What changed in this filing

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Item 9A. Controls and Procedures

2024-03-13 compared with 2023-04-04 · 530 added, 545 removed, 471 unchanged (70% of the section changed)

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

As of the end of the period covered by this report, our material weaknesses are as follows:

As of the end of the period covered by this Annual Report on Form 10-K, our material weaknesses are as follows:

The Company did not design and implement program change management controls for certain financially relevant systems to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) digital currency mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency.

The Company did not design and/or implement user access controls to ensure appropriate segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to the appropriate Company personnel.

The Company did not design and/or implement user access provisioning controls to ensure appropriate segregation of duties that would adequately restrict user access to the financially relevant systems and data to the appropriate Company personnel.

The Company’s internal controls over financial reporting did not operate effectively at all times to ensure transactions were recorded timely and in accordance with GAAP.

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Remediation Efforts to Address Previously Disclosed Material Weakness

Our management, with oversight from our audit committee, has taken steps to implement the following remediation actions to address the previously disclosed material weakness and to improve our internal control over financial reporting, primarily through:

Our management, with oversight from our Audit Committee, has taken steps to implement the following remediation actions to address the previously disclosed material weakness and continue to improve our internal control over financial reporting, primarily through:

• increasing the depth and experience within our accounting and finance organization;

• enhancing the communication and coordination among our accounting and financial reporting department and expanded

• enhancing documentation and coordination among our accounting and financial reporting department and expanded

cross-functional involvement and input into period-end disclosures;

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period-end balances, to add depth to our review process and improve our segregation of duties;

• developing IT general controls to manage access and program changes across our key systems.

While we believe these efforts will remediate the material weaknesses, these material weaknesses cannot be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

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Other Information

Rule 10B5-1 Trading Plans

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Description of the Business Combination Completed in January 2022

Although our business operations date uninterrupted back to 2018 (and was known as “Core Scientific” (through the corporation known as Core Scientific Holding Co., a Delaware corporation and its subsidiary entities, collectively “Legacy Core”)), the current corporate entity operating our business was formerly known as Power & Digital Infrastructure Acquisition Corp.

(“XPDI”) which was a special purpose acquisition corporation formed for the purpose of acquiring an operating business such as Legacy Core.

On July 20, 2021, XPDI, Core Scientific Holding Co., and XPDI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of XPDI (“Merger Sub”) entered into an Agreement and Plan of Reorganization of Merger (as amended on October 1, 2021, and as further amended on December 29,2021, the “Merger Agreement”).

Pursuant to the terms of (a) the Merger Agreement and (b) that certain Agreement and Plan of Merger, dated as of October 1, 2021, as amended on January 14, 2022, by and among XPDI, Legacy Core, XPDI Merger Sub 3, LLC, a Delaware limited liability company and wholly owned subsidiary of XPDI (“Merger Sub 3”), and Blockcap, Inc., a Nevada corporation and wholly owned subsidiary of Legacy Core (“Blockcap”), the Business Combination (as defined below) was effected by (i) the merger of Merger Sub with and into Legacy Core (the “First Merger”), which occurred on January 19, 2022, with Legacy Core surviving the First Merger as a wholly owned subsidiary of XPDI, (ii) the merger of Legacy Core with and into XPDI (the “Second Merger”), which occurred on January 20, 2022, with XPDI surviving the Second Merger, and (iii) following the closing of the Second Merger on January 20, 2022, the merger of Blockcap with and into Merger Sub 3 (the “Third Merger” and collectively with the First Merger, the Second Merger and the other transactions described in the Merger Agreement, the “Business Combination”), with Merger Sub 3 surviving the Third Merger as a wholly owned subsidiary of XPDI under the name “Core Scientific Acquired Mining LLC.” Immediately prior to the effective time of the First Merger, XPDI filed a Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware pursuant to which XPDI changed its name from “Power & Digital Infrastructure Acquisition Corp.” to “Core Scientific, Inc.”

As the context requires, any reference in this Part III of this Annual Report on Form 10-K to “Core,” “we,” “us” or “our” refers to Legacy Core and the business conducted by Legacy Core and its consolidated subsidiaries prior to the consummation of the Business Combination and/or to the current entity Core Scientific, Inc.

and its consolidated subsidiaries following the Business Combination, as applicable.

All share counts in this section are shown on a post-Business Combination basis.

Description of the Business

Emergence from Bankruptcy

On December 21, 2022, the Company and certain of its affiliates filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code.

The Chapter 11 Cases were jointly administered under Case No.

On January 15, 2024, the Debtors filed with the Bankruptcy Court the Plan of Reorganization, and on January 16, 2024, the Bankruptcy Court entered the Confirmation Order.

On January 23, 2024 (the “Effective Date”), the conditions to the effectiveness of the Plan of Reorganization were satisfied or waived and the Company emerged from bankruptcy.

We emerged from bankruptcy with a new legal entity structure, new Board of Directors (the “Board of Directors”), new equity owners and a significantly improved financial position.

Pre-Emergence from Bankruptcy

Although our business operations date back to 2018 (and was known as “Core Scientific” (through the corporation known as Core Scientific Holding Co., a Delaware corporation and its subsidiary entities, collectively “Legacy Core”)), the pre-emergence corporate entity operating our business was formerly known as Power & Digital Infrastructure Acquisition Corp.

(“XPDI”) which was a special purpose acquisition corporation formed for the purpose of acquiring an operating business like Legacy Core.

On July 20, 2021, XPDI, Core Scientific Holding Co., and XPDI Merger Sub entered into a merger agreement which provided for the business combination transactions provided therein (the “Business Combination”) pursuant to which the business of Legacy Core was combined with XPDI and XPDI changed its name to Core Scientific, Inc.

XPDI’s stockholders approved the transactions contemplated by the Business Combination at a special meeting of stockholders held on January 19, 2022.

As the context requires, any reference in this Part III of this Annual Report on Form 10-K to “we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core” refers to the current entity Core Scientific, Inc.

and its consolidated subsidiaries following the Effective Date of the Plan of Reorganization, as applicable.

All share counts in this section are shown on a pre-emergence basis, except where noted.

Directors and Executive Officers

The following table sets forth information covering our current directors and executive officers.

There are no family relationships between any of our directors or executive officers, and there is no arrangement or understanding between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

There are no family relationships between any of our current directors or executive officers.

On the Effective Date, and pursuant to the Plan of Reorganization and the Confirmation Order, Michael Levitt, Jarvis Hollingsworth, Darin Feinstein, Matt Minnis, Kneeland Youngblood and Neal Goldman resigned from the Company’s Board of Directors.

Prior to the Effective Date, and for all of calendar year 2023, our Board of Directors consisted of these members.

Further, on the Effective Date, the Plan of Reorganization and Confirmation Order provided for the appointment of a new Board of Directors, consisting of seven members (all which are listed below) and three classes of directors, including (i) Class 1, consisting of Adam Sullivan, as Chief Executive Officer of the Company, and Jarrod Patten, selected by the committee that represents equity security holders (the “Equity Committee”);

(ii) Class 2, consisting of Jeff Booth and Eric Weiss, each selected by the Equity Committee;

and (iii) Class 3, consisting of Todd Becker, Jordan Levy and Yadin Rozov, each selected by the group representing more than 70% of the holders of the Convertible Notes (the “Ad Hoc Noteholder Group”).

There is no other arrangement or understanding between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

Name Age Title

Michael Levitt 64 Chief Executive Officer and Co-Chair of the Board of Directors

DuChene 59 President and Chief Legal Officer

Denise Sterling 58 Executive Vice President, Chief Financial Officer

Darin Feinstein 51 Executive Vice President, Corporate Strategy and Co-Chair of the Board of Directors

Jarvis Hollingsworth 60 Director

Matt Minnis 58 Director

Kneeland Youngblood 67 Director

Goldman 53 Director

Michael Levitt.

Levitt has served as our Chief Executive Officer and Co-Chair and a member of the Company’s Board of Directors since January 2022.

Levitt served as the Chief Executive Officer of Legacy Core from May 2021 until the Business Combination, and as Chairman and a member of Legacy Core’s board of directors from June 2018 until the Business Combination.

Levitt has also served as Chairman of Irradiant Partners, LP since October 2021.

From July 2016 to July 2021, Mr.

Levitt was the Chief Executive Officer of Kayne Anderson Capital Advisors, L.P.

Prior to joining Kayne, Mr.

Levitt served as a Vice Chairman and Partner of Apollo Global Management, LLC (NYSE:

APO) from April 2012 to May 2016.

Levitt joined Apollo following

Apollo’s acquisition of Stone Tower Capital LLC, an investment firm, which he founded in 2001 and where he served as Chairman of the board of directors, Chief Executive Officer and Chief Investment Officer.

Prior to that, Mr.

Levitt worked as a Partner at Hicks, Muse, Tate & Furst Incorporated, a private equity firm.

Earlier in his career, Mr.

Levitt served as the Co-Head of the Investment Banking Division of Smith Barney Inc.

Levitt began his investment banking career at Morgan Stanley & Co., Inc.

Levitt has served on the board of directors of The Music Acquisition Corporation (NYSE:

TMAC) from December 2020 to December 2022, and served on the board of directors of Kayne Anderson BDC, LLC from May 2018 to October 2021.

Levitt holds a B.B.A.

from the University of Michigan.

Adam Sullivan

32 Chief Executive Officer and Director

DuChene 60 Executive Vice President, Chief Legal and Administrative Officer, Chief Compliance Officer and Secretary

Denise Sterling 58 Executive Vice President and Chief Financial Officer

Jarrod Patten

Adam Sullivan .

Sullivan has served on our Board of Directors since January 23, 2024.

Sullivan has served as our President since May 15, 2023.

The Board of Directors appointed Mr.

Sullivan to serve as Chief Executive Officer, effective as of August 2, 2023.

Prior to joining the Company, Mr.

Sullivan joined XMS Capital Partners (a financial advisory firm) in 2017 where he served as Managing Director and Head of Digital Assets and Infrastructure Group, where he oversaw over $5 billion of transactions.

While employed at XMS Capital Partners, Mr.

Sullivan represented Power and Digital Infrastructure Acquisition Corporation in its acquisition of Legacy Core in 2021.

He received his Bachelor of Arts in Financial Economics from the University of Rochester.

We believe that Mr.

Levitt’s significant financial expertise, his knowledge of the corporate credit and investment markets, his business acumen and his leadership as a sitting Chief Executive Officer provide him with the qualifications and skills to serve on our Board.

Sullivan’s expertise with respect to the bitcoin mining industry and the operation of our business provide him with the qualifications and skills to serve on our Board of Directors.

Todd DuChene.

DuChene has served as our President and Chief Legal Officer since November 2022.

He served as EVP, General Counsel, Chief Compliance Officer and Secretary from January 2022 to November 2022.

DuChene served as the General Counsel and Secretary of Legacy Core from April 2019 until the Business Combination.

Prior to joining Legacy Core, Mr.

DuChene has been our Corporate Secretary since April 1, 2019.

Since May 2023 he has served as our Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary.

Prior to that, from November 2022 to May 2023, he served as our President and Chief Legal and Administrative Officer and Corporate Secretary, and, from January 2022 to November 2022, he served as EVP, General Counsel, Chief Compliance Officer and Corporate Secretary.

DuChene also served as the General Counsel and Corporate Secretary of Legacy Core from April 2019 until January 2022.

Prior to joining Core, Mr.

DuChene served as Senior Vice President, General Counsel and Secretary and Chief Compliance Officer for FLIR Systems, Inc., an industrial and military technology company, from September 2014 to April 2019.

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DuChene has served as General Counsel to each of Solectron Corporation, Fisher Scientific International Inc.

(now ThermoFisher Scientific) and OfficeMax, Inc.

(now Thermo Fisher Scientific Inc.) and OfficeMax, Inc.

DuChene began his legal career as an associate with BakerHostetler (a law firm) in Cleveland, Ohio in 1988.

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She is a Certified Public Accountant.

Darin Feinstein.

Feinstein has served as our Co-Chair and Executive Vice President, Corporate Strategy since January 2022.

From July 2021 through January 2022 Mr.

Feinstein served as Co-Chair and Chief Vision Officer.

Feinstein is an American entrepreneur who has been involved in many ventures within the digital assets space since 2012.

Feinstein co-founded Legacy Core in 2017 and founded Blockcap in 2020.

In addition to these blockchain companies, Mr.

Feinstein owns and operates a portfolio of business ventures across a variety of industries including live entertainment, finance, food and beverage, hospitality and technology, among others.

Feinstein is a philanthropist who co-founded The Feinstein Griffin foundation, with Eddie Griffin, and Mr.

Feinstein and Mr.

Griffin for the past decade have been hosting events and donating to various charities around the United States.

Feinstein is a California Licensed attorney (currently non-practicing) and holds many privileged licenses including a gaming license, liquor licenses and various financial licenses in multiple states across the United States.

We believe that Mr.

Feinstein’s significant experience in the digital asset space and his institutional knowledge of our businesses as a co-founder of Legacy Core and Blockcap provide him with the qualifications and skills to serve on our Board.

Jarvis Hollingsworth.

Hollingsworth has served as a member of our Board since January 2022.

Hollingsworth has served as Chairman of the Board of Trustees of the Teacher Retirement System of Texas, a $190 billion pension trust fund for retirees, teachers and employees of education-related institutions since November 2017.

Since November 2019, Mr.

Hollingsworth has also served on the board of directors of Vital Energy, Inc.

