Core Scientific shareholders expected to closely examine CoreWeave’s all-equity buyout offer, according to KBW.

CoreWeave Moves to Acquire Core Scientific in $9B Stock Deal, Sparking Shareholder Concerns

CoreWeave (CRWV) announced plans to acquire bitcoin miner Core Scientific (CORZ) in an all-stock transaction valuing CORZ at approximately $20.40 per share. This implies an equity value of around $9 billion for Core Scientific and reflects a valuation multiple of about 16 times its estimated FY26 EBITDA—a discount compared to traditional data center peers, according to investment bank KBW.

Market reaction has been cautious. Following the announcement, Core Scientific’s shares fell 18% to about $14.75, while CoreWeave shares slipped 5%.

This proposed acquisition marks CoreWeave’s second attempt to purchase Core Scientific. The deal would allow CoreWeave to eliminate over $10 billion in long-term lease liabilities and generate over $500 million in annual cost savings by 2027. However, KBW analysts view the move as opportunistic, leveraging CoreWeave’s 295% share price rally since its IPO.

“CoreWeave is seizing the moment given its strong stock performance, but the market response suggests hesitation and possible shareholder pushback,” wrote KBW analyst Bill Papanastasiou in a note on Monday.

Under the proposed terms, Core Scientific investors would receive 0.1235 CoreWeave shares for each CORZ share held. The deal remains subject to shareholder approval and is expected to close in the fourth quarter of 2025.

KBW cautioned that Core Scientific shareholders could resist the transaction due to the absence of a cash component and the fact that the asset base has not changed significantly since CoreWeave’s earlier bid. “We anticipate some friction in the shareholder vote,” Papanastasiou noted.

Nonetheless, KBW believes the deal will likely proceed in the absence of competing offers and maintains an “outperform” rating on Core Scientific with a $19 price target.

Separately, analysts at Bernstein attributed Core Scientific’s share price drop to investor disappointment over the proposed valuation and the all-stock structure. Bernstein also holds an “outperform” rating on Core Scientific, with a $17 price target.