CoreWeave Releases Open Letter To Core Scientific's Stockholders; Letter Reaffirms CoreWeave's Commitment To The Proposed Acquisition Of Core Scientific On The Previously Agreed Terms

Author: Benzinga Newsdesk | October 16, 2025 05:18pm

CoreWeave Inc. (NASDAQ:CRWV), The Essential Cloud for AI, today released the following open letter to stockholders of Core Scientific, Inc. (NASDAQ:CORZ). The letter reaffirms CoreWeave's commitment to the proposed acquisition of Core Scientific on the previously agreed terms and corrects inaccurate and misleading statements made by Two Seas Capital ("Two Seas"), an event-driven hedge fund specializing in litigation.

Dear Core Scientific Stockholders,

CoreWeave entered into a definitive agreement to acquire Core Scientific in an all-stock transaction on July 7, 2025. This transaction represents the most compelling path forward for Core Scientific stockholders, delivering both immediate premium value and continued participation in the growth of one of the fastest-scaling AI platforms globally. The combination will offer Core Scientific and CoreWeave stockholders the opportunity to benefit from the tremendous upside potential and long-term value creation driven by greater verticalization, operating and financing efficiencies and expanded industry expertise.

We believe that Two Seas' statements and investor presentation include misleading and misinformed assertions with respect to the proposed acquisition. Below, we correct some of the myths from Two Seas' investor presentation and provide the reality that they are ignoring:

Myth: That CoreWeave Will Improve Its Offer Value

Reality: The CoreWeave offer announced on July 7, 2025 is best and final

• CoreWeave has been unequivocal – to Core Scientific and publicly1 – that we will not modify our offer. Our offer is best and final.

Myth: That Core Scientific's Standalone Value-Creation Plan is Superior to Our Offer

Reality: The transaction with CoreWeave eliminates the significant risks in Core Scientific's standalone plan and offers shareholders a more secure and scalable path to long-term value creation

• The combination with CoreWeave will de-risk Core Scientific's standalone plan, which involves significant near-term capital expenditures and execution risks associated with securing power, customers and financing – which will require Core Scientific to pursue substantial debt and/or dilutive equity.
• Two Seas overlooks the operational challenges and delays that Core Scientific has referenced in its public filings.2 This transaction instead builds on the significant progress realized by Core Scientific and CoreWeave to date on Core Scientific's existing sites.
• The combination will be highly synergistic with significant strategic and financial benefits, including access to capital for Core Scientific that may otherwise be unavailable. Vertically integrating Core Scientific's data centers will position Core Scientific shareholders to benefit from this compelling opportunity to participate in future value creation.
• Driven largely by its partnership with CoreWeave, Core Scientific's stock price increased by ~ 150% in the 13 months prior to the announcement3 of the transaction (vs. ~25% for peers4 over that same period), on top of which CoreWeave is paying a historically high premium of 60%.
• While peers have recently unlocked share price momentum through major strategic or customer announcements, we believe these peers are just now realizing the stock price appreciation that Core Scientific has already realized.

Myth: That Core Scientific Could Find a Better Buyer

Reality: No alternative buyer can match CoreWeave's scale, alignment, or ability to unlock value from Core Scientific's assets

• CoreWeave is Core Scientific's only HPC customer, representing ~100% of Core Scientific's HPC colocation revenue and more than 76% of total revenue for 2026E. Core Scientific has signed no other HPC customer since emerging from bankruptcy.
• In CoreWeave's opinion, any acquirer would simply be buying the right to become CoreWeave's landlord.
• No other bidder has ever surfaced for Core Scientific – neither since the deal announcement nor at any time since the June 2024 announcement of CoreWeave's initial approach; the emergence of an alternative bidder has always been and continues to be incredibly unlikely given Core Scientific's close relationship with CoreWeave.

CoreWeave remains confident that this transaction represents the most compelling path forward for Core Scientific stockholders.

We encourage Core Scientific's stockholders to think objectively about Core Scientific's standalone prospects and the significant risks involved with executing on a standalone plan. The proposed acquisition by CoreWeave addresses key execution risks that would otherwise be borne by Core Scientific's stockholders.

Core Scientific will be holding a Special Meeting on October 30, 2025 at 10:00AM Eastern time to vote on the CoreWeave transaction. Stockholders of record as of the close of business on September 19, 2025, are entitled to vote at the meeting. CoreWeave strongly recommends that all Core Scientific stockholders vote "FOR" the merger proposal and return the WHITE proxy card.

Michael Intrator

Chief Executive Officer, Co-founder

Posted In: CORZ CRWV