What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-03-13 · 119 added, 769 removed, 232 unchanged (79% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) prior to the filing of this annual report.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, certain of our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, our management used the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO Framework.

Based upon this evaluation and as discussed within this Annual Report, our management has concluded that, as of December 31, 2023, our internal control over financial reporting was not effective based on these criteria.

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 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 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.

Appropriate segregation of duties was also not maintained at all times during the year.

With the oversight of our senior management and Audit Committee, we have instituted plans to remediate the material weakness and will continue to take remediation steps, including hiring additional key supporting accounting personnel with public company reporting and accounting operations experience.

In addition, we are formalizing inter-departmental communication, including establishing appropriate standing and ad hoc committees, and enhancing electronic document storage for key financial transactions.

We believe the measures described above will remediate the material weaknesses identified and strengthen our internal control.

This Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm regarding internal control over financial reporting due to a transition period established by rules of the SEC for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting consists of policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO Framework").

Based on our management’s evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report included below.

Remediation of Prior Year Material Weaknesses

At December 31, 2023, the Company disclosed material weaknesses related to management’s inability to design and implement program change management controls for certain financially relevant systems, related to user access provisioning controls over appropriate segregation of duties and related to controls to ensure transactions were recorded timely and in accordance with GAAP.

Throughout 2024, management executed the following actions to fully remediate the prior year material weaknesses:

improved IT application-specific and general controls to manage access and program changes across our key systems;

increased the depth, experience and communication within our accounting and finance organization;

enhanced the design, coordination and documentation of controls over transactions, financial reporting, and inputs into period-end disclosures;

updated internal reporting procedures, including enhancing the analytical procedures used to assess period-end balances, to add depth to our review process and improve our segregation of duties.

To support our conclusion, management designed processes and controls in support of these remediation activities that were implemented and tested throughout the year and determined to be effective.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there was no change in Core Scientific, Inc.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 continue to improve our internal control over financial reporting, primarily through:

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

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

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

• implementing additional internal reporting procedures, including enhancing the analytical procedures used to assess

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.

During the year ended December 31, 2024, except for the remediation actions described above, there was no change in Core Scientific, Inc.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Controls

2 unchanged sentences

Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

To the Stockholders and Board of Directors of

Core Scientific, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Core Scientific Inc.'s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in contingently redeemable convertible preferred stock and stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes of the Company (collectively referred to as the “financial statements”), and our report dated February 26, 2025 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control over Financial Reporting”.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

Los Angeles, CA

February 26, 2025

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.

2025 Annual Meeting

The Company has set May 12, 2025 as the date for its 2025 annual meeting of stockholders (the “Annual Meeting”).

In accordance with the requirements set forth in our Second Amended and Restated Bylaws (the “Bylaws”), any stockholder seeking to raise a proposal or to make a nomination for consideration at the Annual Meeting must comply with the requirements set forth in our Bylaws, including by delivering a notice of their proposal or nomination to the Company’s Secretary at 838 Walker Road, Suite 21-2105, Dover, Delaware 19904, no later than March 8, 2025.

In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide in their notice any additional information required by Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended.

Trading Arrangements

During the year ended December 31, 2024, 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

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

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 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

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.

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 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.

Prior to joining FLIR, Mr.

DuChene served as Executive Vice President, General Counsel and Secretary of Nuance Communications, Inc., a leading provider of speech recognition and related technology to enterprise, healthcare and mobile and consumer customers from October 2011 to September 2014.

Previously, Mr.

DuChene served as Senior Vice President, General Counsel and Secretary of National Semiconductor Corporation from January 2008 to October 2011, prior to its acquisition by Texas Instruments Inc.

In addition, Mr.

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

DuChene holds a B.A.

in Political Science from The College of Wooster and a J.D.

from the University of Michigan Law School.

Denise Sterling.

Sterling has served as our Executive Vice President, Chief Financial Officer since April 2022.

In October 2022, Ms.

Sterling was appointed as Principal Accounting Officer.

Sterling previously served as the Company’s Senior Vice President of Finance from May 2021 to April 2022.

Before joining the Company, Ms.

Sterling worked for Oportun, a Nasdaq-listed financial services company that leverages its digital platform to provide responsible consumer credit to hardworking people, as Senior Vice President of FP&A and Finance from June 2018 to May 2021.

Sterling served in various tax and finance roles for Visa from 1995 to 2018, including as Senior Vice President of the Global Risk Management team from November 2016 to June 2018.

Sterling holds a bachelor’s degree in accounting from San Francisco State University and a master’s degree in tax from Golden Gate University.

She is a Certified Public Accountant.

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.

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.

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.

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.