VTLE), a diversified energy company, and on the finance committee of the Memorial Hermann Hospital System since May 2017.

Hollingsworth has also served as Vice Chairman at Irradiant Partners, LP since September 2021.

Hollingsworth served as General Counsel and a member and executive committee member of the board of directors for Kayne Anderson Capital Advisors, L.P., a leading alternatives investment management firm from May 2019 to July 2021.

Hollingsworth served as a director of Emergent Technologies LP, a fintech company that provides payment services in emerging markets using a gold-backed digital currency from April 2016 to November 2019, and from May 2017 to July 2019 served as a director of Cullen Frost Bankers, Inc.

Hollingsworth holds a Bachelor of Science from the United States Military Academy at West Point and served for several years on active and reserve duty in the United States Army.

Hollingsworth holds a J.D.

from the University of Houston Law Center.

We believe that Mr.

Hollingsworth’s knowledge of the digital assets industry

and his understanding of public company governance and operations from his service on public company boards of directors provide him with the qualifications and skills to serve on our Board.

Minnis has served as a member of our Board since January 2022.

Minnis co-founded Legacy Core in 2017 and served as a member of its board of directors from June 2018 until the Business Combination.

Minnis has also served as Managing Member of BEP 888 and BEP 999 digital asset mining companies, which were founded in 2020.

Minnis has served as Chairman of the board of directors of Pledgling Technologies, Inc., a company focused on charitable donations, which he co-founded in 2014.

Minnis has also served as President and Chief Executive Officer of Minnis Investments LLC, a private investment firm focused on early-stage technology companies, real estate and venture capital investments since 2009.

Minnis holds a B.B.A.

in Marketing and M.B.A.

in Finance from Texas Christian University.

Becker has served on our Board of Directors since January 23, 2024.

Since 2009, Mr.

Becker has served as President, Chief Executive Officer and Director of Green Plains, Inc.

GPRE), a producer of ethanol, grain handling and storage and related services.

Becker has also previously served as Chief Executive Officer and Director of Green Plains Partners since its formation in 2015, and previously served on the Board of Directors for Hillshire Brands from 2012 to 2014.

He also served on the audit and compensation committee.

He also spent ten years with ConAgra Foods in various management positions, including Vice President of International Trading and Marketing for ConAgra Trade Group and President of ConAgra Canada.

Becker has 36 years of extensive experience in executive management, risk management, hedging and derivatives, supply chain management, M&A, and operations in numerous commodity processing and manufacturing businesses, along with significant international

experience in agricultural and energy markets.

In addition, he has extensive experience in debt and equity market capital raises, as well as a deep understanding and ability in investor relations and what it takes to attract and retain capital.

Becker earned a master’s degree in Finance from the Kelley School of Business at Indiana University and a bachelor’s degree in Business Administration with an emphasis in Finance from the University of Kansas.

We believe that Mr.

Minnis’ knowledge of Legacy Core and the digital asset mining industry as well as his investment and venture capital expertise provide him with the qualifications and skills to serve on our Board.

Kneeland Youngblood.

Youngblood has served as a member of our Board since January 2022.

Youngblood has served as a member of the board of directors of numerous TPG Pace SPAC transactions since 2015.

Youngblood is a director nominee of TPG Pace Beneficial II Corp.

Youngblood has served as a founding partner of Pharos Capital Group, LLC since 1998, a private equity firm that focuses on providing growth and expansion capital/buyouts in the health care service sector.

Youngblood is a director of Mallinckrodt Pharmaceuticals, a director of Scientific Games Corporation and Chairman of the Finance Committee of the President’s Advisory Board of the UT Southwestern Medical Center.

Becker’s management, finance, and innovation expertise and experience as a director and audit committee member provide him with the qualifications and skills to serve on our Board of Directors.

Booth has served on our Board of Directors since January 23, 2024.

Booth is currently an entrepreneur and author of The Price of Tomorrow – Why Deflation is Key to an Abundant Future.

From 1999 to 2017, Mr.

Booth was Chief Executive Officer and Founder of BuildDirect.com Technologies, Inc.

BILD) a company that connects buyers and sellers of building materials and equipment to simply the home improvement market.

A visionary leader, technology entrepreneur, Mr.

Booth is a Founding Partner of Ego Death Capital, a partnership of entrepreneurs that invest in other entrepreneurs solving World problems.

Booth’s insights and achievements have earned him the BC Technology Industry Association's Person of the Year in 2015 and in October 2023, he was honored with induction into the prestigious BCTIA's Hall of Fame.

Furthermore, in 2016, he gained recognition from Goldman Sachs, who named him one of the 100 Most Intriguing Entrepreneurs.

In addition to his work investing and helping entrepreneurs build on the rails of bitcoin, he is a Co-Founder of addy and NocNoc.

Booth also actively serves on the boards of Fedi, and Breez, in addition to several advisory boards.

A dedicated member of the Young Presidents Organization since 2004, he further contributes as a Founding Fellow at the Creative Destruction Lab.

We believe Mr.

Booth’s entrepreneurial efforts, experience in bitcoin and other technology driven enterprises provide him with the qualifications and skills to serve on our Board of Directors.

Levy has served on our Board of Directors since January 23, 2024.

Levy currently serves as a Managing Partner at SBNY (formerly SoftBank Capital NY) and Seed Capital Partners, an early-stage Venture Capital Fund he co-founded in late 1999.

SBNY is a venture capital fund specializing in mobile, social media, eCommerce and digital media investments in early-stage technology companies.

In addition, he serves as Co-Managing Partner of Z80 Labs, an Accelerator Fund created in 2013 in Buffalo NY to help kick-start the start-up ecosystem.

Prior to co-founding Seed Capital Partners, he was co-founder of Upgrade Corporation of America and was President, co-CEO and co-Chair of its predecessor companies SOFTBANK Services Group and ClientLogic (now SITEL Worldwide).

Previously, Mr.

Youngblood served as a member of the board of directors of Pace-I from September 2015 through its business combination with Playa in March 2017.

Youngblood has also served as a member of the board of directors of Pace-II from June 2017 through its business combination with Accel.

Youngblood is also a former director of Burger King Corporation, Starwood Hotels and Lodging, Gap Inc.

and Energy Future Holdings (formerly TXXU).

He also serves on several private company and not-for-profit boards.

Youngblood graduated from Princeton University in 1978 with an A.B in Politics/Science in Human Affairs and earned an M.D.

degree from the University of Texas, Southwestern Medical School.

We believe that Mr.

Youngblood’s extensive leadership experience, expertise in growth investing and his service as a board member across a diverse set of industries provide him with the qualifications and skills to serve on our Board.

Goldman has served as a member of our Board since October 2022.

Goldman has over 25 years of experience in investing and working with companies, in a variety of industries, to maximize shareholder value.

Since January 2013, Mr.

Goldman has served as the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, restructuring, strategic planning and transformations for companies in numerous industries, including healthcare, energy, technology, media, retail, gaming and industrials.

Goldman was formerly a Managing Director at Och Ziff Capital Management, LP from 2014 to 2016 and before that, a Founding Partner of Brigade Capital Management, LLC, from 2007 to 2012, which he helped build to over $12 billion in assets under management.

Prior to this, Mr.

Goldman was a Portfolio Manager at MacKay Shields, LLC and also held various positions at Salomon Brothers Inc, both as a mergers and acquisitions banker and as an investor in the high yield trading group.

Goldman currently serves as chairman of the board of directors of Talos Energy Inc.

and Diamond Offshore, Inc., positions he has held since 2018 and 2021, respectively, and has been a member of the board of directors of Weatherford International plc since 2019.

He served as chairman of Stone Energy Corporation, prior to its combination with Talos Energy, from 2017 to 2018.

He previously served as a director on the board of Midstates Petroleum Company Inc.

(from 2017 to 2019), Ditech Holding Corporation (from 2017 to 2019), Ultra Petroleum Corp.

(from 2017 to 2019), Garrett Motion Inc.

(from 2020 to 2021) and Redbox Entertainment Inc.

He has also served on numerous other public and private company boards throughout his career including Fairway Markets, Eddie Bauer, Toys R Us, J.

Crew, and NII Holdings.

He earned a BA from the University of Michigan and an MBA from the University of Illinois.

Levy was Senior Vice President of Software Etc.

(now GameStop Corp.;

GME), a chain of computer and video game stores throughout the U.S.

He was also Executive Vice President and co-Founder of Software Distribution Services, (now known as Ingram Micro Inc.).

He started his career in Albany, New York where he worked in the New York State Senate and was actively involved in dozens of political campaigns.

Levy currently serves on the boards of directors of several technology companies including Rebelmouse, Strategic Financial Solutions, and Take2.

Until recently he served on the Boards of ACV Auctions, US Bitcoin (acquired by HUT 8 Mining Corp.;

HUT), Synacor, Buzzfeed, WorkMarket (acquired by ADP), Fieldlens (acquired by WeWork), ZipList (acquired by Advance Newhouse), OMGPOP (acquired by Zynga), KickApps (acquired by KIT Digital), XO Soft (acquired by CA), HyperPublic (acquired by Groupon), Huffington Post (acquired by AOL) and VirginMega (acquired by Nike).

He also serves on the Mount Sinai Medical Center Foundation Executive Committee in Miami, FL.

Previously, he sat on the Board of Upstate New York Regional Advisory Board of the Federal Reserve Bank of New York, was a founding Director of Cobalt Networks prior to its acquisition by Sun Microsystems, and GT Interactive before it was acquired by Atari.

Levy also served as the first non-Native American on the Board of Seneca Holdings, LLC, the business arm of the Seneca Nation of Indians.

Levy holds a B.A.

in Political Science from the State University of New York at Buffalo.

We believe Mr.

Levy’s service on the boards of directors of other public companies gives him a strong understanding of his role as a member of our Board of Directors and enables him to provide essential strategic and corporate governance leadership to our Board of Directors.

Additionally, Mr.

Levy’s experience as a venture capital investor, including at the seed stage, enables him to bring to our Board of Directors significant technology experience and insights in evaluating new businesses and products.

Jarrod Patten.

Patten has served on our Board of Directors since January 23, 2024.

Patten founded and runs the global real estate advisory firm RRG and has served as its president and chief executive officer since inception in 1996.

Patten’s professional career has been dedicated to the development and execution of real estate, technology and technology management solutions that heighten operational controls, lower operating costs and deliver sustainable cost savings to users of space worldwide.

Patten’s leadership, foresight and expertise have been critical drivers in the delivery of billions of dollars in value to diverse, leading-edge organizations globally.

Patten has been a member of the Board of Directors of MicroStrategy Incorporated (“MicroStrategy”) since November 2004.

MicroStrategy is a multi-billion dollar public company headquartered in Tysons Corner, Virginia, in the Washington metropolitan area.

MicroStrategy trades under ticker symbol MSTR on the Nasdaq stock exchange.

MicroStrategy is the largest, independent publicly-traded provider of business intelligence and analytics software in the world.

MicroStrategy also has built out a material, digital assets business and is currently the largest public company holder of bitcoin on its corporate balance sheet.

Patten received a B.S.

in Biology and a B.A.

in Biological Anthropology and Anatomy from the Trinity College of Arts and Sciences at Duke University.

We believe that Mr.

Goldman’s extensive corporate governance and strategic planning expertise and his experience on multiple boards provide him with the qualifications and skills to serve on our Board.

Patten is well-suited to serve on our Board of Directors due to

his leadership and management expertise as a chief executive officer, his international business, finance, and corporate compliance experience, and his extensive knowledge of bitcoin, and cost and operational controls.

Rozov has served on our Board of Directors since January 23, 2024.

Rozov is the founder and Managing Partner of Terrace Edge Ventures LLC, a financial advisory firm providing consulting services to public and private companies and institutional investors, since January 2022.

From 2019 to 2021, Mr.

Rozov was a Partner of GoldenTree Asset Management LLC, a leading global credit asset management firm.

From 2019 to 2021, Mr.

Rozov also served as the Chief Executive Officer and President of Syncora Guarantee Inc.

and from 2020 to 2021, as Chief Executive Officer of Financial Guaranty UK Ltd, each of which is a stand-alone specialty insurance company owned by GoldenTree.

From 2009 to 2019, he was a Partner and Managing Director at Moelis & Company where he headed the Financial Institution Advisory group and was on the Management Committee of Moelis Asset Management.

From 2014 to 2019, Mr.

Rozov helped co-found College Avenue Student Loans LLC and served on its board and co-founded Chamonix Partners Capital Management LLC.

From 2007 to 2009, Mr.

Rozov was a Managing Director at UBS AG, where he was the Head of the Americas for the Repositioning Group.

Rozov has served on the Board of Directors of Midwest Holding Inc.

since June 2022, on the Board of Directors of Neo Performance Materials Inc.

since August 2022 and on the Board of Directors of Oramed Pharmaceuticals since April 2022.

Rozov holds an M.Sc.

in data science from Columbia University and a bachelor’s degree with highest honors in physics and materials engineering from Rutgers University.

We believe Mr.

Rozov is well suited to serve as a Director on our Board of Directors due to his extensive experience in the financial services industry, both as an executive and a founder.

Weiss has served on our Board of Directors since January 23, 2024.

Weiss is the founder and Chief Investment Officer for Blockchain Investment Group LP, a hedge fund of funds investing exclusively in blockchain assets, since October 2017.

Weiss began his career as a US Government bond trader at Morgan Stanley Dean Witter.

After earning his MBA from Columbia Business School, Mr.

