KBW warns that CoreWeave’s stock-only proposal to acquire Core Scientific is likely to raise concerns among investors.

CoreWeave Plans $9B All-Stock Acquisition of Core Scientific, But Shareholders May Push Back

CoreWeave (CRWV) has unveiled plans to acquire bitcoin mining firm Core Scientific (CORZ) in an all-stock transaction valued at roughly $20.40 per share, translating to a $9 billion equity value for CORZ. The price implies a 16x multiple on Core Scientific’s projected FY26 EBITDA—a valuation significantly lower than traditional data center peers, according to investment bank KBW.

The market reaction has been mixed. Core Scientific’s shares tumbled 18% to about $14.75 following the announcement, while CoreWeave’s stock slipped by 5%.

This marks CoreWeave’s second attempt to acquire Core Scientific. The deal aims to deliver strategic advantages for CoreWeave, including eliminating over $10 billion in lease obligations and unlocking more than $500 million in annual savings by 2027. However, KBW views the move as opportunistic, capitalizing on CoreWeave’s roughly 295% surge in share price since its IPO.

“We see this as a strategic move by CoreWeave to leverage its recent stock performance, but the market’s response indicates skepticism and potential shareholder resistance,” said KBW analyst Bill Papanastasiou in a note on Monday.

As proposed, Core Scientific shareholders would receive 0.1235 shares of CoreWeave for each CORZ share held. The transaction, pending shareholder approval, is anticipated to close in the fourth quarter of 2025.

KBW warned the lack of a cash component in the offer could create friction among Core Scientific shareholders, especially as the asset base has remained stable since CoreWeave’s previous unsuccessful acquisition attempt. “We expect some tension in the shareholder vote,” Papanastasiou added.

Despite these concerns, KBW believes the deal is likely to proceed in the absence of rival bids and reiterated an “outperform” rating on Core Scientific with a $19 price target.

Separately, analysts at Bernstein noted Core Scientific’s sharp stock drop after the news, attributing it to disappointment over the valuation and the all-equity structure of the deal. Bernstein also maintains an “outperform” rating on Core Scientific with a $17 price target.