Core Scientific Shareholders Reject $9 Billion CoreWeave Deal
Key Facts
Core Scientific shareholders rejected a proposed merger with CoreWeave at a special meeting held on October 30, 2025, and the company terminated the agreement immediately after it failed to receive the required approval, according to its filing with the U.S. Securities and Exchange Commission. The companies valued the deal’s equity at about $9 billion when they announced it in July. The agreement would have turned Core Scientific shareholders into holders of CoreWeave shares and combined the two companies operating in high-performance computing and artificial intelligence infrastructure. But the vote ended the acquisition process, while the commercial relationship between the companies remained in place. The result showed significant opposition among shares voted.
A total of 20,752,327 shares voted in favor of the merger, compared with 203,451,498 against, while holders of 21,588,639 shares abstained, according to the official filing. There were 307,355,193 shares outstanding and entitled to vote as of the record date, while 245,792,464 shares were present or represented by proxy at the meeting, or about 79.97% of the voting power, constituting a quorum. The vote therefore took place with a quorum, and the deal’s failure was not due to insufficient participation. ISS recommended that shareholders reject the agreement, saying Core Scientific had achieved considerable success as an independent company and could continue operating on its own. Two Seas Capital, an outside shareholder opposing the deal, also said on October 21 that it welcomed ISS’s recommendation and that ISS and Glass Lewis had recommended voting against it.
Under the agreement announced in July, Core Scientific shareholders were to receive 0.1235 new CoreWeave Class A shares for each Core Scientific share they owned. The companies valued the equity at about $9 billion based on prices on July 3, 2025. According to the deal announcement, the exchange ratio represented an implied value of $20.40 per share, a premium of about 66% to Core Scientific’s closing price of $12.30 on June 25, before the deal was announced. The final value of the consideration, however, would have been determined at closing because the shares due to Core Scientific shareholders were linked to CoreWeave’s share price. Two Seas objected to the lack of mechanisms to protect Core Scientific shareholders from downside risk in the acquirer’s stock, arguing that the exchange structure did not adequately compensate them.
CoreWeave presented the deal as a way to expand its ability to meet demand for computing and said the acquisition would have given it about 1.3 gigawatts of total capacity, with more than 1 gigawatt of additional potential capacity for expansion. The company estimated annual run-rate operating savings of about $500 million by the end of 2027. These targets came as Core Scientific was redirecting its business toward high-density computing hosting. In the third quarter of 2025, high-density hosting revenue was $15.0 million, compared with $10.3 million in the corresponding quarter of 2024. By contrast, hosted mining revenue fell to $8.7 million from $16.9 million; the company attributed the decline to its ongoing strategic shift, while linking hosting revenue growth to the expansion of its operations.
The merger talks followed an operating partnership between the companies. In June 2024, they signed high-performance computing hosting contracts with an initial term of 12 years, covering about 200 megawatts of infrastructure dedicated to CoreWeave operations. Core Scientific estimated that cumulative revenue from the contracts would exceed $3.5 billion over their initial terms. On June 3, 2024, CoreWeave made a nonbinding offer to buy all of Core Scientific’s fully diluted outstanding shares for $5.75 per share in cash. Core Scientific’s board rejected the offer at the time as undervaluing the company. This background shows that the proposed merger followed an existing hosting relationship and an earlier acquisition attempt, while the commercial contracts remained separate from the outcome of the shareholder vote.
In afternoon trading on October 30, Core Scientific shares edged higher, while CoreWeave shares fell 3.9%, according to Reuters. CoreWeave said after the result that its strategy had not changed and that it would continue to execute its roadmap, including strategic mergers and acquisitions when suitable opportunities arose. Its chief executive added that the company respected Core Scientific shareholders’ decision and looked forward to continuing the commercial partnership. Core Scientific confirmed that it would remain a publicly listed company and that its shares would continue trading on Nasdaq under the symbol CORZ. The agreement was thus rejected, while the commercial cooperation that preceded the acquisition attempt continues.