CoreWeave to Acquire Core Scientific in $9B All-Stock Deal

LIVINGSTON, N.J. and AUSTIN, Texas, July 7, 2025 — CoreWeave and Core Scientific today announced that they have signed a definitive agreement under which CoreWeave will acquire Core Scientific in an all-stock transaction.

Under the terms of the merger agreement, Core Scientific stockholders will receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock based on a fixed exchange ratio. Following CoreWeave’s successful IPO in March 2025, this acquisition will help CoreWeave verticalize its data center footprint to future-proof revenue growth and enhance profitability. Through this acquisition, CoreWeave will own approximately 1.3 GW of gross power across Core Scientific’s national data center footprint with an incremental 1 GW+ of potential gross power available for expansion.

“This acquisition accelerates our strategy to deploy AI and HPC workloads at scale,” said Michael Intrator, CoreWeave’s Chief Executive Officer, Chairman of the Board, and co-founder. “Verticalizing the ownership of Core Scientific’s high-performance data center infrastructure enables CoreWeave to significantly enhance operating efficiency and de-risk our future expansion, solidifying our growth trajectory. Owning this foundational layer of our platform will enhance our performance and expertise as we continue helping customers unleash AI’s full potential.”

Strategic benefits of CoreWeave’s acquisition:

• Operational Efficiency: CoreWeave expects to generate significant cost savings through streamlining business operations and eliminating lease overhead.
• Greater Financing Flexibility: CoreWeave can pursue infrastructure financing strategies to finance committed capital expenditures, reducing its overall cost of capital.
• Power Ownership and Optionality: CoreWeave will gain greater control over a critical power footprint and optionality for future power capacity.
• Expanded Expertise: Core Scientific’s data center development capabilities complement and augment CoreWeave’s extensive expertise in power procurement, construction, and site management for infrastructure assets.

“As our longstanding partner, CoreWeave has experienced firsthand the operational excellence we deliver and the value of the services we provide,” said Adam Sullivan, President and Chief Executive Officer of Core Scientific. “Together with CoreWeave, we will be well-positioned to accelerate the availability of world-class infrastructure for companies innovating with AI while delivering the greatest value for our shareholders, who will be able to participate in the tremendous upside potential of the combined company.”

Transaction Details

The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approval and approval by Core Scientific stockholders. Upon closing and under the terms of the agreement, which has been approved by the board of directors of each company, Core Scientific stockholders will receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock held. As of July 3, 2025, the agreed-upon exchange ratio implies a total equity value of approximately $9.0 billion.

This is calculated on a fully diluted basis and based on CoreWeave’s 5-day VWAP. This represents a $20.40 per share value based on the closing price of CoreWeave Class A common stock as of July 3, 2025, and a premium of approximately 66% to the unaffected Core Scientific closing share price of $12.30 on June 25, 2025. The final value will be determined at the time of transaction close. Upon close, CoreWeave expects Core Scientific’s stockholders’ ownership of the combined company will be less than 10%.

Advisors

Goldman Sachs & Co. LLC is acting as financial advisor, and Davis Polk & Wardwell LLP and Kirkland & Ellis LLP are acting as legal counsel to CoreWeave. Moelis & Company LLC and PJT Partners LP are acting as financial advisors, and Wachtell Lipton Rosen & Katz is acting as legal counsel to Core Scientific.

About CoreWeave

CoreWeave, the AI Hyperscaler, delivers a cloud platform of cutting-edge software powering the next wave of AI. The company’s technology provides enterprises and leading AI labs with cloud solutions for accelerated computing. Since 2017, CoreWeave has operated a growing footprint of data centers across the US and Europe. CoreWeave was ranked as one of the TIME100 most influential companies and featured on Forbes Cloud 100 ranking in 2024.

Source: CoreWeave