Core Scientific Shareholders Reject CoreWeave Deal Valued at About $9 Billion
Key Facts
Core Scientific shareholders rejected CoreWeave’s proposed acquisition agreement at a special meeting held on October 30, 2025, prompting the company to terminate the agreement immediately, according to a filing with the U.S. Securities and Exchange Commission. The deal would have combined two companies operating in high-performance computing and artificial intelligence infrastructure, and CoreWeave valued the equity at about $9 billion when it announced the agreement in July. But the proposal failed to secure the required shareholder approval, closing the acquisition path on the day of the vote. The result showed broad opposition among shares that voted, while another group abstained. The decision followed objections from proxy advisers and shareholders over the offer’s value and Core Scientific’s ability to continue operating independently.
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. As of the record date, 307,355,193 shares were outstanding and entitled to vote, while 245,792,464 shares were present at the meeting or represented by proxy, or about 79.97% of voting power, meeting the quorum requirement. The figures show that the deal was rejected not because of a lack of quorum, but after an actual vote on the proposal. ISS recommended voting against the agreement, saying Core Scientific had achieved notable success as an independent company and could continue operating on its own. Bloomberg also reported that proxy advisers viewed the offer as undervaluing the data center company.
The agreement announced in July called for each Core Scientific share to be exchanged for 0.1235 newly issued CoreWeave Class A shares. The announcement valued total equity at about $9 billion based on prices on July 3, 2025, while the exchange ratio represented about $20.40 per Core Scientific share based on CoreWeave’s closing share price that day. That value, however, was not guaranteed at closing because the exchange ratio was fixed while CoreWeave’s share price could change; the actual consideration would therefore have moved with its share price. Before the vote, CoreWeave said proxy advisers had not questioned the deal’s strategic rationale, but acknowledged that their recommendations were based largely on Core Scientific’s share price and the risks of its standalone plan. The company also argued that the absence of another buyer since its initial approach in June 2024 supported the rationale for the offer, and its chief executive said there would be no increase in the price.
This was the second attempt to acquire Core Scientific after an initial offer in early 2024 valued at $1 billion, which was rejected at the time, according to Axios. The commercial relationship between the companies dates to June 2024, when Core Scientific contracted to provide about 200 megawatts of infrastructure to host CoreWeave’s high-performance computing operations. That same month, CoreWeave made a nonbinding offer to acquire all outstanding shares on a fully diluted basis for $5.75 per share in cash, according to a Core Scientific statement. Talks resumed in summer 2025 before the companies reached the exchange agreement announced in July. Two Seas Capital, Core Scientific’s largest outside shareholder, announced its opposition to the deal, while proxy advisers Glass Lewis and ISS recommended rejecting it.
Core Scientific shares moved erratically on the day of the vote: They initially rose 2.25%, then later fell 3.75% to $20.10, according to data cited by Investing.com. Despite the decline, the shares remained above the deal’s implied value, which ranged from $16.50 to $17 based on CoreWeave’s share price at the time of reporting. After the result was announced, CoreWeave said the companies’ commercial partnership would continue and that its strategy had not changed. It added that it would continue executing its roadmap and remain open to strategic merger and acquisition opportunities, and said it respected the view of Core Scientific shareholders and looked forward to continuing the commercial partnership. Core Scientific remained listed on Nasdaq under the ticker CORZ, while CoreWeave said the companies would continue to collaborate on joint opportunities.