There is no arrangement or understanding between any of our directors or nominees and any other person or persons pursuant to which he or she is to be selected as a director or nominee.

There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Delinquent Section 16(a) Reports

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 2023, all transactions were reported on a timely basis.

Board Diversity

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

Female Male Non-Binary Did Not Disclose Gender

Gender Identity

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

Board Leadership Structure

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 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 of Directors has three standing committees:

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

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

Copies of the standing committee charters are available on the investor relations page of our website, https://investors.corescientific.com, by clicking on the “Governance” tab.

The information on our website is not part of this Annual Report on Form 10-K and is not deemed incorporated by reference into this Annual Report on Form 10-K or any other public filing made with the SEC.

The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 31, 2024 pursuant to Regulation 14A (the “2025 Proxy Statement”).

For the relevant information within the 2025 Proxy Statement, see information included under the principal headings “Information Regarding Director Nominees and Directors”;

“Executive Officers”;

“Section 16(a) Beneficial Ownership Reporting Compliance”;

and the sub-headings “Code of Business Conduct and Ethics”;

“Audit Committee”;

The Audit Committee is currently composed of three members:

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 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 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 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;

• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviewing related person transactions;

• obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

• approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

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:

• reviewing and approving the compensation of the chief executive officer, other executive officers and senior management;

• administering the equity incentive plans and other benefit programs;

• reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management;

• reviewing and establishing general policies relating to compensation and benefits of the employees.

Compensation Committee Processes and Procedure

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary.

The Compensation Committee also acts periodically by unanimous written consent in lieu of a formal meeting.

The agenda for each meeting is usually developed by the chair of the Compensation Committee, in consultation with our Chief Executive Officer and Chief Legal Officer.

The Compensation Committee meets regularly in executive session.

However, from time to time, the Compensation Committee may invite various members of management and other employees as well as outside advisors or consultants to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings.

The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation.

The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company.

In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.

The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Committee.

In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC, that bear upon the adviser’s independence;

however, there is no requirement that any adviser be independent.

Nominating and Corporate Governance Committee

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

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 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 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;

and the ability to serve for at least three years before reaching the age of 75.

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.

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.

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 of Directors and its committees.

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 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 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 of Directors.

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 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.

Stockholder Communications with the Board of Directors

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 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

We have adopted a code of conduct (the “Code of Conduct”) applicable to all employees, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Conduct is available under the Governance section of our website at https://investors.corescientific.com.

If we make any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Hedging Policy

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.

and “ Insider Trading and Hedging Policy ” under the principal heading “Corporate Governance and Related Matters.”

Executive Compensation

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.

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) 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

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

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

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 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.

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.

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

(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 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 2023 Base Salary($)

Fiscal Year 2022 Base Salary($)

Adam Sullivan (1)

Michael Levitt(2)

60,000 60,000

500,000 300,000

Denise Sterling(4)

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

Our compensation program does not generally provide for cash bonus payments to any executive officer.

For the fiscal years ended December 31, 2023 and 2022, executive officers were not eligible to receive performance-based cash bonuses.

Equity-Based Incentive Awards

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 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, (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.

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

Levitt, pursuant to which Mr.

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 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 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 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 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

All of our named executive officers are eligible to participate in our employee benefit plans, including medical, dental, vision, life and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees.

We generally do not provide perquisites or personal benefits to the named executive officers.

We maintain a 401(k) plan that provides eligible U.S.

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

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 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.

Potential Payments upon Termination or Change in Control

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

The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2023.

Stock Awards(1)

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

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

July 9, 2021 June 24, 2021 400,038 (4)

August 15, 2022 August 15, 2022 900,000 (4)

Denise Sterling July 9, 2021 May 10, 2021 240,023 (4)

January 18, 2022 January 18, 2022 60,005 (4)

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

(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.

Stock Awards granted after January 19, 2022, represent RSUs and other awards granted pursuant to the 2021 Plan.

(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.

(5) Represents the unvested stock options from a grant of 8,000,573 granted on January 19, 2022.

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.

2023 Compensation of Non-Employee Directors

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($)

Kneeland Youngblood 405,117 — 405,117

Jarvis Hollingsworth 486,250 177,855 664,105

Matt Minnis 400,000 — 400,000

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 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’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.

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 :

All Eligible Directors:

Lead Director:

Annual Committee Chair Service Retainer :

Chair of the Audit Committee:

Chair of the Compensation Committee:

Chair of the Nominating and Corporate Governance Committee:

Chair of the Special Committee:

Annual Committee Member Service Retainer (not applicable to Committee Chairs) :

Member of the Audit Committee:

Member of the Compensation Committee:

Member of the Nominating and Corporate Governance Committee:

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 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.

