CORZ

CoreWeave Merger and Corporate Structure

Cluster Description

Commitments related to the proposed CoreWeave transaction and subsequent corporate status; the October 30, 2025 termination supersedes and nullifies earlier merger-focused commitments.

Commitments

• October 30, 2025: Terminated the previously announced merger agreement with CoreWeave, thereby superseding and nullifying all prior merger-related commitments.
• October 30, 2025: Committed to remain a publicly traded company with common stock continuing to trade on Nasdaq under the ticker CORZ.
• October 24, 2025: Committed to hold a virtual Special Meeting on October 30, 2025 to submit the Merger Agreement to a stockholder vote.
• October 24, 2025: Filed and made available a definitive proxy statement with the SEC to facilitate the merger vote.
• October 24, 2025: Opted not to host a Q3 2025 earnings call or presentation due to the pending CoreWeave transaction.
• August 08, 2025: Entered a Merger Agreement with CoreWeave for an all-stock transaction at an exchange ratio of 0.1235 shares, which was later terminated on October 30, 2025.
• July 07, 2025: Announced CoreWeave would acquire Core Scientific in an all-stock transaction expected to close in Q4 2025, which was later terminated on October 30, 2025.

HPC/Colocation Transformation and Capacity Expansion

Cluster Description

Operational pivot from self-mining to high-density colocation for AI/HPC workloads, with site conversions and major capacity additions; later statements keep the colocation focus while other clusters address continued mining where profitable.

Commitments

• August 07, 2025: Committed to transition from bitcoin mining to high-density colocation services for HPC workloads, with the shift initiated in 2024 and ongoing.
• August 07, 2025: Continued construction, refurbishment, and conversion of data centers to support AI-related workloads as part of the colocation strategy.
• August 07, 2025: Focused on expanding the customer base and infrastructure for high-density colocation services to drive revenue growth.
• May 07, 2025: Committed to deliver 250 MW of billable capacity to CoreWeave by the end of 2025, including an initial 8 MW tranche by end of May and approximately 40 MW by the end of Q2 2025.
• February 26, 2025: Expanded contracted HPC infrastructure by adding 70 MW at Denton, bringing total contracted HPC infrastructure to approximately 590 MW across six sites.
• February 26, 2025: Projected total revenue of $10.2 billion over a 12-year contract term from HPC hosting agreements.
• February 26, 2025: Planned to fund $104 million of additional capital expenditures associated with the Denton expansion at approximately $1.5 million per MW.
• February 26, 2025: Actively sought additional sites to expand HPC hosting capacity, targeting approximately 900 MW of gross capacity.
• February 27, 2025: Committed to constructing and converting facilities to support AI workloads, including utilizing 870 MW of billable power and converting ten facilities across multiple states.
• February 19, 2025: Announced expansion into Auburn, Alabama with a new HPC facility backed by an initial approximately $135 million investment and total project investment expected to exceed $400 million.
• December 05, 2024: Secured approvals to expand operations in Denton with up to 394 MW of power allocation and an additional 300 MW of critical IT load.
• November 20, 2024: Received Denton City Council approval to expand HPC infrastructure, including installing one of North America’s largest GPU supercomputers with a projected $6.1 billion real property investment.
• November 18, 2024: Committed to develop a 100 MW HPC data center in Muskogee, Oklahoma, expected operational in 2026 with a potential 12-year contract value of $8.7 billion plus extension options.

Commercial Strategy and Customer Diversification

Cluster Description

Contracting and go-to-market strategy to diversify revenue and reduce single-customer concentration, while aligning capacity adds with demand.

Commitments

• May 07, 2025: Aimed to build a more diverse customer base so that CoreWeave represents less than 50% of billable capacity by the end of 2028.
• May 07, 2025: Pursued adding approximately 300 MW across existing sites and targeting an additional 400 MW via new developments by 2027 to support diversified demand.
• February 26, 2025: Committed to fully contract remaining HPC hosting capacity while reducing reliance on CoreWeave to less than 50% of critical IT load by the end of 2028.
• February 26, 2025: Focused on executing existing HPC contracts, including approximately $1.2 billion in additional contracted revenue over a 12-year term from a new CoreWeave agreement.
• February 26, 2025: Adopted a capital deployment approach to defer significant CapEx until customer negotiations are finalized to align investments with demand.
• February 26, 2025: Pursued strategic M&A to acquire stabilized data center assets or projects with anchor contracts to accelerate customer and capacity growth.

