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1Scan for outdated or missing drivers - takes under a minute2Clear out junk files and repair common Windows errors3Fix the driver behind crashes, sound loss and screen glitchesCore Scientific shareholders rejected CoreWeave’s proposed acquisition on October 30, 2025, and CoreWeave said the merger agreement was terminated. The vote ended an all-stock deal advertised at about $9.0 billion and a roughly 66% premium, but whose fixed exchange ratio left the eventual value tied to CoreWeave’s share price. Investors who expected Core Scientific to capture more of the artificial-intelligence infrastructure boom independently viewed that exposure as too costly.
What shareholders voted on
CoreWeave and Core Scientific announced a definitive all-stock merger agreement on July 7, 2025. Each Core Scientific share would be exchanged for 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 price. They also described the proposal as roughly a 66% premium to Core Scientific’s June 25 unaffected closing price of $12.30.
Those figures were calculated at announcement. They were not a guaranteed cash amount or a fixed dollar payment at closing. Because the exchange ratio was fixed, the value received for each Core Scientific share would rise or fall with CoreWeave’s stock price before completion.
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Why the headline premium did not settle the argument
A premium can shrink when consideration is stock
A cash offer locks in a stated amount, subject to its conditions. This proposal instead promised a set number of CoreWeave shares. If CoreWeave’s stock declined, the implied value of the offer would decline even though the 0.1235 ratio remained unchanged. Core Scientific holders therefore had to assess both the announced premium and the market risk attached to the shares they would receive.
Shareholders saw a fast-rising alternative
Two Seas Capital, a Core Scientific shareholder opposing the deal, argued that the fixed ratio transferred too much risk to Core Scientific investors and limited their participation in potential upside from expanding AI and high-performance-computing infrastructure.
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In an October 17, 2025 presentation, Two Seas said Applied Digital, Cipher Mining and TeraWulf had each approximately tripled over its stated comparison period. It said CoreWeave had declined approximately 15% while Core Scientific had risen 9% over the same period. Those were Two Seas’ calculations and assumptions, not an independent forecast or proof of what Core Scientific would have been worth as a standalone company.
Proxy advisers added to the opposition
Recommendations against the transaction were attributed to Institutional Shareholder Services (ISS) and Glass Lewis. Their opposition made the debate more consequential because investors were not relying only on one activist shareholder’s analysis.
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CoreWeave’s case for the merger
Vertical integration and control of power
CoreWeave said buying Core Scientific would give it direct ownership of more data-center infrastructure and greater control over power capacity. The companies described Core Scientific’s footprint as 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 projections.
Efficiency and financing
The buyer argued that combining the businesses could improve operating efficiency and make infrastructure financing more flexible. Its thesis was that one integrated owner could coordinate sites, equipment, power and customers more effectively than two separate public companies.
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Concerns about executing alone
CoreWeave also argued that a standalone Core Scientific would face substantial capital-expenditure and execution risks, including securing power, signing customers and arranging financing. CoreWeave asserted that it was Core Scientific’s only high-performance-computing customer and represented more than 76% of Core Scientific’s total revenue for 2026E. Those statements were CoreWeave’s advocacy for the transaction, not independently verified conclusions established here.
Two different views of Core Scientific’s future
| Question | CoreWeave’s position | Opponents’ position |
|---|---|---|
| Value offered | About $9.0 billion and roughly a 66% announcement-date premium | The value could move materially because the ratio was fixed in CoreWeave shares |
| Growth strategy | Combine assets and integrate data-center ownership to capture efficiencies | Keep Core Scientific’s exposure to the AI/HPC market as an independent company |
| Power and expansion | Greater control over power capacity and a larger integrated platform | Core Scientific’s power footprint could be worth more if it remained exposed to market upside |
| Execution risk | Standalone capital, customer and financing requirements created material risk | Those risks had to be weighed against surrendering future upside and accepting CoreWeave stock exposure |
| Customer relationship | CoreWeave emphasized its existing commercial importance to Core Scientific | Shareholders had to decide whether that relationship made ownership by CoreWeave necessary |
Neither side’s forecast was established as the definitive outcome. The central decision was whether the risk-adjusted value of a fixed amount of CoreWeave stock exceeded the possible value of retaining Core Scientific’s assets, contracts and development opportunities.
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The “best and final” offer still failed
In a shareholder letter dated October 16, 2025, CoreWeave CEO and co-founder Michael Intrator wrote: “The CoreWeave offer announced on July 7, 2025 is best and final.” The statement signaled that CoreWeave was not offering a higher exchange ratio before the vote.
On October 30, CoreWeave announced that preliminary results showed the proposal had not received the required shareholder approval. It said the merger agreement was terminated. The announcement did not provide an exact final vote count; Core Scientific was expected to file the final voting results with the Securities and Exchange Commission.
CoreWeave said the companies would continue their commercial partnership. Intrator stated: “We respect the views of Core Scientific stockholders and look forward to continuing our commercial partnership.” The result was therefore a failed acquisition, not a completed takeover.
How to interpret the rejection
- Separate the premium from the consideration’s later value. The 66% figure described the announcement-date comparison, while the actual consideration consisted of CoreWeave shares whose market value could change.
- Measure the stock-price exposure. A Core Scientific holder accepting the deal would exchange company-specific exposure for 0.1235 shares of CoreWeave per share owned.
- Compare integration benefits with independence. The proposed combination offered claimed efficiencies, financing flexibility and power control; opposition focused on retaining standalone upside.
- Assess concentration and execution claims carefully. CoreWeave’s statements about being the only HPC customer and exceeding 76% of projected 2026 revenue supported its strategic argument, but they were not neutral valuation findings.
- Use the vote as the outcome, not as proof of one forecast. Shareholders rejected the transaction, but that decision does not establish that Core Scientific’s standalone plan would outperform or that CoreWeave’s integration case was wrong.
What the vote means for investors
The failed transaction illustrates why a large stock premium can be insufficient when the buyer’s share price is volatile and the target operates in a rapidly repriced industry. Core Scientific investors chose not to exchange their potential participation in the AI infrastructure cycle for a fixed slice of CoreWeave, despite the announced premium.
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For investors reviewing similar deals, the practical questions are straightforward: Is the exchange ratio fixed or adjustable? What share price produced the headline value? How concentrated are the target’s customers? What capital must be raised to expand? And does the target’s standalone upside compensate shareholders for taking on execution risk?
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