Core Scientific stockholders did not approve CoreWeave’s all-stock merger, ending the deal on Oct 30, 2025

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

On Oct 30, 2025, Core Scientific held a special meeting of its stockholders to vote on adopting its merger agreement with CoreWeave, and the proposal did not receive the necessary approval from Core Scientific’s stockholders. Core Scientific ended the agreement the same day, effective immediately. In the weeks before the meeting CoreWeave had filed communications about the proposed combination with the SEC on Form 425, among them on Oct 7 and Oct 22, 2025, and the Oct 7 form named Core Scientific as the subject company. CoreWeave reported this in an 8-K, the current report a US-listed company files with the SEC, filed on Oct 31, 2025, under item 1.02 (the end of a material agreement) and item 7.01 (a disclosure made to all investors at once).1^,2^,3^,4^,5^,6^,7^,8

CoreWeave, Core Scientific and a CoreWeave subsidiary, Miami Merger Sub I, had signed the agreement on Jul 7, 2025. The subsidiary would have merged into Core Scientific, which would have continued as a wholly owned subsidiary of CoreWeave. CoreWeave’s press release described the deal as an all-stock transaction.9^,10^,11

In that release, dated Oct 30, 2025, CoreWeave said that, based on preliminary results, the proposal had not received the necessary approval, and that Core Scientific would report the final voting results in its own 8-K. Michael Intrator, CoreWeave’s co-founder, chairman and chief executive, said the company respected the stockholders’ views and looked forward to continuing the commercial partnership. He said CoreWeave’s strategy was unchanged and that the company would keep executing its roadmap to create long-term shareholder value, including through opportunistic and strategic M&A (mergers and acquisitions).12^,13^,14^,15^,16

In the same release CoreWeave described its platform as one that lets innovators build and scale AI. The release said both companies would each carry on with their own growth strategies and collaborate on shared opportunities.17^,18