Weiss joined the Private Equity and Venture Capital Division of GE Capital as a Director in the internet business space.

While in this role, a client company, Internet Capital Group (ICG), pursued Mr.

Weiss to join as a Director of investments in business-to-business internet companies.

Weiss also served as ICG’s board representative for a number of portfolio companies.

Eric moved on from ICG when he was invited to serve as a founding Principal at Stripes Group, identifying and leading investments in the online direct marketing space.

Weiss has also been an active investor of personal capital in hedge funds and hedge fund of funds for over twenty years and purchased his first bitcoin in December 2013.

We believe Mr.

Weiss is well suited to serve as a director on our Board of Directors due to his experience with blockchain and digital asset investing and trading markets.

There are no family relationships between or among any of our directors or nominees.

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Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of equity securities of the Company.

To the Company’s knowledge, based solely on a review of the copies of such filings on file with the SEC and written representations from the Company’s directors and executive officers, we believe that during 2022, all transactions were reported on a timely basis except for:

• one Form 4 by Todd DuChene reporting two transactions on June 13, 2022, which was filed on June 16, 2022,

• one Form 4 by Darin Feinstein reporting one transaction on May 27, 2022, which was filed on June 1, 2022,

• one Form 4 by Denise Sterling reporting two transactions on June 13, 2022, which was filed on June 16, 2022,

• one Form 4 by Brian Neville reporting two transactions on June 13, 2022, which was filed on June 16, 2022,

• one Form 4 by Michael Levitt reporting two transactions on June 13, 2022, which was filed on July 7, 2022,

• one Form 4 by Jarvis Hollingsworth reporting one transaction on June 13, 2022, which was filed on September 6, 2022,

• one Form 4 by Kneeland Youngblood reporting one transaction on June 13, 2022, which was filed on September 6, 2022, and

• one Form 4 by Stacie Olivares reporting one transaction on June 13, 2022, which was filed on September 6, 2022.

To the Company’s knowledge, based solely on a review of the copies of such filings on file with the SEC and written representations from the Company’s directors and executive officers, we believe that during 2023, all transactions were reported on a timely basis.

Board Diversity

The Board Diversity Matrix below provides the diversity statistics for our Board.

Board Diversity Matrix (As of March 24, 2023)

The Board Diversity Matrix below provides the diversity statistics for our Board of Directors.

Board Diversity Matrix (As of February 29, 2024)

Total Number of Directors

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Board Leadership Structure

Our Board is led by Mr.

Levitt, who also serves as our Chief Executive Officer.

Feinstein is Co-Chair and EVP, Corporate Strategy.

We believe that combining the positions of Chief Executive Officer and Chair of the Board will help to ensure that the Board and management will act with a common purpose and provide a single, clear chain of command to execute our strategic initiatives and business plans.

In addition, we believe that a combined Chief Executive Officer/Chair is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information.

Our Board has appointed Mr.

Hollingsworth as lead independent director in order to help reinforce the independence of the Board as a whole.

The position of lead independent director has been structured to serve as an effective balance to Mr.

Levitt’s leadership as the combined Chief Executive Officer and Chair.

The lead independent director is empowered to, among other duties

and responsibilities, work with the Chief Executive Officer to develop and approve an appropriate board meeting schedule;

work with the Chief Executive Officer to develop and approve meeting agendas;

provide the Chief Executive Officer feedback on the quality, quantity and timeliness of the information provided to the Board;

develop the agenda and moderate executive sessions of the independent members of the Board;

preside over board meetings when the Chief Executive Officer is not present or when such person’s performance or compensation is discussed;

act as principal liaison between the independent members of the Board and the Chief Executive Officer;

convene meetings of the independent directors as appropriate;

and perform such other duties as may be established or delegated by the Board.

As a result, we believe that the lead independent director can help ensure the effective independent functioning of the Board in its oversight responsibilities.

In addition, we believe that the lead independent director serves as a conduit between the other independent directors and the Chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors.

Pursuant to our Plan of Reorganization, at the Effective Date our Certificate of Incorporation was amended to fix the number of directors constituting the Board of Directors at seven members, divided into three classes designated Class 1, Class 2 and Class 3.

Class 1 consists of two directors, Class 2 consists of two directors and Class 3 consists of three directors.

Except as otherwise provided in the COI, directors shall be elected by a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting of stockholders and entitled to vote thereon.

The chairperson of the Board of Directors, Mr.

Patten, was determined by the affirmative vote of a majority of the directors without giving effect to the vote of the director selected as the new chairperson.

The term of office of the initial Class 1 directors shall expire at the 2025 annual meeting of stockholders;

the term of office of the initial Class 2 directors shall expire at the 2026 annual meeting of stockholders;

and the term of office of the initial Class 3 directors shall expire at the 2027 annual meeting of stockholders.

Any director or the entire Board of Directors may be removed from office only for cause by the affirmative vote of the holders of at least a majority of the shares of capital stock of the Company entitled to vote on the election of such directors.

If any Class 3 director resigns or is removed from the Board of Directors for any reason including due to death or disability or for cause prior to the later of (a) the date of the 2027 annual meeting of stockholders and (b) the date on which no New Secured Notes and no New Secured Convertible Notes remain outstanding, any replacement for such director shall be chosen from a list of nominees provided by the Ad Hoc Noteholder Group to the Company on or prior to the Effective Date and, if none of the nominees on such list are available, such replacement shall be selected by a majority vote of the directors and shall be acceptable to the remaining Class 3 directors;

provided that if any Class 2 director or the Class 1 director chosen by the Equity Committee (collectively, the “Equity Committee Directors”) resigns or is removed from the Board of Directors for any reason including due to death or disability or for cause prior to the date of the 2026 annual meeting of stockholders, in the case of the Class 2 directors or the 2025 annual meeting of stockholders in the case of the Class 1 director chosen by the Equity Committee, such replacement shall be chosen from a list of nominees provided by the Equity Committee to the Company prior to the Effective Date and, if none of the nominees on such list are available, such replacement shall be selected by a majority vote of the directors and shall be acceptable to the remaining Equity Committee Directors.

Our Board of Directors is led by our Chair, Mr.

Patten, who was elected unanimously by the remaining directors.

Role of the Board in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight.

In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

One of the key functions of our Board of Directors is informed oversight of our risk management process.

Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight.

In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The Audit Committee also monitors compliance with legal and regulatory requirements.

Board Committees

Our Board has three standing committees:

Our Board of Directors has three standing committees:

an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee approved the formation of a Special Committee in November 2022.

Each of these committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to fulfill its responsibilities.

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The Audit Committee is currently composed of three members:

Youngblood, Mr.

Hollingsworth and Mr.

Our Board has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of the Nasdaq Stock Market (“Nasdaq”).

Becker (Chair), Mr.

Patten, and Mr.

Our Board of Directors has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of the Nasdaq Stock Market (“Nasdaq”).

Each member of our Audit Committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements.

Additionally, our Board has determined that each of Mr.

Hollingsworth, Mr.

Goldman and Mr.

Youngblood are qualified as audit committee financial experts within the meaning of SEC regulations and meet the financial sophistication requirements of the applicable Nasdaq listing rules.

In arriving at this determination, the Board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment and has determined that each audit committee member qualifies as a financial expert as defined in Item 407(d) of Regulation S-K.

Additionally, our Board of Directors has determined that Mr.

Becker and Mr.

Rozov are qualified as audit committee financial experts within the meaning of SEC regulations and meet the financial sophistication requirements of the applicable Nasdaq listing rules.

In arriving at this determination, the Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their prior and/or current employment and has determined that each Audit Committee member qualifies as a financial expert as defined in Item 407(d) of Regulation S-K.

Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee.

The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm.

The primary purpose of the Audit Committee is to discharge the responsibilities of the Board of Directors with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm.

Specific responsibilities of the Audit Committee include:

• helping the Board oversee corporate accounting and financial reporting processes;

• helping the Board of Directors oversee corporate accounting and financial reporting processes;

• managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements;

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Compensation Committee

The Compensation Committee is currently composed of two directors:

Youngblood (Chair) and Mr.

Our Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and is “independent” as defined under the applicable listing standards of Nasdaq, including the standards specific to members of a compensation committee.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate.

The Compensation Committee is currently composed of three directors:

Rozov (Chair), Mr.

Booth and Mr.

Our Board of Directors has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and is “independent” as defined under the applicable listing standards of Nasdaq, including the standards specific to members of a compensation committee.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the Compensation Committee include:

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The Nominating and Corporate Governance Committee is currently composed of three directors:

Hollingsworth (Chair), Mr.

Minnis and Mr.

Levy (Chair), Mr.

Booth and Mr.

All members of the Nominating and Corporate Governance Committee are independent.

The Nominating and Corporate Governance Committee of the Board is responsible for identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board, considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board, developing and making recommendations to the Board regarding corporate governance guidelines and matters, including in relation to

corporate social responsibility and overseeing periodic evaluations of the performance of the Board, including its individual directors and committees.

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board of Directors, considering and making recommendations to the Board of Directors regarding the composition and chairmanship of the committees of the Board of Directors, developing and making recommendations to the Board of Directors regarding corporate governance guidelines and matters, including in relation to corporate social responsibility and overseeing periodic evaluations of the performance of the Board of Directors, including its individual directors and committees subject in all respects to the Company’s Certificate of Incorporation.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including a reputation for integrity, honesty and adherence to high ethical standards;

demonstrated business acumen, experience and the ability to exercise sound judgements in matters that relate to the current and long-term objectives of the Company and a willingness and ability to contribute positively to the decision-making process of the Company;

a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees;

a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board of Directors and its committees;

the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;

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The Nominating and Corporate Governance Committee also believes that candidates for director should not have, nor appear to have, a conflict of interest that would impair the candidate’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.

However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders, and the Nominating and Corporate Governance Committee has direct input from the Chairman of the Board and the Chief Executive Officer.

Our Nominating and Corporate Governance Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees but believes that our Board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds.

In this regard, the Nominating and Corporate Governance Committee will consider issues of diversity among its members in identifying and considering nominees for director and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our Board and its committees.

the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, the operating requirements of the Company and the long-term interests of stockholders, and the Nominating and Corporate Governance Committee has direct input from the Chairman of the Board of Directors and the Chief Executive Officer.

Our Nominating and Corporate Governance Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees but believes that our Board of Directors, taken as a whole, should embody a diverse set of skills, experiences and backgrounds.

The Nominating and Corporate Governance Committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board of Directors refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board of Directors.

In the case of incumbent directors whose terms of office are set to expire, the Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence.

The Nominating and Corporate Governance Committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis.

The Nominating and Corporate Governance Committee also takes into account the results of the Board of Directors’ self-evaluation, conducted annually on a group and individual basis.

In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent, which determination is based upon applicable SEC rules and regulations and the advice of counsel, if necessary.

The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.

The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the board.

The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the board by majority vote.

The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders.

The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not a stockholder recommended the candidate.

Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address:

c/o Core Scientific, Inc., 2407 S.

Congress Ave , Ste.

E-101, Austin, Texas 78704 at least 120 days prior to the anniversary date of the mailing of our proxy statement for the last Annual Meeting of Stockholders.

Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address:

c/o Core Scientific, Inc., 838 Walker Road, Suite 21-2105, Dover, Delaware 19904, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the last Annual Meeting of Stockholders.

Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our common stock and has been a holder for at least one year.

Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Special Committee

The Special Committee is currently composed of three directors:

Kneeland, Mr.

Goldman and Mr.

All members of our Special Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing

The Special Committee was formed to evaluate and consider potential restructuring transactions and other strategic alternatives in connection with its outstanding indebtedness and contractual and other liabilities, including restructuring, reorganization and other strategic alternatives.

Each of the members of the Special Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act.

In making this determination, our Board has considered their requite qualifications, skills, and independence to exercise independent judgement in the evaluation of strategic alternatives and various restructuring activities.

Stockholder Communications with the Board of Directors

Stockholders of the Company wishing to communicate with the Board or an individual director may send a written communication to the Board or such director c/o Core Scientific, Inc., 2407 S.

Congress Ave , Ste.

E-101, Austin, Texas 78704, Attn:

Stockholders of the Company wishing to communicate with the Board of Directors, or an individual director may send a written communication to the Board of Directors or such director c/o Core Scientific, Inc., 838 Walker Road, Suite 21-2105, Dover, Delaware 19904, Attn:

The Secretary will review each communication.

The Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

The Secretary will forward such communication to the Board of Directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

Code of Business Conduct and Ethics

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Hedging Policy

Our Board has adopted an insider trading policy, which prohibits our employees, directors and certain consultants from engaging in hedging or monetization transactions with respect to our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds.

Our Board of Directors has adopted an insider trading policy, which prohibits our employees, directors and certain consultants from engaging in hedging or monetization transactions with respect to our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds.

In addition, our insider trading policy prohibits trading in derivative securities related to our securities, which include publicly traded call and put options, engaging in short selling of our common stock, purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan.

Executive Compensation

Our named executive officers for the fiscal year ended December 31, 2022 are:

• Michael Levitt, Chief Executive Officer;

DuChene, President and Chief Legal Officer;

Our named executive officers for the fiscal year ended December 31, 2023 were:

• Adam Sullivan, Chief Executive Officer;

• Michael Levitt, former President and Chief Executive Officer;

DuChene, Executive Vice President, Chief Legal and Administrative Officer, Chief Compliance Officer and Secretary;

• Denise Sterling, Executive Vice President and Chief Financial Officer.

