Core Scientific, a leading infrastructure and software solutions provider, has announced its proposed merger with Coreweave in an all-stock transaction. The proposed exchange ratio stands at 0.1235 newly-issued shares of Coreweave Class A common stock for each share of Core Scientific common stock held. This reflects a significant ~71% premium to the 10-day VWAP exchange ratio as of June 25, 2025, prior to media reports regarding a transaction between the parties. Core Scientific obtained an approximately 34% increase in the exchange ratio from Coreweave's initial offer through extensive negotiations.
Since Core Scientific's emergence from bankruptcy, the company has significantly expanded its commercial relationship with Coreweave, leading to the announcement of the all-stock merger. Coreweave is Core Scientific’s main colocation customer, representing the vast majority of its total consolidated revenue in 2026E. By 2026E, Coreweave-related revenue is projected to constitute approximately 95% of Core Scientific’s colocation revenue and 76% of its total projected revenue as the company shifts its business away from BTC mining and hosting and toward colocation.
The proposed merger is expected to bring about significant pro forma combination benefits. The combined company will benefit from potential cost savings and synergies, creating value for Core Scientific stockholders. It is estimated that the transaction will lead to over $500 million in fully-ramped, annual GAAP run-rate operating expense savings by the end of 2027, along with the elimination of lease overhead.
Additionally, the merger is anticipated to create a differentiated leading large-cap AI infrastructure player, providing Core Scientific stockholders with substantial upside in joint value creation. The combined company is positioned to capture a greater share of the $400 billion AI infrastructure market, with Coreweave having recently secured significant deals in this space.
The transaction is expected to close in Q4 2025, subject to approval by the affirmative vote of a majority of Core Scientific’s outstanding common shares. It has been unanimously approved by the board of directors of both companies, and the HSR waiting period expired on August 25, 2025.
The proposed merger not only eliminates risks associated with Core Scientific’s standalone execution but also accelerates and de-risks the path to scale for both companies, creating additional upside for Core Scientific stockholders. This strategic move is set to reshape the landscape of the AI infrastructure market, providing a strong foundation for future growth and value creation for stakeholders. Today the company's shares have moved 5.28% to a price of $19.94. For more information, read the company's full 8-K submission here.