Financial Strategy, Capital Structure, and Liquidity

Cluster Description

Capital markets, liquidity, debt management, and funding of growth; later transactions and disclosures supersede earlier financing announcements where applicable.

Commitments

• October 24, 2025: Reported that $196.4 million of Q3 2025 capital expenditures would be funded by CoreWeave under existing colocation agreements, out of $244.5 million total CapEx.
• May 07, 2025: Maintained strong liquidity to execute organic and inorganic growth opportunities, with $778.6 million in cash, cash equivalents, and digital assets.
• March 03, 2025: Strengthened the capital structure by raising over $1 billion through two convertible note transactions.
• February 27, 2025: Committed approximately $1.14 billion to capital expenditures over the next year, with $899.3 million reimbursable by customers under existing agreements.
• February 27, 2025: Committed to effective debt management, with $1.12 billion of notes payable, $17.7 million due within one year, and expected interest payments of $15.8 million over the next twelve months.
• February 26, 2025: Allocated $104 million to fund additional capital expenditures for the Denton expansion at roughly $1.5 million per MW.
• February 26, 2025: Strengthened financial foundation with a $625 million convertible note offering completed in Q4 2024.
• December 03, 2024: Priced an upsized $550 million 0.00% convertible senior notes offering due 2031, estimating $535.6 million in net proceeds (or $608.7 million if the over-allotment is fully exercised).
• December 02, 2024: Announced intention to offer $500 million convertible senior notes due 2031, which was superseded by the upsized $550 million pricing on December 03, 2024.

Mining Operations, Hosting, and Energy Management

Cluster Description

Ongoing commitments to operate self-mining and hosting efficiently and support local grids; later statements clarify continuity of mining based on profitability even as colocation expands.

Commitments

• August 07, 2025: Continued to mine digital assets as long as it remains profitable while the company transitions to colocation services.
• April 07, 2025: Increased self-mining output to 247 bitcoins in March 2025 while continuing to host approximately 7,000 customer-owned miners and delivering 35,295 MWh to local grids.
• March 05, 2025: Optimized February self-mining to 215 bitcoins, hosted approximately 7,000 customer miners earning an estimated 16 bitcoins, and delivered 50,373 MWh to local grids.
• February 27, 2025: Maintained operational efficiency in self-mining with an average fleet efficiency of 24.4 joules per terahash for the three months ended March 31, 2025.
• February 05, 2025: Earned 256 self-mined bitcoins in January 2025, hosted approximately 7,000 customer miners earning an estimated 17 bitcoins, and delivered 48,236 MWh to local grids.
• January 06, 2025: Maintained bitcoin production of 291 bitcoins in December 2024 while providing hosting services for approximately 7,000 customer-owned miners and delivering 30,985 MWh to local grids.

Governance, Leadership, and Organizational Development

Cluster Description

Leadership changes and organizational commitments aimed at executing strategy and strengthening corporate capabilities.

Commitments

• May 16, 2025: Committed to execute the company’s long-term growth strategy, underscored by the appointment of Elizabeth Crain to the board of directors.
• May 13, 2025: Continued strengthening of the financial foundation following emergence from bankruptcy, highlighted by two significant capital raises during a board member’s tenure.
• March 03, 2025: Transitioned to a new Chief Financial Officer, effective March 17, 2025, to strengthen leadership and financial strategy.
• March 03, 2025: Ensured a seamless CFO transition with outgoing leadership assisting through May 01, 2025 to maintain operational continuity.
• January 09, 2025: Enhanced brand presence and growth prospects by appointing a Chief Marketing Officer to lead global marketing and partnerships.

Risk Management and Regulatory Compliance

Cluster Description

Mitigation of tariff risk and adherence to evolving regulatory requirements for digital assets and data centers.

Commitments

• August 07, 2025: Analyzed and worked to minimize future impacts of tariffs on equipment and materials for colocation and mining operations.
• August 07, 2025: Monitored and adapted to evolving regulations affecting digital assets and data center operations to maintain compliance.
• February 27, 2025: Addressed tariff impacts beginning February 01, 2025 by capping certain financial contributions under existing agreements to limit cost inflation and delays.

Innovation and R&D

Cluster Description

Investments to enhance technology, products, and operational efficiency supporting HPC and adjacent markets.

Commitments

• August 07, 2025: Continued investing in research and development to enhance service offerings and operational efficiencies across colocation and mining.
• February 27, 2025: Invested in R&D, including proprietary hardware and software, to optimize operations and address advanced technology requirements.
• February 27, 2025: Increased research and development expenses by $4.6 million in 2024 to support growth in HPC and AI applications.