Revenue Performance - Total revenue for Q3 2025 was $81.1 million, a decrease of 15% from $95.4 million in Q3 2024[3] - Digital asset self-mining revenue was $57.4 million, down 16% from $68.1 million year-over-year, primarily due to a 55% decrease in bitcoin mined[3] - High-Density Colocation revenue increased to $15.0 million, up 45% from $10.3 million in the same period last year[3] - Total revenue for Q3 2025 was $81.1 million, a decrease of 15% compared to $95.4 million in Q3 2024[22] - Digital asset self-mining revenue decreased to $57.4 million in Q3 2025 from $68.1 million in Q3 2024, representing a decline of 16%[22] - Digital asset hosted mining revenue from customers in Q3 2025 was $8,714,000, down 48.7% from $16,878,000 in Q3 2024[28] - Consolidated total revenue for the nine months ended September 30, 2025, was $239,256,000, compared to $415,747,000 for the same period in 2024, reflecting a decline of 42.5%[28] Profitability and Loss - Gross profit improved to $3.9 million compared to a gross loss of $0.2 million in Q3 2024[3] - Net loss narrowed to $146.7 million from $455.3 million in the prior-year period, largely due to a smaller non-cash fair value adjustment[3] - Adjusted EBITDA was $(2.4) million, a decline from $10.1 million in the prior year, driven by increased cash operating expenses[3] - Gross profit for the nine months ended September 30, 2025, was $17.1 million, down from $116.3 million in the same period of 2024[22] - The company reported a net loss of $(146,660,000) for Q3 2025, compared to $(455,259,000) in Q3 2024[33] - Adjusted EBITDA for Q3 2025 was $(2,432,000), a significant decrease from $10,132,000 in Q3 2024[33] - Consolidated gross profit for the nine months ended September 30, 2025, was $17,143,000, compared to $116,307,000 for the same period in 2024[28] Assets and Liabilities - Total assets increased to $2.3 billion as of September 30, 2025, up from $1.6 billion at the end of 2024[19] - Total liabilities rose to $3.4 billion as of September 30, 2025, compared to $2.4 billion at the end of 2024[19] - Cash and cash equivalents decreased to $453.4 million as of September 30, 2025, from $836.2 million at the end of 2024[19] - Stockholders' deficit increased to $1.1 billion as of September 30, 2025, from $820.2 million at the end of 2024[19] Cash Flow and Capital Expenditures - Operating cash flow for the nine months ended September 30, 2025, was $125.2 million, compared to $29.1 million in the same period of 2024[25] - Capital expenditures totaled $244.5 million, with $196.4 million funded by CoreWeave under existing agreements[3] Future Plans and Mergers - The pending merger with CoreWeave is subject to stockholder approval and other customary closing conditions[4] - The company plans to repurpose existing facilities to support high-density colocation services and artificial intelligence workloads[6] Margins - Digital Asset Hosted Mining gross margin for Q3 2025 was 23%, down from 29% in Q3 2024[28] - Digital Asset Self-Mining gross margin improved to 4% for the nine months ended September 30, 2025, compared to 28% in the same period of 2024[28]

Core Insights - Core Scientific, Inc. reported financial results for the fiscal third quarter of 2025, highlighting a total revenue of $81.1 million, a decrease from $95.4 million in the same period of 2024 [6] - The company is in the process of a merger with CoreWeave, which is expected to be an all-stock transaction, subject to stockholder approval [3][14] Financial Performance - Total revenue for Q3 2025 was $81.1 million, down 15% from $95.4 million in Q3 2024 [6] - Digital asset self-mining revenue decreased to $57.4 million from $68.1 million, primarily due to a 55% decrease in bitcoin mined, despite an 88% increase in the average bitcoin price [6] - Digital asset hosted mining revenue fell to $8.7 million from $16.9 million, attributed to a strategic shift towards high-density colocation services [6] - High-Density Colocation revenue increased to $15.0 million from $10.3 million, reflecting the expansion of colocation operations [6] - Gross profit improved to $3.9 million from a gross loss of $0.2 million in the prior year [6] - Net loss for the quarter was $146.7 million, significantly reduced from $455.3 million in Q3 2024, mainly due to lower non-cash fair value adjustments [6] - Adjusted EBITDA was $(2.4) million, compared to $10.1 million in the prior year, influenced by increased cash operating expenses and decreased total revenue [6] Capital Expenditures and Liquidity - Capital expenditures totaled $244.5 million, with $196.4 million funded by CoreWeave under existing colocation service agreements [6] - The company reported liquidity of $694.8 million, consisting of $453.4 million in cash and cash equivalents and $241.4 million in bitcoin as of September 30, 2025 [6] Merger Details - The merger with CoreWeave involves an exchange ratio of 0.1235, where each share of Core Scientific's common stock will be converted into shares of CoreWeave Class A common stock [3] - The transaction requires approval from a majority of Core Scientific's stockholders at a special meeting scheduled for October 30, 2025 [3][14] Company Overview - Core Scientific is a leader in digital infrastructure for high-density colocation services and digital asset mining, operating dedicated facilities for these services [5] - The company is transitioning most of its facilities to support artificial intelligence-related workloads and next-generation colocation services [5]

