Core Scientific, Inc. · NASDAQ:CORZ
Core Scientific — Core Scientific, Inc./tx — Merger or Acquisition (October 2025)
31 slides from Core Scientific's merger presentation, Oct 14, 2025
Slide 1: Proposed Merger between Core Scientific and CoreWeave
Proposed Merger between Core Scientific and CoreWeave October 2025
Slide 2: Executive Summary
Executive Summary 2 The Core Scientific Board of Directors (the “Board”) unanimously determined that the proposed transaction with CoreWeave represents the best available alternative for all Core Scientific stockholders and recommends all stockholders vote FOR the transaction 1 The proposed transac
Slide 3: Transaction Summary
Transaction Summary Transaction Terms Core Scientific stockholders to receive 0.1235 newly-issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock held Exchange ratio of 0.1235 reflects a ~71% premium to the 10-day VWAP exchange ratio as of June 25, 2025, prior
Slide 4: Historical Timeline and Share Price Performance Over Time
Historical Timeline and Share Price Performance Over Time Since Core Scientific’s Emergence from Bankruptcy, Core Scientific and CoreWeave have significantly expanded their commercial relationship, which culminated in the announcement of an all-stock merger - Jan-24 Mar-24 $2 $4 $6 $8 $10 $12 $14 $1
Slide 5: Significant Potential Pro Forma Combination Benefits
Significant Potential Pro Forma Combination Benefits 1 5
Slide 6: Core Scientific is Closely Linked to CoreWeave Today
Core Scientific is Closely Linked to CoreWeave Today CoreWeave is Core Scientific’s main colocation customer today and represents the vast majority of its total consolidated revenue in 2026E Revenue Detail $96.9 $698.7 $290.5 $2.0 $177.0 $41.1 $389.4 $916.7 2025E 2026E BTC Mining & Hosting Managemen
Slide 7: The Majority of Core Scientific's Forward-Looking Value is Based on CoreWeave Contracts
The Majority of Core Scientific’s Current Forward-Looking Value is Based on CoreWeave Contracts CoreWeave- Related ~72% CoreWeave- Related ~59% CoreWeave- Related ~50% Colocation Contracted Colocation Pipeline BTC Mining & Hosting Source: S&P Capital IQ, Core Scientific Management Financial Projecti
Slide 8: Potential Pro Forma Combination Benefits
8 Potential Pro Forma Combination Benefits The combined company will benefit from a number of potential cost savings and synergies, which will create value for Core Scientific stockholders Source: Management estimates Pro forma ownership in an “up the stack”, high-growth tech stock currently valued
Slide 9: Significant Total Addressable Market
Significant Total Addressable Market 9 ~$400bn 2028E Addressable Market ~$330bn Training Infrastructure ~$49bn Inference Infrastructure ~$20bn Workload Monitoring The combination of CoreWeave and Core Scientific creates a platform positioned to capture a greater share of the $400bn AI infrastructure
Slide 10: Accelerates and De-risks Path to Scale for Both Companies
Accelerates and De-risks Path to Scale for Both Companies The Transaction verticalizes CoreWeave’s data center footprint ownership to help future-proof revenue growth and enhance core profitability, and supports a more resilient path to scale for the pro forma company, creating additional upside for
Slide 11: Verticalization Creates Differentiated Leading Large-Cap AI Infrastructure Player
Verticalization Creates Differentiated Leading Large-Cap AI Infrastructure Player Managed Software Services Infrastructure Services Data Centers Application Software Services Bare Metal VPC CKS LOTA Nimbus Bluefield DPUs InfiniBand NVlink GB200 Mission Control FLCC NLCC Mission Control & Observabili
Slide 12: $500mm+ Estimated Annual Run Rate Operating Expense Savings by End of 2027
$500mm+ Estimated Fully Ramped, Annual GAAP Run Rate Operating Expenses Savings by the End of 2027 + Lease Overhead Elimination (Day 1 Realization) - Synergizedngoing(O OperRealization)a ting Expenses Significant Cash Cost Saving Potential for Combined Company The Transaction has the potential for $
Slide 13: CoreWeave's Growth Justifies Multiple Expansion
7.3x 5.0x 9.0x 7.8x 2026E 2027E 10.2x 6.8x 15.5x 14.8x 2026E Potential Multiple Expansion 2027E CoreWeave’s Growth Justifies Multiple Expansion 2027E CoreWeave Consensus Selected Publicly Traded Pureplay and Diversified Cloud Companies1 Consensus Median TEV / EBITDA 13 Source: S&P Capital IQ (as of
Slide 14: Combination Eliminates Risks of Core Scientific Standalone Execution
Combination Eliminates Risks of Core Scientific Standalone Execution 2 14
Slide 15: Potential Risks to Core Scientific's Standalone Plan
Potential Risks to Core Scientific’s Standalone Plan 2 Core Scientific’s Standalone Plan includes execution risks; the Transaction significantly de-risks the Company’s growth and provides upside potential to Core Scientific stockholders Core Scientific’s Colocation Pipeline Business projects ~$7.3bn
