the same day. Core Scientific filed its definitive proxy statement on September 26, 2025, and the prospectus and proxy were first mailed to Core Scientific stockholders on or about that date.

The notice emphasizes forward‑looking statements and outlines risks, including obtaining Core Scientific stockholder approval, fluctuations in the value of the stock consideration, integration execution, potential litigation, financing access, and regulatory and operational factors. Investors can access the S-4, prospectus, and proxy statement free of charge at sec.gov and the companies’ investor websites.

Core Scientific, Inc. furnished an updated investor presentation in connection with its upcoming special meeting to vote on the proposed merger with CoreWeave, Inc. The Special Meeting is scheduled for October 30, 2025. The materials are provided under Item 7.01 (Regulation FD) and are not deemed filed.

Regulatory materials for the transaction are in place: a joint Form S-4 was declared effective on September 26, 2025, with CoreWeave’s prospectus and Core Scientific’s definitive proxy statement filed the same day. The updated investor presentation is furnished as Exhibit 99.1.

Two Seas Capital filed definitive additional proxy materials opposing Core Scientific’s proposed sale to CoreWeave. The activist investor released an investor presentation and is urging shareholders to vote AGAINST the transaction on the GOLD proxy card.

Two Seas argues the deal reflects a “flawed process,” a “deficient structure,” and an “inadequate” exchange ratio, and says Core Scientific would be better off as a standalone company. Shareholders are scheduled to vote at a special meeting on October 30, 2025. Two Seas identifies itself as the largest active CORZ shareholder and notes approximately $1.9 billion in assets under management.

Core Scientific, Inc. (CORZ) furnished an investor presentation related to its pending merger with CoreWeave. The presentation (Exhibit 99.1) supports the upcoming special meeting of stockholders to consider and vote on adopting the Agreement and Plan of Merger with CoreWeave and related matters.

The special meeting is scheduled for October 30, 2025. The materials are furnished under Item 7.01 and are not deemed filed. The registration statement on Form S-4 for the transaction was declared effective on September 26, 2025, and Core Scientific subsequently filed a definitive proxy statement on September 26, 2025.