CoreWeave Inc. has responded to proxy advisor recommendations from Institutional Shareholder Services Inc. (ISS) and Glass Lewis regarding its proposed all-stock acquisition of Core Scientific, Inc. The company strongly disagrees with the advisors’ recommendations to vote against the transaction. While both ISS and Glass Lewis acknowledge the strategic value of the merger, CoreWeave argues that their opposition is based primarily on Core Scientific’s current stock price and fails to account for the risks of the company remaining independent. Michael Intrator, CoreWeave’s Chief Executive Officer, Chairman of the Board, and co-founder, emphasized that the proposed merger represents the best long-term option for Core Scientific shareholders. He highlighted that the deal was unanimously approved by Core Scientific’s board and reflects a fair valuation based on deep insights into the AI industry, capital markets, and Core Scientific’s fundamentals. Intrator urged shareholders to vote FOR the transaction using the WHITE proxy card. Under the terms of the agreement, announced on July 7, 2025, Core Scientific shareholders will receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock they hold. The transaction is expected to close in the fourth quarter of 2025, pending regulatory approval and shareholder consent. Both companies’ boards have approved the deal. CoreWeave has filed a registration statement on Form S-4 with the SEC, which was declared effective on September 26, 2025. The related prospectus and Core Scientific’s definitive proxy statement were also filed and distributed to shareholders on that date. Investors and security holders are encouraged to review these documents carefully, as they contain critical information about the merger. Free copies are available through the SEC’s website or the companies’ investor relations pages. The communication includes forward-looking statements about the transaction’s expected timing, benefits, and integration, but notes that actual outcomes may differ due to various risks, including regulatory hurdles, market fluctuations, shareholder approval, integration challenges, litigation, and broader economic and industry conditions. These risks are detailed in the filed documents. CoreWeave and Core Scientific, along with their directors and executive officers, may be considered participants in the proxy solicitation. Information about their interests is included in the proxy statement and prospectus. This communication is for informational purposes only and does not constitute an offer or solicitation. No securities will be offered except through a registered prospectus. The companies are not obligated to update forward-looking statements unless required by law.