Slide 16: Core Scientific's Colocation Pipeline Requires Substantial CapEx
Core Scientific’s Colocation Pipeline Requires Substantial CapEx Core Scientific’s Colocation Pipeline plan requires ~$7.3bn of cumulative CapEx spend over the next eight years, with over 75% ($5.7bn) required in the first four years (Colocation Pipeline UFCF remains negative until 2030E) Colocation
Slide 17: Pipeline CapEx Buildout Significantly More Expensive than Contracted CapEx
$1.5 $11.9 17 Pipeline CapEx Buildout is Significantly More Expensive than Contracted CapEx and Much of that CapEx Will Require Pre-Funding in Advance of Contracts 7.9x Source: Core Scientific Management Financial Projections (as of 06/18/2025), Management estimates 1. Up to $1.5 million per MW (or
Slide 18: Attractive Exchange Ratio
Attractive Exchange Ratio 3 18
Slide 19: Attractive Exchange Ratio
0.0893x 0.0900x 0.0793x 0.0723x 0.0771x 0.1235x VWAP Since CRWV IPO (3/27/25) 30-Day VWAP 20-Day VWAP 10-Day VWAP Unaffected1 Attractive Exchange Ratio The Transaction reflects an attractive exchange ratio premium relative to historical exchange ratios 3 60% 71% 56% 37% 38% 5.5% 5.2% 5.6% 6.3% 5.5%
Slide 20: Contribution Analysis: Core Scientific & CoreWeave
5.5% 5.5% 7.0% 4.8% 4.6% 1.4% 3.0% 3.6% 2.6% 5.7% 5.9% 9.0% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% Implied pro forma ownership of 8.9% reflects a premium to Core Scientific’s relative leverage-adjusted financial contributions to the combined company 10.0% Core Scientific Leverage- Adjusted Implied
Slide 21: Attractive Exchange Ratio Compared to Other Transactions
4.8% 20.2% 31.4% 60.3% 70.7% 25th Percentile Average 75th Percentile 90th Percentile Premium to the 10-Day VWAP Unaffected Exchange Ratio Attractive Exchange Ratio Compared to Other Transactions The announced Transaction represented a 71% premium to the 10-day VWAP unaffected exchange ratio, placing
Slide 22: Analyst Price Targets Signal Strong Momentum Despite Near-Term Volatility
$120 $150 $135 $125 Equity Research Analysts remain confident given CoreWeave’s robust pipeline and favorable AI sector tailwinds, leading to an appreciation of price targets post-announcement $200 $120 1 $130 $140 $140 $180 $180 $180 $168 1 $165 $170 $120 $174 $91 $164 $165 $175 22 Analyst Price Ta
Slide 23: Transaction Resulted from Independent, Board-Led Evaluation of Strategic Alternatives
Transaction Resulted from Independent, Board-Led Evaluation of Strategic Alternatives 4 23
Slide 24: Core Scientific's Highly Engaged Board Upheld Best Practices
Core Scientific’s highly engaged Board upheld best practices throughout its oversight of the transaction process Six member Board with five independent directors led by independent Chairman Core Scientific’s directors hold extensive experience in finance, M&A and the Blockchain / Crypto sector Core
Slide 25: Highly Qualified, Engaged and Independent Board Oversaw Process
Highly Qualified, Engaged and Independent Board Oversaw Process Independent Chairman of the Board Managing Partner of SBNY (an investor in early-stage disruptive technology companies) Prior 16-year career on the early stage investing team at SoftBank Capital Co-founder of Software Distribution Servi
Slide 26: Negotiations Resulted in Significant Exchange Ratio Increases
0.0920x 0.1220x 0.1235x June 05, 2025 Negotiations Resulted in Significant Exchange Ratio Increases Core Scientific / CoreWeave Exchange Ratio: 0.1235x 34% Increase from Initial Bid CoreWeave indicated that the June 27th offer represented its best and final offer CoreWeave has since reaffirmed publi
Slide 27: Conclusion
Conclusion 27
Slide 28: Conclusion
Conclusion The Board unanimously determined that the Transaction with CoreWeave represents the best available alternative for all Core Scientific stockholders and recommends that all Core Scientific stockholders vote FOR the transaction 1 The proposed transaction provides significant pro forma comb
Slide 29: Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities 27 Exchange Act of 1934, as amended. In this context, forward-looking statements often addres
Slide 30: Important Information about the Transaction and Where to Find It
Important Information about the Transaction and Where to Find It In connection with the proposed transaction between Core Scientific and CoreWeave, Core Scientific and CoreWeave filed with the SEC a registration statement on Form S-4 on August 20, 2025, which was amended on September 17, 2025 and Se
Slide 31: Core Scientific
Oo; CORE SCIENTIFIC
Core Scientific, Inc./tx — Merger or Acquisition (October 2025) on 6ix