• Michael Trzupek, former Executive Vice President and Chief Financial Officer.

Summary Compensation Table

The following table provides information regarding total compensation awarded to, earned by, and paid to our named executive officers for services rendered to the Company in all capacities for the fiscal years ended December 31, 2023 and 2022.

Name and Principal Position Year Salary($)(1) Stock Awards($)(2) All Other Compensation ($) Total($)

Michael Levitt(3) Chief Executive Officer

Name and Principal Position Year Salary($)(1) Stock Awards($)(2) Bonus($)(3)

All Other Compensation ($) Total($)

Adam Sullivan(4) Chief Executive Officer

2023 378,291 — 500,000 12,500 (5) 890,791

Michael Levitt Former President and Chief Executive Officer

2023 60,000 (6) — — — 60,000

DuChene(5) President and Chief Legal Officer

2022 60,165 5,746,149 — — 5,806,314

DuChene(7) Executive Vice President, Chief Legal and Administrative Officer, Chief Compliance Officer and Secretary

2023 492,308 — 100 492,408

Denise Sterling(6) EVP and Chief Financial Officer

2022 300,824 3,851,883 — 375,000 (8) 4,527,707

Denise Sterling(9) Executive Vice President and Chief Financial Officer

2023 300,000 — — 92,100 (10) 392,100

Michael Trzupek(7) 2021 300,824 9,210,000 — 9,510,824

Former EVP and Chief Financial Officer 2022 105,495 2,424,000 75,000 (11) 2,529,570

2022 300,824 242,422 — 50,000 (8) 593,246

(1) Salary amounts represent actual amounts earned and paid during the fiscal year.

(2) Amounts reported represent the aggregate grant date fair value of RSUs granted to the named executive officer during the fiscal year.

The aggregate grant date fair value for 2021 is based upon an estimate of the per share price of Legacy Core common stock at the grant date and for 2022, is based on the closing trading price of Core Scientific common stock on Nasdaq on the date of grant.

(2) Amounts reported represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted to the named executive officer during the fiscal year.

The aggregate grant date fair value for 2021 is based upon an estimate of the per share price of Legacy Core common stock at the grant date.

The aggregate grant date fair value for 2022, is based on the closing trading price of Core Scientific common stock on Nasdaq on the date of grant.

In accordance with the Financial Accounting Standard Board Accounting Standards Codification, Topic 718, or ASC Topic 718, recognition of compensation cost was deferred until consummation of the Business Combination.

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Values shown do not reflect the actual economic value realized or realizable by the named executive officers.

Levitt was appointed as Legacy Core’s Chief Executive Officer in July 2021.

(4) The salary reported for Mr.

Levitt represents a pro-rata portion of his salary in 2021.

His annualized base salary for 2021 and 2022 was $60,000.

DuChene was appointed President and Chief Legal Officer effective November 14, 2022.

Prior to that time he served as Executive Vice President and General Counsel.

Sterling assumed the role of Chief Financial Officer on April 5, 2022.

Sterling was hired as Senior Vice President Corporate Finance in May 2021 but she was not a named executive officer in 2021.

The salary reported for Ms.

Sterling for 2021 represents a pro-rata portion of her salary.

Trzupek resigned from his position effective April 4, 2022.

(8) Amount shown represents $498,691 relocation expenses reimbursed by Legacy Core to Mr.

(9) Amounts shown represent payments under the Key Employee Retention Program.

(10) Amount represents hiring bonus.

(11) Includes Mr.

Trzupek’s severance payment of $75,000, as described further below under “Potential Payments Upon Termination or Change in Control.”

(3) Amount represents annual bonus earned for fiscal 2023.

Sullivan was appointed as the Company’s President in May 2023 and Chief Executive Officer in August 2023 in connection with Mr.

Levitt’s resignation.

The salary represents the pro rata share of his salary in 2023.

Sullivan’s base salary for 2023 is $500,000.

(5) Amount includes rental expense for temporary housing.

Levitt resigned as the Company’s Chief Executive Officer in August 2023.

Levitt assumed the role of Executive Chairman of the Board of Directors of the Company at his $60,000 per annum salary.

DuChene was President and Chief Legal Officer of the Company from November 2022 until May 2023.

Prior to that time, beginning in April 2019, he served as Executive Vice President and General Counsel.

In connection with Mr.

Sullivan’s appointment to President in May 2023.

DuChene ceased to serve as President and continued to serve as Chief Legal Officer while assuming his new role of Chief Administrative Officer.

All other compensation for the year ended December 31, 2023 includes a $100 gift card.

(8) Amounts shown represent payments under the Key Employee Retention Program (the “KERP”) which provides retention awards to certain key employees, including certain of the Company’s named executive officers.

Executive KERP amounts were paid upon adoption of the KERP, subject to possible clawback if the executive voluntarily terminates employment prior to vesting.

The executive KERP awards will become vested upon the earlier of (a) twelve (12) months following execution of the KERP agreement and (b) the occurrence of a specified restructuring event, as defined in the KERP.

If the Company terminates the executive’s employment for “cause” or the executive voluntarily terminates his or her employment with the Company without “good reason” (each as defined in the KERP) prior to the award becoming vested, the executive will forfeit the award and must repay the Company the gross (pre-tax) amount of such award.

Sterling assumed the role of Chief Financial Officer of the Company in April 2022.

(10) Amounts shown represent $92,000 payment under Key Employee Incentive Program (the “KEIP”) for Ms.

Sterling as well as a $100 gift card.

Narrative Disclosure to Summary Compensation Table

Annual Base Salary

The compensation of Legacy Core’s named executive officers is generally determined and approved by the compensation committee of its board of directors.

The compensation of the Company’s named executive officers is generally determined and approved by the Compensation Committee of the Board of Directors.

The base salaries of each of the named executive officers for the fiscal years ended December 31, 2023 and 2022 are listed in the table below.

Name Fiscal Year 2021 Base Salary($) Fiscal Year 2022 Base Salary($)

Name Fiscal Year 2023 Base Salary($)

Fiscal Year 2022 Base Salary($)

Adam Sullivan (1)

Michael Levitt(2)

DuChene 300,000 300,000

60,000 60,000

500,000 300,000

Denise Sterling(4)

Michael Trzupek(3) 300,000 300,000

Levitt was appointed as Legacy Core’s Chief Executive Officer in May 2021.

Sterling assumed the role of Chief Financial Officer on April 5, 2022.

She was appointed Senior Vice President Corporate Finance in May 2021 but not a named executive officer in 2021.

Trzupek resigned from his role as Chief Financial Officer effective April 4, 2022.

300,000 300,000

Sullivan was not one of our named executive officers for the year ended December 31, 2022, and was appointed as the Company’s Chief Executive Officer in August 2023.

Levitt resigned as the Company’s Chief Executive Officer in August 2023 and assumed the role of Executive Chairman of the Board of Directors of the Company at his pre-resignation salary of $60,000 per annum.

DuChene served as President and Chief Legal Officer of the Company from November 2022 to May 2023.

In connection with Mr.

Sullivan’s appointment to President in May 2023, Mr.

DuChene continued to serve as the Company’s Chief Legal Officer while also assuming the new role of Chief Administrative Officer.

DuChene’s base salary was increased in December 2022 in connection with his appointment as interim President.

Sterling assumed the role of Chief Financial Officer of the Company in April 2022.

Annual Performance-Based Bonus Opportunity

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Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees and consultants, including executive officers.

The Board is responsible for approving equity grants.

To preserve cash and to incentivize exceptional performance from its executive officers, we have historically used RSUs as an incentive for long-term compensation to our executive officers.

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our executive officers, employees and consultants.

The Board of Directors is responsible for approving equity-based grants.

To preserve cash and to incentivize exceptional performance from its executive officers, we have historically used RSUs as an incentive for long-term incentive compensation to our executive officers.

Our executives generally are awarded an initial grant in the form of RSUs in connection with their commencement of employment.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

We may grant equity awards at such times as our Board determines appropriate.

Prior to the Business Combination, all RSUs were granted pursuant to (i) the Core Scientific, Inc.

We may grant equity awards at such times as our Board of Directors determines appropriate.

Historically, all RSUs were granted pursuant to (i) the Core Scientific, Inc.

(f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (as amended, the “2018 Plan”), (ii) the Blockcap, Inc.

Equity Incentive Plan and (iii) the Amended and Restated 2018 Equity Incentive Plan (collectively, the “Legacy Core Plans”).

Equity Incentive Plan, (iii) the Amended and Restated 2018 Equity Incentive Plan, and (iv) the Core Scientific 2021 Equity Incentive Plan (collectively, the “Equity Plans”).

For additional information regarding the equity awards held by the named executive officers as of December 31, 2023, please see the section below titled “ Outstanding Equity Awards at Fiscal Year-End of 2023.

On June 8, 2022, the Compensation Committee approved an amendment to the Company’s award agreement for the restricted stock units (“RSUs”) outstanding under the 2018 Plan to provide for the waiver and elimination of the requirement that the Company undergo a “change in control” or a “public offering” for full vesting of existing RSUs that have otherwise met the time vesting requirements (the “RSU Amendment”).

The Board ratified the RSU Amendment on June 14, 2022.

As a result of the RSU Amendment, all outstanding RSUs under the 2018 Plan that had not been forfeited prior to the date of the RSU Amendment are subject only to time-based vesting.

In connection with the Business Combination, on January 19, 2022, Company stockholders approved the Core Scientific, Inc.

2021 Equity Incentive Plan (the “2021 Plan”) which provides for the grant of incentive stock options (“ISOs”, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Core’s affiliates.

The maximum number of Company common stock that may be issued under the 2021 Plan will not exceed 45,000,000 shares of Company common stock.

In addition the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, beginning on

January 1, 2022 and continuing through and including January 1, 2031, in an amount equal to (i) 4% of the total number of shares of Company common stock outstanding on December 31 of the preceding year, or (ii)a lessor number of shares of Company common stock determined by the Company’s Board prior to the date of increase.

The maximum number of shares of Company common stock that may be issued upon the exercise of ISOs under the 2021 Plan is 45,000,000 shares.

See Core Scientific, Inc.

2021 Equity Incentive Plan included as Exhibit 10.8 to the Company’s Current Report on Form 8-K dated January 19, 2022 and filed with the SEC on January 24, 2022.

Following the closing of the Business Combination, we no longer grant equity incentive awards under the Legacy Core Plans.

Following the Effective Date of the Plan of Reorganization, we no longer grant equity incentive awards under the Equity Plans, although we anticipate adopting a new equity-based long-term incentive plan within 90 days of the Effective Date, under which up to 10% of the New Common Stock issued and outstanding, on a fully diluted basis, on the date of the Effective Date may be issued to the Company’s management and employees..

Employment Agreements with Named Executive Officers

Adam Sullivan .

Following the resignation of Mr.

Levitt in August 2023, the Board of Directors appointed Mr.

Sullivan to serve as interim Chief Executive Officer, effective as of August 2, 2023.

Prior to his appointment as interim Chief Executive Officer, Mr.

Sullivan served as our President.

In connection with his appointment to President, in April 2023, the Company entered into an employment agreement with Mr.

Sullivan’s employment agreement provides for an annual base salary of $500,000 and eligibility for an annual discretionary cash bonus award with a target bonus opportunity of no less than 100% of his base salary.

For the year 2023, Mr.

Sullivan will be guaranteed a minimum annual bonus amount of $500,000.

The terms and criteria applicable to the receipt of the annual bonus will be determined by the Board of Directors.

The employment agreement further provides that Mr.

Sullivan will be entitled to participate in the Company’s equity incentive plan and receive an award as determined by the Board of Directors, subject to approval by the bankruptcy court overseeing the Company’s corporate reorganization under Chapter 11 of the United States Code.

His employment agreement also provides for a severance payment equal to three months’ base salary if Mr.

Sullivan’s employment is terminated by Core other than for Cause (as defined in his employment agreement).

See also the section below titled “ Potential Payments upon Termination or Change in Control.

Michael Levitt .

In October 2021, Legacy Core entered into an amended and restated employment agreement with Mr.

In October 2021, the Company entered into an amended and restated employment agreement with Mr.

Levitt, pursuant to which Mr.

Levitt serves as our Chief Executive Officer.

Levitt served as our Chief Executive Officer until his resignation in August 2023.

Levitt’s agreement provides for a base salary of $60,000 and an initial award of RSUs convertible into 8,400,000 shares of common stock, which was granted to Mr.

Levitt in July 2021.

In addition, pursuant to the terms of his agreement, on January 19, 2022, Mr.

Levitt was granted an award of 5,000,000 stock options having an exercise price of $16.24 per share and exercisable 25% on each of the first four anniversaries of the vesting commencement date in connection with the Business Combination.

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

Levitt also has the opportunity to earn an additional annual grant of up to 1,600,000 RSUs subject to achievement of certain performance metrics established by the Board.

If, for certain period during the term of his agreement, the positive total shareholder return (“TSR”) of Core exceeds the TSR for the S&P 500 Index during the same period (“TSR Over Performance”), the Mr.

Levitt is entitled to a bonus equal to the product of .0375 multiplied by the amount of the increase in Core equity value attributable to TSR Over Performance.

The bonus amount is payable at the option and discretion of Core in cash, bitcoin or shares of common stock having a fair market value on the date of issue equal to the amount of the bonus.

The term of Mr.

Levitt’s agreement continues until May 17, 2025, following which the agreement automatically renews for one additional year on each anniversary thereafter, unless, not less than ninety (90) days prior to the commencement of any such renewal term, either party has given written notice to the other that it does not wish to extend the agreement (a “Non-Renewal”).

