TLDR
- CoreWeave stock dips after ISS and Glass Lewis reject merger terms.
- Proxy advisors challenge CoreWeave’s Core Scientific merger valuation.
- CoreWeave defends all-stock deal, urges investors to back the merger.
- Merger timeline intact despite advisory headwinds and share slump.
- Shareholder vote poised to decide fate of CoreWeave–Core Scientific deal.
CoreWeave Inc.(CRWV) saw its shares slide 2.82% on October 22, closing at $121.53 amid growing shareholder scrutiny.
CoreWeave, Inc. Class A Common Stock, CRWV
The drop followed recent opposition from proxy advisors ISS and Glass Lewis to its pending merger with Core Scientific. While the acquisition remains set for Q4 2025, advisory resistance has introduced uncertainty into the all-stock transaction.
Both ISS and Glass Lewis acknowledged the strategic merit of the CoreWeave–Core Scientific deal but opposed the transaction terms. Their recommendations, based mainly on Core Scientific’s current valuation, contrast with CoreWeave’s view of long-term alignment. Despite board-level approval, the vote outcome may hinge on stockholder sentiment swayed by these reports.
CoreWeave continues to promote the merger as a strong move in the AI infrastructure space and critical to Core Scientific’s future. However, its push faces headwinds from advisory positions and a weakened stock price. Regulatory and shareholder approval remain key hurdles before closing.
CoreWeave Presses Forward Despite Advisory Opposition
CoreWeave disputed the objections raised by ISS and Glass Lewis, reaffirming the offer structure and urging support from Core Scientific stockholders. According to CoreWeave, the deal’s value reflects strategic synergies rather than short-term market metrics. It emphasized that no revised offer is under consideration and none will follow.
The company cited Core Scientific’s dependence on its infrastructure and the absence of alternative buyers as reasons to proceed. CoreWeave described itself as uniquely positioned to acquire Core Scientific given its operational integration. Glass Lewis also acknowledged CoreWeave as the most viable buyer under current conditions.
CoreWeave noted that Core Scientific’s recent stock gains largely stemmed from their partnership, implying limited upside as a standalone entity. It argued that strategic gains have already materialized and may not continue without the merger. Core Scientific’s board previously recognized the risks of going solo, as disclosed in internal discussions.
Merger Structure and Timeline Remain Unchanged
The merger agreement, signed on July 7, 2025, involves an all-stock deal with a fixed exchange ratio of 0.1235 CoreWeave shares per Core Scientific share. CoreWeave expects to finalize the transaction by the end of 2025, pending required approvals. Both companies’ boards have unanimously backed the terms.
CoreWeave filed the necessary registration documents with the SEC, with the S-4 and prospectus becoming effective in late September. Core Scientific also filed its proxy statement, setting the stage for a shareholder vote. CoreWeave urged Core Scientific shareholders to use the WHITE proxy card and vote in favor.
The outcome will determine CoreWeave’s ability to consolidate its role in high-performance cloud infrastructure. Although advisory services objected to the deal’s valuation, neither questioned its strategic direction. The next few weeks will be critical in deciding the merger’s fate and CoreWeave’s near-term positioning.
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