Financial Performance (Q3 2024) - Revenue reached $9535 million, a decrease of 16% compared to $11290 million in Q3 2023[42] - Net loss was $4553 million, primarily due to non-cash adjustments[14] - Adjusted EBITDA was $101 million[14] - Cash balance stood at $253 million[14] Segment Performance (Q3 2024) - Self-Mining revenue was $6814 million, a decrease of 18% compared to $8306 million in Q3 2023[19, 44] - Hosting revenue was $1688 million, a decrease of 38% compared to $2702 million in Q3 2023[19, 44] - HPC revenue was $1034 million, a 100% increase compared to Q3 2023[19, 44] Strategic Initiatives - Signed HPC hosting contracts for approximately 500 MW with potential revenue of $87 billion over 12 years[14, 27] - Refinanced debt, adding cash and eliminating covenants with a $460 million convertible note offering[14] - Reallocated 100 MW of infrastructure from bitcoin mining to HPC hosting[10] Bitcoin Mining - Earned 1115 bitcoin[14] - Operated at 204 EH/s self-mining hash rate[14] - Cash cost to self-mine a bitcoin in Q3 2024 was $42351[26]

Core View - Roth Capital analyst Darren Aftahi has adopted a bullish stance on Core Scientific Inc (NASDAQ: CORZ) despite the increasing unlikelihood of its expected deal with CoreWeave (NASDAQ: CRWV) [1] Company Summary - Core Scientific Inc is currently facing challenges regarding its anticipated partnership with CoreWeave, which now seems less probable [1]

Upgrades - UBS upgraded UiPath (PATH) to Neutral from Sell with a price target of $17, up from $10, citing that near-term GenAI risk fears appear "overdone" [2] - Needham upgraded TransMedics (TMDX) to Buy from Hold with a price target of $148, indicating that U.S. sales are likely to beat consensus in Q3 according to their transplant tracker [2] - Deutsche Bank upgraded CME Group (CME) to Buy from Hold with a price target of $300, up from $266, believing that organic growth initiatives will drive earnings growth into the high single digits by 2026 [3] - Roth Capital upgraded Core Scientific (CORZ) to Buy from Neutral with a price target of $23.50, up from $17, assuming that the takeover by CoreWeave (CRWV) will not go through [4] - JPMorgan upgraded LendingClub (LC) to Overweight from Neutral with a price target of $22, up from $17, noting that the company has "more ways than ever" to grow originations and profits [5] Downgrades - Mizuho downgraded Enphase Energy (ENPH) to Neutral from Outperform with a price target of $37, down from $50, due to reduced residential solar demand and lower market share [6] - Mizuho downgraded Hologic (HOLX) to Neutral from Outperform with a price target of $78 after the company agreed to be acquired in a transaction valued at up to $79 per share [6] - Wells Fargo downgraded Tegna (TGNA) to Equal Weight from Overweight with an unchanged price target of $22, citing the pending Nexstar (NXST) acquisition [6] - H.C. Wainwright downgraded Avadel Pharmaceuticals (AVDL) to Neutral from Buy with a price target of $20, down from $36, following a definitive agreement to be acquired by Alkermes (ALKS) [6] - Citi downgraded Arcturus Therapeutics (ARCT) to Neutral from Buy with a price target of $12, down from $49, due to disappointing results from the ARCT-032 Phase 2 trial [6]

LIVINGSTON, N.J.--(BUSINESS WIRE)--CoreWeave Inc. (NASDAQ: CRWV), The Essential Cloud for AI, today commented on the reports published by Institutional Shareholder Services Inc. ("ISS†) and Glass, Lewis & Co. ("Glass Lewis†) regarding CoreWeave's definitive agreement to acquire Core Scientific, Inc. (NASDAQ: CORZ) in an all-stock transaction. CoreWeave disagrees with the recommendations to vote against this transaction. While neither ISS nor Glass Lewis questions the strategic merit of the. ...