In December 2018, Legacy Core entered into a letter agreement with Mr.

In addition, pursuant to the terms of his employment agreement, Mr.

Levitt was granted an award of 3,050,000 RSUs in connection with the Business Combination.

Pursuant to a separation agreement between the Company and Mr.

Levitt agreed to serve as Executive Chairman of the Board of Directors of the Company until the Company’s emergence from Chapter 11 at his pre-resignation salary of $60,000 per annum.

In December 2018, the Company entered into a letter agreement with Mr.

DuChene, effective upon his first day of employment on April 1, 2019.

DuChene’s agreement provides for a base salary of $300,000 and an initial award of RSUs convertible into 1,000,000 shares of common stock.

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

DuChene’s letter agreement provides for a base salary of $300,000 and an initial award of RSUs convertible into 1,000,000 shares of common stock.

DuChene’s base salary was increased in December 2022 in connection with his appointment as interim President.

His letter agreement also provides for a severance payment equal to three months’ base salary if Mr.

DuChene’s employment is terminated by Core other than for Cause (as defined in his letter agreement).

See also the section below titled “ Potential Payments upon Termination or Change in Control.

Denise Sterling .

In May 2021, Legacy Core entered into a letter agreement with Ms Sterling.

Sterling’s agreement provided for a base salary of $300,000, a sign on bonus of $100,000 and an initial award of RSUs convertible into 300,000 shares of common stock (480,037 post Business Combination).

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

Michael Trzupek .

In September 2020, Legacy Core entered into a letter agreement with Mr.Trzupek.

Trzupek’s agreement provided for a base salary of $300,000 and an initial award of RSUs convertible into 2,000,000 (3,200,251 post Business Combination) shares of common stock.

His agreement also provided for payment equal to 3 months base salary if Mr.

Trzupek’s employment is terminated by other than for Cause.

Trzupek’s employment terminated in April 2022 and he was paid severance in the amount of $75,000 and 1,200,000 RSUs were determined to be time-vested and subject to the transaction vesting requirement under the 2018 Plan.

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

In March 2021, the Company entered into a letter agreement with Ms.

Sterling’s agreement provides for a base salary of $300,000 and an initial award of RSUs convertible into 480,045 shares of common stock, which was granted to Ms.

Sterling in July 2021.

Her agreement also provides for a severance payment equal to three months base salary if Ms.

Sterling’s employment is terminated by Core other than for Cause (as defined in her letter agreement).

See also the section below titled “ Potential Payments upon Termination or Change in Control.

Key Employee Retention Plan

On December 18, 2022, the Board approved and adopted the Core Scientific Key Employee Retention Plan (the “KERP”), which provides retention awards to certain key employees, including certain of the Company’s named executive officers.

Executive KERP amounts were paid upon adoption of the KERP, subject to possible clawback if the executive voluntarily terminates employment prior to vesting.

The KERP was formulated based upon the recommendations of the independent compensation consultant of the Compensation Committee of the Board.

The following sets forth the amount awarded under the KERP for the Company’s named executive officers, other than Mr.

Levitt who is not a participant in the KERP:

Named Executive Officer Retention Award Amount Increased Salary Amount

DuChene President and Chief Legal Officer

$ 375,000 $ 200,000

Denise Sterling Chief Financial Officer

On December 18, 2022, the Board of Directors approved and adopted the Core Scientific Key Employee Retention Plan (the “KERP”), which provides retention awards to certain key employees, including Mr.

DuChene and Ms.

DuChene’s KERP award is $375,000 and Ms.

Sterling’s KERP award is $50,000.

Such amounts were paid to Mr.

DuChene and Ms.

Sterling, respectively, upon adoption of the KERP, and are subject to possible clawback if the executive voluntarily terminates his or her employment prior to vesting.

Each KERP award will become vested upon the earlier of (a) twelve (12) months following execution of the KERP agreement and (b) the occurrence of a specified restructuring event, as defined in the KERP.

DuChene or Ms.

Sterling is terminated for “cause” or voluntarily terminates his or her employment with the Company without “good reason” (each as defined in the KERP) prior to the award becoming vested, he or she will forfeit his or her respective award and must repay the Company the gross (pre-tax) amount of such award.

DuChene’s and Ms.

Sterling’s KERP awards vested on January 23, 2024.

Other Compensation and Benefits

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employees with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually.

Eligible employees are able to defer eligible compensation up to certain limits under the Internal Revenue Code of 1986 (the “Code”), which are updated annually.

We have the ability to make matching and discretionary contributions to the 401(k) plan.

Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan.

The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986 (the “Code”), with the related trust intended to be tax exempt under Section 501(a) of the Code.

The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the related trust intended to be tax exempt under Section 501(a) of the Code.

As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by Legacy Core during the fiscal years ended December 31, 2021 and 2022.

Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Potential Payments upon Termination or Change in Control

Legacy Core has entered into certain agreements with Messrs.

Levitt and DuChene that will require Core to provide compensation to such named executive officers in the event of a termination of employment of Core.

Pursuant to Mr.

Levitt’s employment agreement, in the event Mr.

Levitt’s employment is terminated by Core without cause, by Mr.

Levitt for good reason, by either party after a change in control, or as a result of a non-renewal by the Company (in each case as such terms are defined in the employment agreement), Mr.

Levitt is entitled to the following severance benefits, subject to his execution and non-revocation of a general release of claims:

(i) base salary continuation for twelve months, (ii) bonus, if any, for the year in which the termination occurs in an amount equal to the target bonus amount approved by the Board, and (iii) if he timely elects coverage under COBRA, a cash payment equal to the full premium for actively employed executives of Core with the same level of coverage for twelve months following the date of termination.

Levitt’s employment agreement contains covenants regarding non-competition with Core and non-solicitation of Core’s customers and employees, in each case for a period of one year following any termination of employment.

In addition, in the event Mr.

Levitt’s employment is terminated as a result of death or “disability” (as defined in his agreement), or by Core without “cause” or for “good reason”, then all of the equity awards granted to Mr.

Levitt during the term of his employment will become fully vested and exercisable as of the date of his termination.

Pursuant to the letter agreements entered into with each of Mr.

DuChene and Ms.

Sterling, in the event either of Mr DuChene’s or Ms.

Sterling’s employment is terminated without “cause” (as defined in each officer’s letter agreement), then subject to such officer’s execution and non-revocation of a general release of claims, such officer is entitled to three months of base salary.

Separation Agreement with Former Chief Financial Officer

On April 4, 2022, Mr.

Trzupek notified the Board of the Company of his decision to resign from his position, effective immediately.

On April 19, 2022, the Company and Mr.

Trzupek reached an agreement regarding Mr.

Trzupek’s separation from the Company (the “Separation Agreement”), effective May 6, 2022 (the “Separation Date”).

Pursuant to the Separation Agreement, in exchange for certain releases of claims, Mr.

Trzupek’s agreement to transition his responsibilities and duties to other Company personnel, and certain additional covenants related to cooperation and competitive activity, the Company provided cash severance benefits to Mr.

Trzupek of $75,000, representing three months of base salary, paid in a single lump sum less any required taxes and other withholding amounts.

He was also entitled to any accrued but unpaid compensation for the period prior to the Separation Date.

In addition, Mr.

Trzupek was deemed to have time vested in 1,200,000 of his outstanding restricted stock units, as detailed in the award agreements assumed by XPDI.

The Company has entered into certain agreements that will require Core to provide compensation to our named executive officers in the event of their termination of employment by Core.

In the event of a termination of employment without “cause” (as defined in their respective offer letter), and subject to the delivery to Core of a general release of claims, each of Messrs.

Sullivan and DuChene and Ms.

Sterling is entitled to three months of base salary.

Clawback Policy

We have adopted a clawback policy as required by the final Dodd-Frank Wall Street Reform and Consumer Protection Act and exchange listing standards.

Our policy requires recoupment of excess incentive compensation paid to our executive officers if amounts were based on material noncompliance with any financial reporting requirement that causes an accounting restatement, without regard to any fault or misconduct.

Separation Agreement with Former Chief Executive Officer

On August 2, 2023, Mr.

Levitt resigned from his role as Chief Executive Officer of the Company, effective as of August 2, 2023.

The Company and Mr.

Levitt entered into an agreement regarding Mr.

Levitt’s separation from the Company (the “Separation Agreement”).

Pursuant to the Separation Agreement, the Company and Mr.

Levitt agreed that (i) Mr.

Levitt would assume the role of Executive Chairman of the Board of Directors of the Company at his then-current annual base salary rate of $60,000 and (ii) Mr.

Levitt’s unvested restricted stock unit and stock option awards will remain outstanding and eligible to vest in accordance with their terms.

Levitt was also entitled to any accrued but unpaid compensation prior to his August 2, 2023 separation date.

Outstanding Equity Awards at Fiscal Year-End of 2023

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Name Grant Date Vesting Commencement Date Number of Shares or Units of Stock that Have Not Vested or Not Exercisable (#) Market Value of Shares or Units of Stock that Have Not Vested($)(2)

Michael Levitt July 2, 2021 July 2, 2021 10,080,963 (3) 806,477

January 19, 2022 June 10, 2022 4,880,466 (3) 390,437

January 19, 2022 June 10, 2022 8,000,764 (4) —

Michael Levitt(3)

July 2, 2021 July 2, 2021 6,720,642 (4)

January 19, 2022 January 19, 2022 3,660,349 (4)

January 19, 2022 January 19, 2022 6,000,573 (5)

August 15, 2022 August 15, 2022 2,100,000 (4)

DuChene March 6, 2019 March 6, 2019 133,330 (5) 10,666

June 12, 2020 June 12, 2020 200,018 (3) 16,001

DuChene June 12, 2020 June 12, 2020 100,008 (4)

February 2, 2021 January 1, 2021 200,018 (4)

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August 15, 2022 August 15, 2022 750,000 (4)

Darin Feinstein January 19, 2022 June 10, 2022 8,000,764 (4) —

Michael Trzupek October 1, 2020 September 21, 2020 — —

July 9, 2021 June 9, 2021 — —

(1) Stock awards listed in this table and granted on or prior to January 19, 2022, the date on which the Business Combination was consummated represent RSUs and stock options (as indicated) granted pursuant to the 2018 Plan.

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(2) Based on the closing price per share of Core common stock of $1.45 as of December 29, 2023, as reported on the OTCBB.

Levitt resigned from his role as Chief Executive Officer effective August 2, 2023, and assumed the role of Executive Chairman of the Board of Directors of the Company.

Levitt’s unvested RSUs and stock options were terminated in accordance with the terms of the Plan of Reorganization.

(4) One fourth of these RSUs vest on each of the first four anniversaries of the vesting commencement date, provided that the recipient remains in continuous service with us through each vesting date.

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The original grant on January 19, 2022, was for 5,000,000 stock options having an exercise price of $16.24 per share exercisable 25% on each of the first four anniversaries of the vesting commencement date in connection with the Business Combination.

As a result of the Business Combination, each stock option was converted into an option to purchase shares New Core Common Stock based on an

exchange ratio of 1.6001528688 , increasing this grant to 8,000,764 stock options at a price of $10.15 with the same vesting schedule.

(5) One fourth of these RSUs vest on the one-year anniversary of the vesting commencement date and 1/36 of the remaining RSUs vest monthly thereafter, provided that the recipient remains in continuous service with us through each vesting date.

As a result of the Business Combination, each stock option was converted into an option to purchase shares New Core Common Stock based on an exchange ratio of 1.6001528688, increasing this grant to 8,000,764 stock options at a price of $10.15 with the same vesting schedule.

2023 Compensation of Non-Employee Directors

The following table provides information regarding compensation earned by non-employee directors who served during the year ended December 31, 2022.

The following table provides information regarding compensation earned by non-employee directors who served during the fiscal year ended December 31, 2023, none of whom are currently directors of the Company having been removed as directors as of January 23, 2024, as a result of the Company’s Plan of Reorganization.

Name Fees Earned or Paid in Cash($) Stock Awards ($)(1) Total($)

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Matt Minnis 400,000 — 400,000

Goldman(2) 70,000 — 70,000

Stacie Olivares(3) 191,855 — 191,855

(1) The amount reported represents the aggregate grant date fair value of the RSUs granted during the fiscal year ended December 31, 2022 under the 2021 Plan, computed in accordance with ASC Topic 718.

Assumptions used in the calculation of these amounts are included in the notes to the Company’s audited consolidated financial statements included in this Annual Report on Form 10-K.

These amounts do not reflect the actual economic value that may be realized by the non-employee director.

455,000 — 455,000

(1) No RSUs were granted to any non-employee director during the fiscal year ended December 31, 2023, under the 2021 Plan.

As of December 31, 2023, Mr.

Youngblood holds 400,038 RSUs.

Youngblood’s RSUs vest 25% per year in each of January 2023, 2024, 2025 and 2026.

Hollingsworth holds 811,917 restricted stock awards (“RSAs”) and 400,038 RSUs (collectively “RSUs”).

Youngblood held 400,038 RSUs, of which 100,010 RSUs were vested.

Youngblood’s remaining RSUs vest 25% per year in each of January 2024, 2025 and 2026.

As of December 31, 2023, Mr.

Hollingsworth held 405,959 restricted stock awards (“RSAs”) and 300,028 RSUs (collectively “RSUs”).

100,010 of Mr.

Hollingsworth RSUs are currently vested.

