Core Scientific shareholders rejected CoreWeave’s proposed acquisition, and the companies terminated their merger agreement on October 30, 2025. The offer advertised an approximately 66% premium, but it was an all-stock deal with a fixed exchange ratio—not a guaranteed cash payout. Opponents argued that Core Scientific holders could do better by remaining independent as demand for AI computing infrastructure grew; CoreWeave countered that independence carried substantial financing and execution risks.
What CoreWeave offered
CoreWeave and Core Scientific announced a definitive all-stock merger agreement on July 7, 2025. For each Core Scientific share, shareholders would receive 0.1235 newly issued CoreWeave Class A shares. The companies estimated an equity value of approximately $9.0 billion using CoreWeave’s five-day volume-weighted average share price, and described the offer as a roughly 66% premium to Core Scientific’s June 25 unaffected closing price of $12.30. Those were announcement-date calculations, not a promised dollar amount at closing: because the exchange ratio was fixed, the value of the consideration would rise or fall with CoreWeave’s share price. Deal announcement
CoreWeave presented the transaction as a way to vertically integrate data-center ownership, improve operating efficiency, make infrastructure financing more flexible, and gain greater control over power capacity. The companies said Core Scientific’s footprint represented approximately 1.3 gigawatts of gross power, with more than 1 gigawatt of potential gross power available for expansion. These were company-provided figures and expansion potential, not a guarantee that all power would be developed or used. Merger announcement and strategic rationale
Why shareholders pushed back
The fixed ratio left holders exposed to CoreWeave’s share price
A fixed exchange ratio preserves the number of CoreWeave shares offered per Core Scientific share, not their dollar value. That meant Core Scientific investors would bear CoreWeave stock-price risk between announcement and closing. Two Seas Capital, a Core Scientific shareholder opposing the transaction, said that structure exposed holders to a decline in CoreWeave shares while limiting their participation in any further value created by Core Scientific as a standalone company. Two Seas Capital’s October 17, 2025 presentation
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The AI infrastructure boom made standalone upside a live question
Two Seas argued that Core Scientific could benefit independently from rising demand for AI and high-performance computing infrastructure. In its October 17 presentation, the activist said Applied Digital, Cipher Mining, and TeraWulf had each approximately tripled since the deal announcement. For its stated comparison period, it also reported that CoreWeave had fallen approximately 15% while Core Scientific had gained 9%. These are Two Seas’ calculations over its chosen dates, not a prediction or a measure of what Core Scientific would have been worth after the vote. Two Seas Capital’s October 17, 2025 presentation
Two Seas also presented a hypothetical standalone share-price comparison to argue that shareholders might receive more by rejecting the offer. That was an activist valuation case, not an actual price or an outcome established by the vote. The core disagreement was whether the offer’s then-current stock value adequately compensated shareholders for the company’s potential independent growth.
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Proxy advisers opposed the deal, while CoreWeave defended it
Opposition also included recommendations against the transaction attributed to proxy advisers ISS and Glass Lewis. CoreWeave’s counterargument was that an independent Core Scientific faced significant capital expenditure and execution risks, including securing power, customers, and financing. It argued that combining the businesses could improve efficiency and reduce those risks. CoreWeave’s shareholder materials
CoreWeave further asserted that it was Core Scientific’s only high-performance-computing customer and represented more than 76% of total revenue for 2026E. Those figures were part of the buyer’s argument for the deal; they should be understood as CoreWeave’s claims, not as an independent conclusion about Core Scientific’s future prospects. CoreWeave’s shareholder materials
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The central trade-off: certainty of a sale versus a bet on independence
Shareholders were weighing two uncertain paths. Accepting meant exchanging Core Scientific shares for a fixed number of CoreWeave shares, with the eventual dollar value tied to CoreWeave’s price. Rejecting meant retaining exposure to Core Scientific’s standalone prospects, along with the capital needs and execution challenges CoreWeave highlighted.
A useful way to compare the competing cases is to ask:
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- What was the then-current value of the stock consideration, and how much could that value change with CoreWeave’s share price?
- Did the potential upside of Core Scientific’s AI and HPC business justify the risks of remaining independent?
- How significant were the financing, power, customer, and execution challenges—and how much could a merger realistically reduce them?
- How important was CoreWeave as a customer to Core Scientific’s growth prospects, given the customer relationship and revenue concentration CoreWeave cited?
- Did the proposed integration efficiencies compensate shareholders for giving up future standalone participation?
The companies’ statements and Two Seas’ presentation offered conflicting assessments of those risks and opportunities. The vote established that the offer did not receive the necessary approval; it did not establish which side’s forecast of future value was correct.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.The vote failed and the agreement was terminated
On October 30, 2025, CoreWeave said preliminary results showed the proposal had not received the necessary shareholder approval and announced that the merger agreement was terminated. It said the companies would continue their commercial partnership. CoreWeave’s release said Core Scientific would file final voting results with the SEC, but the release did not provide a final vote count. CoreWeave’s October 30, 2025 announcement
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Before the vote, CoreWeave CEO and co-founder Michael Intrator had described the proposal as “best and final” in an October 16 shareholder letter. After the result, he said: “We respect the views of Core Scientific stockholders and look forward to continuing our commercial partnership.” October 16 shareholder letter October 30 announcement
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