The information required by this Item is incorporated by reference to the 2025 Proxy Statement under the principal headings “Compensation Discussion and Analysis”;

“Report of the Compensation Committee of the Board of Directors”;

“Executive Compensation”;

“Non-Employee Director Compensation”;

“Pay versus Performance”;

and the sub-heading “Compensation Committee Interlocks and Insider Participation” under the principal heading “Corporate Governance and Related Matters.”

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 February 29, 2024 by:

(i) each director and nominee for director;

(ii) each of the executive officers named in the Summary Compensation Table;

(iii) all current executive officers and directors of the Company as a group;

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 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(10)

Percent of Class

Directors and Named Executive Officers:

Adam Sullivan(2)

Michael Levitt(3)

12,707,331 6.87 %

Denise Sterling(5)

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%

(1) This table is based upon information supplied by officers, directors and principal shareholders and Schedules 13D and 13G and Forms 3 and 4 filed with the SEC.

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 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.

(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.

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 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))

Equity compensation plans approved by security holders 98,540,819 (1) $ 6.19 (2) 51,538,000 (3)

Equity compensation plans not approved by security holders — — —

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 adjusted for the exchange ratio effected by the Plan of Reorganization.

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

Employee Stock Purchase Plan (“2021 ESPP”).

(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) 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.

The information required by this Item is incorporated by reference to the 2025 Proxy Statement under the principal headings “Securities Authorized for Issuance under Equity Compensation Plans”;

“Security Ownership of Certain Beneficial Owners and Management”;

and, with respect to the narrative description of the 2024 Stock Incentive Plan, the sub-heading “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” under the principal heading “Compensation Discussion and Analysis.”.

Certain Relationships and Related Transactions, and Director Independence.

Indemnification Agreements

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 charter 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.

Other Related Party Transactions

We have entered into employment agreements with our executive officers.

For more information regarding employment agreements with our named executive officers, see the section titled “Executive Compensation—Employment Agreements with Named Executive Officers.”

We have also granted restricted stock units to our executive officers and directors.

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

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.

Transactions involving compensation for services provided to us as an employee, consultant or director will not be considered related person transactions under this policy.

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 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.

In considering related person transactions, the Audit Committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

• the risks, costs, and benefits to us;

• the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

• the terms of the transaction;

• the availability of other sources for comparable services or products;

• the terms available to or from, as the case may be, unrelated third parties.

The Audit Committee will approve only those transactions that it determines are fair to us and in our best interests.

All of the transactions described above were entered into prior to the adoption of such policy.

Director Independence

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 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.

The information required by this Item is incorporated by reference to the 2025 Proxy Statement Statement under the principal heading “Transactions with Related Persons” and the sub-heading “Board of Directors Independence” and, with respect to determining whether the members of a committee of the Board of Directors are independent, the sub-headings “Audit Committee”;

“Compensation Committee”;

and “Nominating and Corporate Governance Committee” under the heading “Corporate Governance and Related Matters.”

Principal Accountant Fees and Services.

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):

Year Ended December 31,

Audit Fees(1) (2)

$ 1,135 $ 1,174

Audit-Related Fees(3)

All Other Fees (3)

Total Fees $ 1,135 $ 1,174

(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.

All fees described above were pre-approved by the Audit Committee.

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 as our principal accountants during 2022 (in thousands):

Year Ended December 31,

Audit Fees(1) $ 5,320

Audit-Related Fees(2) —

Tax Fees(3) 37

All Other Fees (4) 7

Total Fees $ 5,364

(1) Audit Fees consisted of fees incurred for services rendered for the annual audit and quarterly reviews of the Company’s consolidated financial statements, audits required by public company regulation, professional consultations with respect to accounting issues, registration statement filings, including our Registration Statements on Form S-1 and Form S-4 and related to the Business Combination, shares registration, stock incentive plan registration and issuance of consents and similar matters.

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

(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.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm.

The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services and permissible non-audit services subject to a de minimis exception.

Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service.

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.

The information required by this Item is incorporated by reference to the 2025 Proxy Statement under the sub-headings “Principal Accountant Fees and Services” and “Pre-Approval Policies and Procedures” within the “Proposal 8 — Ratification of Selection of Independent Registered Public Accounting Firm.”

Exhibits and Financial Statement Schedules.

4 unchanged sentences

Marcum LLP, Los Angeles, CA

Report of Independent Registered Public Accounting Firm (PCAOB 42);

Ernst & Young LLP

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Contingently Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Changes in Contingently Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

6 unchanged sentences

2.2†† First Amendment to Agreement and Plan of Merger and Reorganization by and among Power & Digital Infrastructure Acquisition Corp., XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC, and Core Scientific Holding Co.

(incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on October 4, 2021).

(incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A filed with the SEC on October 4, 2021).

2.3†† Second Amendment to Agreement and Plan of Merger and Reorganization, by and among Power & Digital Infrastructure Acquisition Corp., XPDI Merger Sub Inc., and Core Scientific Holding Co.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

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

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).

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2021).

2.4 Confirmation Order, dated January 16, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2024).

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.:

2 unchanged sentences

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

Exhibit Description

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

14 unchanged sentences

333-262596), filed with the SEC on February 9, 2022).

4.11 Form of Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1 (File No.

Form of Secured Convertible Promissory Note (incorporated by reference to Exhibit A to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (File No.

333-262596), filed with the SEC on February 9, 2022).

5 unchanged sentences

333-258720), filed with the SEC on November 19, 2021).

Exhibit Description

Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-4/A (File No.

8 unchanged sentences

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

Indenture, dated as of August 19, 2024, by and between the Company and U.S.

Bank Trust Company, National Association, as Trustee (including the form of Global Note, representing the Company's 3.00% Convertible Senior Notes due 2029 included as Exhibit A therein) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2024).

Indenture, dated as of December 5, 2024, by and between the Company and U.S.

Bank Trust Company, National Association, as Trustee (including the form of the Global Note, representing the Company's 0.00% Convertible Senior Notes due 2031 included as Exhibit A therein) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 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).

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.

17 unchanged sentences

333-258720), filed with the SEC on August 11, 2021).

Exhibit Description

10.10# Third Amendment to Core Scientific, Inc.

22 unchanged sentences

001-40046), filed with the SEC on January 24, 2022).

Exhibit Description

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.

13 unchanged sentences

Interruptible Power Product Agreement by and between Murphy Electric Power Board and Core Scientific Holding Co., dated August 30, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

Exhibit Description

Investment Credit Agreement by and among Core Scientific Holding Co., Murphy Electric Power Board and the Tennessee Valley Authority, dated October 10, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

9 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).

Exhibit Description

Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and B.

18 unchanged sentences

001-40046), filed with the SEC on July 21, 2022).

Exhibit Description

10.41 Commitment Letter, dated as of January 29, 2023, by and between Core Scientific, Inc.

14 unchanged sentences

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.:

12 unchanged sentences

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 .

Letter Agreement by and between Adam Sullivan and Core Scientific Holding Co., dated April 5, 2023 (incorporated by reference to Exhibit 10.97 of the Company ’ s Annual Report on Form 10-K filed with the SEC on March 13, 2024) .

Exhibit Description

Core Scientific, Inc., 2024 Stock Incentive Plan, dated as of April 26, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2024).

E mployment Agreement , by and between Adam Sullivan and Core Scientific, Inc., dated June 14, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17 , 2024).

Form of Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc.

2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 17 , 2024).

Form of Performance Share Unit Award Agreement pursuant to Core Scientific, Inc.

2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2024).

Employment Agreement, by and between Todd M.

DuChene and Core Scientific, Inc., dated July 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Form of Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc.

2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Form of Performance Share Unit Award Agreement pursuant to Core Scientific, Inc.

2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Transition and Separation Agreement, by and between Denise Sterling and Core Scientific, Inc., dated September 5, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2024).

Form of Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc.

2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2024).

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.

List of Subsidiaries

23.1* Consent of Marcum LLP

23.2* Consent of Ernst & Young, LLP

31.1* Certificate of the Chief Executive Officer of Core Scientific, Inc.

furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certificate of the Chief Financial Officer of Core Scientific, Inc.

furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Certificate of the Chief Executive Officer of Core Scientific, Inc.

furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2* Certificate of the Chief Financial Officer of Core Scientific, Inc.

furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy on Recoupment of Incentive Compensation

C ore Scientific, Inc.

Insider Trading Policy

L ist of Subsidiaries

C on s ent of Marcum LLP

Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

15 unchanged sentences

Chief Executive Officer

March 12, 2024

February 26, 2025

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.

3 unchanged sentences

( Principal Executive Officer )

March 12, 2024

February 26, 2025

Adam Sullivan

2 unchanged sentences

( Principal Accounting and Financial Officer )

March 12, 2024

February 26, 2025

Denise Sterling

/s/ Todd Becker

Director March 12, 2024

Director February 26, 2025

/s/ Jeff Booth

Director March 12, 2024

Director February 26, 2025

/s/ Jordan Levy

Director March 12, 2024

Director February 26, 2025

/s/ Jarrod Patten

Director March 12, 2024

Director February 26, 2025

Jarrod Patten

/s/ Yadin Rozov

Director March 12, 2024

Director February 26, 2025

/s/ Eric Weiss

Director March 12, 2024

Director February 26, 2025

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