The remaining RSUs vest 25% per year in each of January 2022, 2023, 2024 and 2025.

Hollingsworth’s RSUs were vested as of December 31, 2023.

The remaining RSUs vest 25% per year in each of September 2024 and 2025.

Minnis and Goldman do not currently hold any RSUs.

Goldman was appointed to the board of directors of Core in October 2022.

Olivares resigned from the Board effective November 21, 2022.

Currently, each non-employee director is eligible to receive annual cash retainers for their service on our Board and committees as follows.

An eligible director may make a timely election to receive all or a portion of his or her annual cash retainer in the form of shares of common stock.

In addition, we reimburse reasonable expenses incurred by our non-employee directors in connection with attendance at Board or committee meetings.

All unvested equity awards held by the non-employee directors at the Company’s emergence from Chapter 11 were cancelled pursuant to the Company’s Plan of Reorganization.

During fiscal year 2023, no RSUs were granted to any non-employee director, and non-employee director compensation was as follows:

Annual Board Service Retainer :

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Chair of the Compensation Committee:

Chair of the Corporate Governance and Nominating Committee:

Chair of the Nominating and Corporate Governance Committee:

Chair of the Special Committee:

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Member of the Nominating and Corporate Governance Committee:

Chair of the Special Committee:

During 2022, each non-employee director who was first elected or appointed to the Board following the Business Combination (other than Mr.

Goldman and Mr.

Minnis), on the date of such director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the director was automatically, and without further action by the Board or the Compensation Committee of the Board, granted RSUs with respect to shares of common stock with an aggregate Fair Market Value (as defined in the Incentive Plan) as of the grant date equal to $500,000 (the “Initial RSU Grant”).

The Initial RSU Grant will vest over a four-year period, with one-fourth of the Initial RSU Grant vesting on each anniversary of the grant date, such that the Initial RSU Grant is fully vested on the fourth anniversary of the date of grant, subject to the director’s Continuous Service (a defined in the Incentive Plan) through each such vesting date.

Non-Employee Director Compensation Limit

The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid to such non-employee director, will not exceed (1) $750,000 in total value or (2) if such non-employee director is first appointed or elected to Core’s Board during such calendar year, $1,000,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes and excluding distributions from a deferred compensation program.

For fiscal year 2024, each non-employee director is eligible to receive an annual grant of RSUs having a fair market value of $150,000 and an annual cash retainer for their service on our Board of Directors and committees as follows.

In addition, we reimburse reasonable expenses incurred by our non-employee directors in connection with attendance at Board of Directors or committee meetings.

Annual Board Service Retainer :

All Eligible Directors:

Chair of the Board:

Annual Committee Chair Service Retainer :

Chair of the Audit Committee:

Chair of the Compensation Committee:

Chair of the Nominating and Corporate Governance Committee:

Limitation on Increases in Non-Employee Director Compensation

Directors are entitled to compensation for their services on the Board of Directors or any committee thereof as may be approved by the Board of Directors, or a committee thereof to which the Board of Directors has delegated such responsibility and authority, including, if so approved, by resolutions of the Board of Directors or a committee thereof to which the Board of Directors has delegated such responsibility and authority, including, without limitation, a fixed sum and reimbursement of expenses incurred, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors, as well as reimbursement for other reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof;

provided that prior to the four year anniversary of the Effective Date, (i) any increases in cash compensation in the aggregate of more than twenty-five percent (25.0%) of the cash compensation as of the effective date of the Plan of Reorganization shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class and (ii) any increases in equity compensation shall require the affirmative vote of at least two Class 3 directors.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of two directors, each of whom is a non-employee director:

Youngblood (Chair) and Mr.

During 2022, none of the foregoing were an officer or employee of ours, was formerly an officer of ours or had any relationship requiring disclosure by us under Item 404 of Regulation S-K.

Our Compensation Committee currently consists of three directors, each of whom is a non-employee director:

Rozov (Chair), Mr.

Booth and Mr.

During 2023, our Compensation Committee consisted of Messrs.

Youngblood (Chair) and Minnis, neither of whom was an officer or employee of the Company, was formerly an officer of the Company or had any relationship requiring disclosure by us under Item 404 of Regulation S-K.

No interlocking relationship as described in Item 407(e)(4) of Regulation S-K exists between any of our executive officers or Compensation Committee members, on the one hand, and the executive officers or compensation committee members of any other entity, on the other hand, nor has any such interlocking relationship existed in the past.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 22, 2023 by:

The following table sets forth certain information regarding the ownership of the Company’s common stock as of February 29, 2024 by:

(i) each director and nominee for director;

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and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.

Applicable percentages are based on 373,799,959 shares outstanding on March 22, 2023, adjusted as required by rules promulgated by the SEC.

Unless otherwise noted below, the address of each stockholder below is c/o Core Scientific, Inc., 2407 S.

Congress Ave , Ste.

E-101, Austin, Texas 78704.

Applicable percentages are based on 177,595,914 shares outstanding on February 29, 2024, adjusted as required by rules promulgated by the SEC.

Unless otherwise noted below, the address of each stockholder below is c/o Core Scientific, Inc., 838 Walker Road, Suite 21-2105, Dover, Delaware 19904.

Beneficial Ownership of Common Stock(1)

Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class

Name of Beneficial Owner Amount and Nature of Beneficial Ownership(10)

Percent of Class

Directors and Named Executive Officers:

Adam Sullivan(2)

Michael Levitt(3)

Darin Feinstein 36,596,005 (3) 9.8 %

Michael Trzupek 1,200,000 (4) *

12,707,331 6.87 %

Denise Sterling(5)

DuChene 1,466,610 (6) *

Brian Neville 120,012 (7) *

Jarvis Hollingsworth 302,989 (8) *

Matt Minnis 29,111,679 (9) 7.8 %

Kneeland Youngblood 100,010 (10) *

Goldman — (11) *

Todd Becker(6)

Jeff Booth — *

Jordan Levy — *

Jarrod Patten — *

Yadin Rozov — *

Eric Weiss — *

All current directors and executive officers as a group (9 individuals)

Other 5% Stockholders

Darin Feinstein(7)

12,078,889 6.51 %

Tospring Technology Limited(8)

10,735,143 6.04 %

Matt Minnis(9)

10,624,945 5.74 %

* Less the 1%

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Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Applicable percentages are based on 373,799,959 shares outstanding on March 22, 2023, adjusted as required by rules promulgated by the SEC.

(2) Consists of (i) 210,853 shares of Core common stock held of record by Mr.

Levitt, (ii) options to purchase 2,000,191 shares of common stock at a price of $10.15 per share which are currently exercisable, (iii) 294,110 shares of Core common stock held of record by HKM Investment LLC (“HKM”), (iv) an aggregate of 2,496,146 shares of Core common stock held of record by The MJL 2012 Younger Children Trust, modified as of March 21, 2021, and The MJL 2012 Older Children Trust, modified as of March 21, 2021, (v) 3,835,366 shares of common stock held of record by The CS 1219 Trust, dated April 13, 2017, (vi) 11,236,009 shares of Core common stock held of record by The MJL Revocable Trust, modified as of June 18, 2021, (vii) 800,212 shares of Core common stock held of record by The NBL Revocable Trust, modified as of June 18, 2021 and (viii) 3,704,697 shares of Core common stock held of record by MJL Blockchain LLC (“MJL Blockchain”).

Levitt is the managing member of each of HKM and MJL Blockchain and a trustee of each of (i) The MJL 2012 Younger Children Trust, modified as of March 21, 2021, (ii) The MJL 2012 Older Children Trust, modified as of March 21, 2021, (iii) The CS 1219 Trust, dated April 13, 2017, (iv) The MJL Revocable Trust, modified as of June 18, 2021, and (v) The NBL Revocable Trust, modified as of June 18, 2021.

(3) Consists of (i) 30,483,592 shares of Core common stock held of record by Mr.

Feinstein, (ii) 974,301 shares of Core common stock held of record by Texas Blockchain 888 LLC (“Texas Blockchain”) (iii) 319,894 shares of Core common stock held of record by Red Moon 88, LLC (“Red Moon”) and (iv) 4,818,218 shares of Core common stock issuable upon exercise of options within 60 days of March 22, 2023, held by Mr.

Feinstein has pledged 20,000,000 shares to certain lenders in connection with a financing arrangement.

Feinstein is the managing member of each of Texas Blockchain and Red Moon.

The principal business address of each of Texas Blockchain and Red Moon is 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169.

(4) Represents RSUs deemed time vested at the time of his resignation and net settled in June 2022 when the transaction vesting requirement was waived.

Trzupek resigned from the Company on April 4, 2022.

(5) Represents 120,011 shares of Core common stock owned by Ms.

Sterling and 20,002 shares of common stock issuable with respect to vested RSUs not yet distributed.

Sterling was appointed as Chief Financial Officer on April 4, 2022 and Principal Accounting Officer on October 20, 2022.

Applicable percentages are based on 177,595,914 shares outstanding on February 29, 2024, adjusted as required by rules promulgated by the SEC.

(2) Represents 28,453 shares of Core common stock owned by Mr.

DuChene, 166,684 shares of common stock issuable with respect to vested RSUs not yet distributed, and 33,319 shares of common stock issuable with respect to RSUs that vest within the next 60 days.

(7) Represents RSUs deemed time vested at the time of his resignation.

Neville resigned from the Company on October 20, 2022.

(8) Represents 302,989 shares of Core common stock owned by Ms.

Hollingsworth.

(9) Consists of (i) 29,111,649 shares of Core common stock held of record by MPM Life, LLC (“MPM”).

Minnis is the managing member of MPM and is deemed to be the beneficial owner of the securities held by MPM.

(3) Based on a Schedule 13D filed with the SEC by Mr.

Levitt, represents (i) 34,702 shares of Common Stock and shares of Common Stock issuable upon the exercise of 10,502 Tranche 1 Warrants held by HKM Investments, LLC (“ HKM ”);

(ii) 122,144 shares of Common Stock and shares of Common Stock issuable upon the exercise of 220,097 Tranche 1 Warrants held by MJL 2012 Younger Children Trust, modified as of March 21, 2021 (“ Younger Children Trust ”);

(iii) 122,144 shares of Common Stock and shares of Common Stock issuable upon the exercise of 220,097 Tranche 1 Warrants held by MJL 2012 Older Children Trust, modified as of March 21, 2021 (“ Older Children Trust ”);

(iv) 632,193 shares of Common Stock and shares of Common Stock issuable upon the exercise of 971,284 Tranche 1 Warrants held by CS 1219 Trust, dated April 13, 2017 (“ CS 1219 Trust ”);

(v) 1,493,840 shares of Common Stock and shares of Common Stock issuable upon the exercise of 2,691,900 Tranche 1 Warrants held by MJL Revocable Trust, modified as of June 18, 2021 (“ MJL RV Trust ”);

(vi) 80,021 shares of Common Stock and shares of Common Stock issuable upon the exercise of 202,648 Tranche 1 Warrants held by NBL Revocable Trust, modified as of June 18, 2021 (“ NBL RV Trust ”);

and (vii) 449,645 shares of Common Stock and shares of Common Stock issuable upon the exercise of 810,232 Tranche 1 Warrants held by MJL Blockchain LLC (“ Blockchain ”).

Does not include shares issuable upon the exercise of:

(i) 1,864,217 Tranche 2 Warrants held by Mr.

(ii) 8,752 Tranche 2 Warrants held by HKM;

(iii) 183,414 Tranche 2 Warrants held by Younger Children Trust;

(iv) 183,414 Tranche 2 Warrants held by Older Children Trust;

(v) 809,405 Tranche 2 Warrants held by CS 1219 Trust;

(vi) 2,243,253 Tranche 2 Warrants held by MJL RV Trust;

and (vii) 168,874 Tranche 2 Warrants held by NBL Revocable Trust;

and (viii) 675,195 Tranche 2 Warrants held by Blockchain.

As a trustee of each of Younger Children Trust, Older Children Trust, CS 1219 Trust, MJL RV Trust, and NBL RV Trust (collectively, the “ Trusts ”), Levitt shares voting and investment authority over the shares held by the Trusts.

As the Managing Member of each of HKM and Blockchain, Levitt shares voting and investment authority over the shares held by HKM and Blockchain.

(4) Represents 247,193 shares of Core common stock owned by Mr.

DuChene and shares of Common Stock issuable upon the exercise of 557,133 Tranche 1 Warrants.

Does not include shares issuable upon the exercise of 267,301 Tranche 2 Warrants.

(5) Represents 36,385 shares of Core common stock owned by Ms.

Goldman was appointed to the board of directors of Core in October 2022.

Sterling and shares of Common Stock issuable upon the exercise of 123,696 Tranche 1 Warrants.

Does not include shares issuable upon the exercise of 103,080 Tranche 2 Warrants.

(6) Represents 4,250 shares of Core common stock owned by Mr.

Becker and shares of Common Stock issuable upon the exercise of 10,763 Tranche 1 Warrants.

Does not include shares issuable upon the exercise of 8,969 Tranche 2 Warrants.

(7) Based on a Schedule 13D filed with the SEC by Mr.

Feinstein, represents 3,901,936 shares of Common Stock and shares of Common Stock issuable upon the exercise of 7,719,787 Tranche 1 Warrants held by Darin Feinstein (“ Feinstein ”).

Includes (i) 31,989 shares of Common Stock and shares of Common Stock issuable upon the exercise of 81,011 Tranche 1 Warrants held by Red Moon 88, LLC (“ Red Moon ”) and (ii) 97,430 shares of Common Stock and shares of Common Stock issuable upon the exercise of 246,736 Tranche 1 Warrants held by Texas Blockchain 888, LLC (“ Blockchain ”).