Core Scientific and Market Analysis - Investment bank B. Riley upgraded Core Scientific (CORZ) to buy from neutral, raising its price target to $30 from $17, citing strong standalone value and renewed momentum in high-performance computing (HPC) [1] - Analysts expect shareholders to reject Core Scientific's proposed merger with CoreWeave (CRWV), noting that the stock has lagged peers despite being an early mover in HPC [1] TeraWulf and Sector Performance - B. Riley's top pick remains TeraWulf (WULF), with its price target raised to $22 from $14, supported by over 400 MW in customer agreements and approximately $4 billion in capital commitments [2] - The analysts raised price targets for HPC names by an average of 78% and increased 2026 estimates by 5%, driven by soaring demand for power and data center capacity related to AI [2] Riot Platforms and Other Stocks - The price target for Riot Platforms (RIOT) was lifted to $28 from $16, with a buy rating reiterated [3] - IREN's price objective was raised to $74 from $29, while Bitdeer's target increased to $32 from $17, and Bitfarms' target rose to $7 from $3, all maintaining buy ratings [3] - The group of stocks has rebounded 418% since April, with recent pullbacks of around 15% providing re-entry points [3] Market Reaction - Crypto-related stocks, particularly bitcoin miners transitioning to AI infrastructure, experienced significant losses, with Core Scientific shares down 10% and TeraWulf, Riot, IREN, and Bitdeer falling 8-9% [4] - Bitfarms was the worst performer, down 15% at the time of publication [4]

Core Viewpoint - The proposed acquisition of Core Scientific by CoreWeave is facing significant opposition from shareholders, primarily due to concerns over the valuation of the deal, which is perceived as inadequate given the current market conditions [2][3]. Acquisition Details - CoreWeave's acquisition offer for Core Scientific is valued at $9 billion and is structured as an all-stock transaction [2]. - Institutional Shareholder Services (ISS) has recommended that Core Scientific shareholders reject the acquisition, indicating that the market values Core Scientific higher than the proposed offer [2]. Market Reactions - Following the news of ISS's recommendation, shares of CoreWeave fell approximately 5%, while Core Scientific's shares increased by nearly 3% [2]. - The market's reaction suggests a belief that better investment opportunities may exist for Core Scientific shareholders if the deal is rejected [2]. Shareholder Sentiment - Two Seas Capital, a significant shareholder with a 6.2% stake in Core Scientific, has expressed intentions to vote against the acquisition [2]. - CoreWeave's CEO, Michael Intrator, has stated that the company will not increase its offer, emphasizing that the proposed valuation reflects their assessment of Core Scientific's worth [2]. Implications for AI Market - The outcome of the shareholder vote on October 30 could provide insights into investor sentiment regarding the AI technology market and the perceived value of companies within this sector [2].

Core Viewpoint - Two Seas Capital LP supports the recommendations from leading proxy advisory firms ISS and Glass Lewis for Core Scientific shareholders to vote "AGAINST" the proposed merger with CoreWeave, citing inadequate compensation for shareholders and highlighting Core Scientific's standalone potential [1][2]. Proposed Merger Concerns - Glass Lewis criticized the proposed merger structure, indicating that it does not sufficiently protect Core Scientific shareholders from risks associated with CoreWeave's share price volatility [2][5]. - The absence of price protection mechanisms in the merger agreement leaves Core Scientific shareholders exposed to fluctuations in CoreWeave's stock price, which has shown significant volatility [5][10]. - Two Seas argues that the financial advisors' optimistic valuations of CoreWeave may not align with market realities, suggesting that the merger consideration undervalues Core Scientific [5][6]. Standalone Potential of Core Scientific - Two Seas emphasizes that Core Scientific possesses significant standalone value, particularly in the growing AI sector, and that the proposed merger does not reflect this potential [2][10]. - The analysis indicates that the implied value of the merger consideration has consistently fallen below the valuations provided by financial advisors, suggesting that shareholders may be better off rejecting the merger [10]. Shareholder Recommendations - Two Seas urges shareholders to follow the recommendations of ISS and Glass Lewis by voting against the merger to unlock Core Scientific's full potential [2][10]. - The persistent negative spread between Core Scientific's share price and the implied merger value indicates that investors value the company more highly as an independent entity [10].

Group 1 - CoreWeave, Inc. (NASDAQ:CRWV) experienced a significant decline of 7.17% on Monday, closing at $127.06, following a recommendation from Institutional Shareholder Services (ISS) to reject its proposed merger with Core Scientific Inc. [1][4] - The Board of Directors of Core Scientific stated that the merger represents the best available alternative for shareholders, despite the ISS's opposing stance [2][4]. - Two Seas Capital, a shareholder in both Core Scientific and CoreWeave, expressed concerns that the merger exposes Core Scientific shareholders to the volatility of CoreWeave's share price without adequate protections [3][4]. Group 2 - The opposition from ISS has created uncertainties regarding the future of the merger, which may influence institutional investors who depend on proxy advisory services for voting decisions [4]. - While there is potential for CoreWeave as an investment, there is a belief that other AI stocks may offer better returns with lower risk [5].