Does not include shares issuable upon the exercise of:

(i) 6,433,166 Tranche 2 Warrants held by Feinstein;

(ii) 67,509 Tranche 2 Warrants held by Red Moon;

and (iii) 205,614 Tranche 2 Warrants.

As the Managing Member of each of Red Moon and Blockchain, Feinstein shares voting and investment authority over these shares.

(8) Based on a Schedule 13G filed with the SEC by Tospring Technology Limited, Bitmain Technologies Holding Limited, and Mr.

Ketuan Zhan on February 2, 2024.

Total holdings represent 10,735,143 shares of Core common stock held by Tospring Technology Limited, a company incorporated in Seychelles.

Tospring Technology Limited is a wholly owned subsidiary of Bitmain Technologies Holding Limited, a company incorporated in the Cayman Islands.

Bitmain Technologies Holding Limited is ultimately controlled by Mr.

The address of the principal business office of Tospring Technology Limited is Vistra Corporate Services Center, Suite 23, 1st Floor, Eden Plaza, Mahé, Seychelles.

The address of the principal business office of Bitmain Technologies Holding Limited is P.O.

Box 309, Ugland House, Grand Cayman, KY1-1104.

The address of the principal business office of Ketuan Zhan is Building 1, Courtyard 9, Fenghao East Road, Haidian District, China.

(9) Based on a Schedule 13D filed with the SEC by Mr.

Minnis, represents 3,252,594 shares of Common Stock and shares issuable upon the exercise of 7,372,351 Tranche 1 Warrants held by MPM Life LLC (“ MPM ”).

Does not include shares issuable upon the exercise of 6,143,635 Tranche 2 Warrants.

As the Managing Member of MPM, Matt Minnis (“ Minnis ”) shares voting and investment authority over these shares.

(10) Includes shares issuable upon the exercise of Tranche 1 Warrants, which entitle the holder to purchase one share of Core Common Stock at an exercise price of $6.81 per share.

Does not include shares issuable upon the exercise of Tranche 2 Warrants, as the performance criteria has not been met.

The Tranche 2 Warrants entitle the holder to purchase one share of Core Common Stock at an exercise price of $0.01 per share at any time following the time the volume weighted average price per share of Core Common Stock equals or exceeds $8.72 per share on each trading day for twenty consecutive trading days.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

The following table provides certain information with respect to all of Core equity compensation plans in effect as of December 31, 2022.

Information is included for equity compensation plans approved by Core’s shareholders.

Core does not have any equity compensation plans not approved by its shareholders.

The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2023.

Information is included for equity compensation plans approved by the Company’s shareholders.

The Company does not have any equity compensation plans not approved by its shareholders.

Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))

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Total 98,540,819 $ 6.19 51,538,000

(1) Includes shares of Company common stock issuable pursuant to outstanding awards under the 2018 Plan and the 2021 Plan.

(1) Includes shares of Company common stock issuable pursuant to outstanding awards under the 2018 Plan and the 2021 Plan adjusted for the exchange ratio effected by the Plan of Reorganization.

No rights or awards have been issued under the Core Scientific, Inc.

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(2) The weighted average exercise price is calculated based solely on outstanding stock options and does not take into account shares of common stock underlying restricted stock units, which have no exercise price.

(3) Includes the 2021 Plan and the 2021 ESPP.

Stock options or other share awards granted under the Legacy Core Plans that are forfeited, terminated, expired or repurchased do not become available for issuance under the 2021 Plan.

In accordance with the terms of the 2021 Plan and the 2021 ESPP, the total number of our shares of common stock reserved for issuance thereunder will automatically increase on January 1st of each year in an amount equal to 4.0% and 1.0%, respectively, of the total number of shares of capital stock outstanding on December 31st of the preceding year.

The number of shares of common stock available for issuance under the 2021 Plan and the 2021 ESPP is expected to be increased on January 1, 2023, pursuant to these provisions.

(3) No further awards may be granted under the Equity Plans.

As of the Effective Date of the Plan of Reorganization, all existing equity compensation plans were cancelled.

Following the Effective Date of the Plan of Reorganization, we no longer grant equity incentive awards under the Equity Plans.

The Plan of Reorganization provides for the creation of a Management Incentive Plan (the “MIP”) within ninety (90) days of the effective date authorizing the issuance pursuant to the terms of the MIP of up to ten percent (10%) of the New Common Interests on the effective date, on a fully diluted basis will be reserved for issuance as equity awards under the MIP.

The Board of Directors will adopt the MIP on or as soon as reasonably practicable after the Effective Date, but in any event no later than ninety days after the Effective Date.

The participants in the Management Incentive Plan, the timing and allocations of the awards to participants, and the other terms and conditions of such awards (including, but not limited to, vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights and transferability) shall be determined by the Board of Directors in its discretion.

Certain Relationships and Related Transactions, and Director Independence.

In March 2020, in connection with certain bridge financings, Legacy Core issued warrants to Mr.

Levitt, exercisable for 2,000,000 shares of common stock at any time for two years following the issuance.

The exercise price of the common stock issuable under such warrants is $1.34 per share.

These warrants expired on March 20, 2023.

Related Party Commercial Relationships

Executive Officers and Directors

The Company reimburses certain officers and directors of the Company for use of a personal aircraft for flights taken on Company business.

For the years ended December 31, 2022 and 2021, the Company incurred reimbursements of $1.8 million and $1.3 million, respectively.

As of December 31, 2022, $0.2 million was payable.

A nominal amount was payable at December 31, 2021.

In July 2019, Legacy Core entered into an ongoing commercial relationship with one of its customers, Gilley Enterprises, LLC (“Gilley”), where Gilley purchases hosting services from Legacy Core on an ongoing basis.

Jeff Pratt, Core’s Senior Vice President of Operations and Finance is a shareholder in Gilley.

James Cleveland, Legacy Core’s Chief Power Officer is a shareholder in Gilley.

Pursuant to the arrangement, Legacy Core is paid on average approximately $41,300 per month in hosting fees.

These arrangements were terminated as to Pratt and Cleveland in November 2022.

Gilley was terminated in March 2023.

In October 2019, Legacy Core entered into an ongoing commercial relationship with one of its customers, UnionJack LLC (“UnionJack”), where UnionJack purchases hosting services from Legacy Core on an ongoing basis.

Kevin Turner, Legacy Core’s former President and Chief Executive Officer, and a former member of Legacy Core’s board of directors, is a shareholder in UnionJack.

Matthew Bishop, a member of Legacy Core’s board of directors, serves as director of UnionJack.

In December 2020, Legacy Core entered into hosting services arrangements with a then-customer, Blockcap, before Legacy Core acquired Blockcap on July 30, 2021.

Pursuant to the arrangements, Blockcap purchased hosting services from Legacy Core.

Darin Feinstein, an owner of greater than 5% of Legacy Core’s capital stock and the Co-Chair of Legacy Core’s board of directors, held an approximately 12% equity ownership interest in Blockcap.

Kevin Turner, Legacy Core’s former President and Chief Executive Officer, and a former member of Legacy Core’s board of directors.

Matthew Minnis, a member of Core’s Board and Michael Levitt, Core’s Chief Executive Officer, Co-Chair of its Board, and a member of its Board, were shareholders in Blockcap.

James Cleveland, Core’s Chief Power Officer, Jeff Pratt, Core’s Senior Vice President of Operations and Finance, Sharon Orlopp, Core’s Chief Human Resources Officer, and Russel Cann, Core’s Chief Customer Success Officer, were each holders of options to purchase Blockcap common stock.

Pursuant to the arrangement, Legacy Core was paid on average approximately $2,000,000 per month in hosting fees.

In May 2021, Legacy Core entered into an ongoing commercial relationship with one of its customers, GEM Mining 2 LLC (“GEM 2”), where GEM 2 purchases hosting services from Legacy Core on an ongoing basis.

Russell Cann, Core’s Chief Customer Success Officer, is the Managing Member of GEM 2.

Pursuant to the arrangement, Legacy Core is paid on average approximately $76,800 per month in hosting fees.

Legacy Core/Blockcap Merger

On July 15, 2021, Legacy Core entered into an Agreement and Plan of Merger (the “Legacy Core/Blockcap merger agreement”) by and among Legacy Core, Block Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Legacy Core (“Blockcap Merger Sub”), Blockcap and Harlin Dean, solely in his capacity as the representative of the Blockcap stockholders, pursuant to which Blockcap Merger Sub merged with and into Blockcap, with Blockcap surviving the merger as a wholly owned subsidiary of Legacy Core.

This merger was consummated on July 30, 2021.

Upon consummation of the merger, Legacy Core stockholders owned approximately 66.67% of the company formed by combining Legacy Core with Blockcap and former Blockcap stockholders owned approximately 33.33% of such combined company.

In connection with the merger, Legacy Core issued an aggregate amount of 81,032,304 shares of Legacy Core common stock to Blockcap stockholders in accordance with the exchange ratio set forth in the Legacy Core/Blockcap merger agreement.

At the effective time of the merger, (i) each share of Blockcap common stock issued and outstanding as of immediately prior to the effective time of the merger (other than any dissenters’ shares, Blockcap treasury shares and Blockcap restricted shares) was automatically cancelled and extinguished and collectively converted into the right to receive a number of shares of Core common stock equal to the exchange ratio set forth in the Legacy Core/Blockcap merger agreement;

(ii) each Blockcap restricted share was converted into a right to receive restricted shares of Core common stock on the same terms and conditions (including applicable vesting conditions) as were set forth in the applicable award agreement pursuant to which such Blockcap restricted share was granted and in effect as of immediately prior to the effective time of the merger, in a number equal to the exchange ratio set forth in the Legacy Core/Blockcap merger agreement;

and (iii) each Blockcap option was assumed by Legacy Core and converted into an option to purchase shares of Legacy Core common stock on the same terms and conditions (including applicable vesting conditions) as were set forth in the applicable award agreement pursuant to which such Blockcap option was granted and in effect as of immediately prior to the effective time of the merger on terms set forth in the Legacy Core/Blockcap merger agreement.

As of the effective time of the merger, (i) Mr.

Michael Levitt, Core’s Chief Executive officer, Chairman of its Board, and a member of its board of directors, indirectly owned approximately 0.07% of Blockcap on a fully-diluted basis, and as such received consideration upon the consummation of the merger;

Matthew Minnis, a member of Core’s board of directors, indirectly owned approximately 6.17% of Blockcap on a fully-diluted basis, and as such received consideration upon the consummation of the merger.

Certain other officers of Core, Messrs.

Cleveland, Pratt, Adams, Cann, Kulyk and Ms.

Orlopp were granted options in Blockcap.

Blockcap Secured Demand Promissory Note

On June 30, 2021, Legacy Core issued a Secured Demand Promissory Note (the “Blockcap Note”), in an aggregate principal amount of $16.2 million to Blockcap for outstanding amounts owed pursuant to certain equipment invoices.

The Blockcap Note accrues interest at a rate of 10% compounded annually and was due on July 14, 2021.

On July 16, 2021, the Blockcap Note was amended to extend the maturity date to July 23, 2021.

The Blockcap Note was secured by the purchased equipment.

Darin Feinstein, an owner of greater than 5% of Core’s capital stock and the Co-Chair of Core’s Board, held an approximately 12% equity ownership interest in Blockcap.

Kevin Turner, Legacy Core’s former President and Chief Executive Officer, and a former member of Legacy Core’s board of directors, is a shareholder in Blockcap.

Matthew Minnis, a member of Core’s Board, is a shareholder in Blockcap.

Michael Levitt, a member of Core’s Board, is a shareholder in Blockcap.

James Cleveland, Core’s Chief Power Officer, is an optionholder in Blockcap.

Jeff Pratt, Core’s Senior Vice President of Operations and Finance, is an optionholder in Blockcap.

Sharon Orlopp, Core’s Chief Human Resources Officer, is an optionholder in Blockcap.

Russel Cann, Core’s Chief Revenue Officer and Managing Director of Business Development, is an optionholder in Blockcap.

Taras Kulyk, Core’s Senior Vice President of Blockchain Business Development, is an optionholder in Blockcap.

As of July 30, 2021, the total principal outstanding was approximately $32.7 million and the amount of accrued interest on the Blockcap Note was approximately $260,000.

Support Agreements

In connection with the entry into the Merger Agreement, XPDI, Legacy Core and certain Legacy Core stockholders, including holders affiliated with members of the Legacy Core board of directors and beneficial owners of greater than 5% of Legacy Core’s capital stock, entered into certain support agreements, whereby such Legacy Core stockholders agreed to, among other things, vote all of their shares of Legacy Core’s capital stock in favor of the approval and adoption of the transactions contemplated by the Merger Agreement.

Amended and Restated Registration Rights Agreement

In connection with the closing of the Business Combination, Core, the Sponsor, the former independent directors of XPDI and certain of our securityholders entered into an amended and restated registration rights agreement.

Pursuant to the agreement, we agreed that we will file with the SEC a registration statement registering the resale of certain securities held by or issuable to such holders, and we will use reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

In certain circumstances, certain holders can demand up to two underwritten offerings in any 12-month period, and certain holders are entitled to piggyback registration rights.

Indemnification Agreements

Our certificate of incorporation contains provisions limiting the liability of executive officers and directors, and our bylaws provide that we will indemnify each of our executive officers and directors to the fullest extent permitted under Delaware law.

Our charter contains provisions limiting the liability of executive officers and directors, and our bylaws provide that we will indemnify each of our executive officers and directors to the fullest extent permitted under Delaware law.

We have entered into indemnification agreements with all of our directors and executive officers.

The indemnification agreements provide that we will indemnify each of our directors, executive officers, and other key employees against any and all expenses incurred by such director, executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, our certificate of incorporation and our bylaws.

In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by its directors, executive officers, and other key employees in connection with a legal proceeding involving his or her status as a director, executive officer, or key employee.

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For a description of these equity awards, see the section titled “Executive Compensation.”

Related Person Transactions Policy Following the Business Combination

Related Person Transactions Policy

We have adopted a written related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of the policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

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A related person is any officer, director, nominee to become a director, employee or a holder of more than 5% of any class of our voting securities (including the common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the audit committee (or, where review by the audit committee would be inappropriate, to another independent body of the board) for review.

transaction to the Audit Committee (or, where review by the Audit Committee would be inappropriate, to another independent body of the Board of Directors) for review.

To identify related person transactions in advance, we will rely on information supplied by our officers, directors and certain significant stockholders.

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Director Independence

As previously discussed, our common stock was delisted from Nasdaq and is currently traded on the OTC Pink Sheets market

maintained by the OTC Market Group, Inc.

The Company continues to use the definition of director independence promulgated under

the Nasdaq listing standards.

As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors.

The Board consults with its counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following four directors are independent directors within the meaning of the applicable Nasdaq listing standards:

Hollingsworth, Mr.

Minnis and Mr.

In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Levitt and Mr.

Feinstein are employed by us and are therefore not independent under Nasdaq listing standards.

The Board of Directors consults with its counsel to ensure that the Board of Directors’ determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board of Directors has affirmatively determined that the following six directors are independent directors within the meaning of the applicable Nasdaq listing standards:

Rozov and Mr.

In making this determination, the Board of Directors found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Sullivan is employed by us and is therefore not independent under Nasdaq listing standards.

Principal Accountant Fees and Services.

Change in Auditor

In connection with the Business Combination, on January 21, 2022, the Audit Committee of the Company’s Board of Directors approved the dismissal of Marcum LLP (“Marcum”) as the independent registered public accounting firm of the Company, effective upon completion of Marcum’s audit of XPDI’s consolidated financial statements as of and for the year ended December 31, 2021, and the issuance of their report thereon (the “Auditor Change Effective Date”).

The management communicated the Audit Committee’s decision to Marcum on January 21, 2022.

At the same meeting, the Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as the independent registered public accounting firm of the Company, effective upon the Auditor Change Effective Date.

EY previously served as the independent registered public accounting firm of Legacy Core prior to the Business Combination.

On October 24, 2022, the Audit Committee approved the engagement of Marcum as its independent registered public accounting firm for the fiscal year ending December 31, 2022, subject to Marcum’s completion of their client acceptance procedures.

At the same meeting, the Audit Committee approved the dismissal of EY as independent registered public accounting firm of the Company effective November 22, 2022, the date of the filing of our quarterly report on Form 10-Q for the quarter ending September 30, 2022.

After completion of their client acceptance procedures on November, 22, 2022, Marcum was formally appointed the independent registered public accounting firm of the Company on November 23, 2023

The following table represents aggregate fees billed to Core for the fiscal year ended December 31, 2023, and billed to XPDI for the fiscal year ended December 31, 2022 by Marcum (in thousands):

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Audit Fees(1) (2)

$ 1,135 $ 1,174

Audit-Related Fees(3)

Tax Fees(4) — —

All Other Fees (3)

Total Fees $ 1,135 $ 1,174

(1) For the year ended December 31, 2022, audit fees consisted of fees incurred for services rendered in the annual audit of the Company’s consolidated financial statements, along with $90,000 of audit services provided to XPDI prior to the Merger.

(2) For the year ended December 31, 2021, audit fees consisted of fees incurred for services rendered to XPDI in connection with the annual audit of XPDI’s consolidated financial statements the review of its quarterly condensed consolidated financial statements.

The audit fees also include fees for professional services provided in connection with XPDI’s initial public offering, incurred during the fiscal year ended December 31, 2021, including consents and review of documents filed with the SEC.

(3) Audit-related fees consist of fees related to transaction advisory services provided to XPDI in connection with the merger with Core Scientific.

(1) For the year ended December 31, 2023, audit fees consisted of fees incurred for services rendered in the annual audit of the Company’s consolidated financial statements and in the reviews of our quarterly consolidated financial statements.

(2) For the year ended December 31, 2022, audit fees consisted of fees incurred for services rendered in the annual audit of the Company’s consolidated financial statements, along with $90,000 of audit services provided to XPDI prior to the Business Combination.

(3) We did not incur any audit-related, tax or other fees with Marcum for the years ended December 31, 2023 or 2022.

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There were no services that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit).

The following table sets forth the fees billed by EY for audit and other services rendered (in thousands):

The following table sets forth the fees billed by EY for audit and other services rendered as our principal accountants during 2022 (in thousands):

Year Ended December 31,

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(2) Audit-related fees consist of fees incurred for consultation regarding financial accounting and reporting matters.

(3) Tax fees for 2021 consist of tax advice and tax planning services.

(3) Tax fees consist of tax advice and tax planning services.

(4) All other fees consist primarily of the cost of our subscription to an accounting research tool provided by EY.

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The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Prior to the Business Combination, all of the services listed in the table above provided by Marcum were pre-approved by XPDI in accordance with its policies then in effect.

Following the Business Combination, all of the services listed in the table above provided by EY were pre-approved by Core’s Audit Committee.

Core’s Audit Committee has determined that the rendering of services other than audit services by EY is compatible with maintaining the principal accountant’s independence.

Exhibits and Financial Statement Schedules.

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001-40046), filed with the SEC on December 30, 2021).

3.1 Second Amended and Restated Certificate of Incorporation of Core Scientific, Inc.

(incorporated by reference to Exhibit 3.1 to the Company ’s Current Report on Form 8-K (File No.

Confirmation Order, dated January 16, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on January 17, 2024).

3.2 Amended and Restated Bylaws of Core Scientific, Inc.

(incorporated by reference to Exhibit 3.

2 to the Company ’s Current Report on Form 8-K (File No.

3.1 Third Amended and Restated Certificate of Incorporation of Core Scientific, Inc., dated January 23, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024) .

4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 22, 2021).

4.2 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 22, 2021).

4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 22, 2021).

3.2 Second Amended and Restated Bylaws of Core Scientific, Inc., dated January 23, 2024 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024).

Exhibit Description

4.4 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2022).

4.5 Assignment, Assumption and Amendment Agreement, by and among Power & Digital Infrastructure Acquisition Corp., Core Scientific Holding Co., Continental Stock Transfer & Trust Company, Computershare Inc.

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(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2022).

4.6 F orm of Bridge Promissory Note, by, between the Company and B.

4.6 Form of Bridge Promissory Note, by, between the Company and B.

Riley Commercial Capital, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046) for the period ended March 31, 2022 filed with the SEC on May 13, 2022).

4.7 F orm of Bridge Promissory Note, by, and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 4.

2 to the Company’s Quarterly Report on Form 10-Q (File No.

4.7 Form of Bridge Promissory Note, by, and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046) for the period ended March 31, 2022 filed with the SEC on May 13, 2022).

4.8 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company ’s Current R eport on Form 8-K (File No.

4.8 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company ’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on February 12, 2021).

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001-40046), filed with the SEC on March 30, 2022).

4.16†† Secured Convertible Notes Indenture, dated as of January 23, 2024, by and among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024).

4.17†† Secured Notes Indenture, dated as of January 23, 2024, by and among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024) .

4.18 Warrant Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as Warrant Agent (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024).

10.1 Sponsor Agreement, dated as of July 20, 2021, among Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on July 21, 2021).

10.2 Form of Support Agreement (incorporated by reference to Exhibit 10.

2 to the Company ’s Current Report on Form 8-K (File No.

Exhibit Description

10.2 Form of Support Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on July 21, 2021).

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001-40046), filed with the SEC on February 12, 2021).

Exhibit Description

10.5 Amended and Restated Registration Rights Agreement by and among Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC, Core Scientific Holding Co., and other parties thereto, dated January 19, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

3 unchanged sentences

10.7# Core Scientific, Inc.

(f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.

13 to the Company ’s Registration Statement on Form S- 4 (File No.

(f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.8# First Amendment to Core Scientific, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.

21 to the Company ’s Registration St atement on Form S-4 (File No.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

26 unchanged sentences

001-40046), filed with the SEC on January 24, 2022).

10.18# Letter Agreement by and between Michael Trzupek and Core Scientific, Inc., dated September 14, 2020 (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

Exhibit Description

10.19# Letter Agreement by and between Todd DuChene and Core Scientific, Inc., dated December 15, 2018 (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-4 (File No.

3 unchanged sentences

333-258720), filed with the SEC on November 19, 2021).

Exhibit Description

10.21# Employment Agreement by and between Darin Feinstein and Core Scientific Holding Co., dated October 10, 2021 (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No.

19 unchanged sentences

and the Tennessee Valley Authority, dated April 28, 2020 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.34 Form of Sales and Purchase Agreement by and between Core Scientific and Bitmain Technologies Limited and affiliates (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

Exhibit Description

10.35††++ Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and B.

1 unchanged sentence

001-40046), for the period ended June 30, 2022 filed with the SEC on August 22, 2022).

Exhibit Description

10.36††++ Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

15 unchanged sentences

001-40046), filed with the SEC on July 21, 2022).

Commitment Letter, dated as of January 29, 2023, by and between Core Scientific, Inc.

Riley Commercial Capital LLC (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K (File No.:

001-40046), filed with the SEC on February 7, 2023).

Replacement DIP Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046), filed with the SEC on March 2, 2023).

First Amendment to Replacement DIP Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046), filed with the SEC on July 6, 2023).

Resignation of Michael Levitt from his role as Chief Executive Office and appointment of Adam Sullivan to serve as interim Chief Executive Officer, as filed in the Company's Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on August 7 , 2023 .

Purchase and Sale Agreement, by and between Core Scientific Operating Company and Celsius Mining LLC, date (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on September 20, 2023).

Agreement in principle with the Ad Hoc Noteholder Group and the Equity Committee regarding the terms of a chapter 11 plan of reorganization, subject to the finalization of the Debtors’ Third Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc.

and its Debtor Affiliates, as filed in the Company’s Current Report of From 8-K (File No.:

001-40046) filed with the SEC on October 30, 2023 .

10.49†† Restructuring Support Agreement, dated November 16, 2023, by and among the Debtors, the Consenting Creditors and the Equity Committee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on November 22, 2023).

Exhibit Description

Backstop Commitment Letter, dated November 16, 2023, by and among the Company and the Commitment Parties (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on November 22, 2023).

Asset Purchase Agreement, dated as of September 5, 2023, by and between Bitmain and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024).

Amendment to Asset Purchase Agreement, dated as of November 6, 2023 by and between Bitmain and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024).

10.53†† Exit Credit Agreement, dated as of January 23, 2024, by and the Company, as borrower, the guarantors named therein, the lenders party (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024) .

10.54†† Equipment Loan and Security Agreement, dated as of January 23, 2024, by and between Blockfi Lending LLC, as lender, and the Company (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024) .

10.55†† Equipment Loan and Security Agreement, dated as of January 23, 2024, by and between Stonebriar Commercial Finance LLC, as lender (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024).

10.56 Contingent Value Rights Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January 25, 2024).

Letter Agreement by and between Adam Sullivan and Core Scientific Holding Co ., dated April 5, 2023 .

16.1 Letter regarding Change in Certifying Accountant, dated as of October 28, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

2 unchanged sentences

001-40046) filed with the SEC on November 23, 2022.

21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2022).

List of Subsidiaries

23.1* Consent of Marcum LLP

8 unchanged sentences

furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy on Recoupment of Incentive Compensation

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document.

Exhibit Description

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

Exhibit Description

101.LAB XBRL Taxonomy Extension Label Linkbase Document

10 unchanged sentences

Core Scientific, Inc.

/s/ Michael Levitt

Michael Levitt

/s/ Adam Sullivan

Adam Sullivan

Chief Executive Officer

April 3, 2023

March 12, 2024

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Position Date

/s/ Michael Levitt

Chief Executive Officer and Director (Co-Chairman)

/s/ Adam Sullivan

Chief Executive Officer and Director

( Principal Executive Officer )

April 3, 2023

Michael Levitt

March 12, 2024

Adam Sullivan

/s/ Denise Sterling

1 unchanged sentence

( Principal Accounting and Financial Officer )

April 3, 2023

March 12, 2024

Denise Sterling

/s/ Darin Feinstein

Executive Vice President, Corporate Strategy and Director (Co-Chairman) April 3, 2023

Darin Feinstein

Director April 3, 2023

/s/ Jarvis Hollingsworth

Director April 3, 2023

Jarvis Hollingsworth

/s/ Matt Minnis

Director April 3, 2023

/s/ Kneeland Youngblood

Director April 3, 2023

Kneeland Youngblood

/s/ Todd Becker

Director March 12, 2024

/s/ Jeff Booth

Director March 12, 2024

/s/ Jordan Levy

Director March 12, 2024

/s/ Jarrod Patten

Director March 12, 2024

Jarrod Patten

/s/ Yadin Rozov

Director March 12, 2024

/s/ Eric Weiss

Director March 12, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures