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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-27 · 350 added, 261 removed, 90 unchanged (87% of the section changed)

1 unchanged sentence

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 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 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.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have conducted an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) as of December 31, 2025.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31,

2025, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial

reporting described below.

Per Rules 13a-15(e) and 15d-15(e), the term disclosure controls and procedures means controls and other procedures of an

issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the

Exchange Act (15 U.S.C.

78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and

communicated to the issuer’s management, including its principle executive and principle financial officers, or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable

assurance of achieving the desired control objectives.

Our management recognizes that any control system, no matter how well

designed and operated, will not prevent all errors and all fraud due to inherent limitations of internal controls.

Because of such

limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over

financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible

to design into the process safeguards to reduce, though not eliminate, this risk.

Management’s Report on Internal Control 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, 2025.

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 (the

“COSO Framework”).

Based upon this evaluation, our management has concluded that, as of December 31, 2025, our internal control

over financial reporting was not effective due to the material weakness described below.

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;

(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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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 the degree of compliance with the policies or procedures may deteriorate.

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 annual or interim financial statements will not be prevented or detected

on a timely basis.

Management identified the following material weakness in internal control over financial reporting as of December

We did not effectively operate controls to account for intended demolition of building and infrastructure assets, including

evaluation of impairment, related to the conversion of facilities from digital asset mining operations to HPC colocation infrastructure

due to insufficient complement of trained personnel.

This material weakness resulted in material misstatements to property, plant and equipment on the consolidated balance sheet

and impairment of property, plant and equipment on the consolidated statement of operations, which were corrected prior to the

issuance of the consolidated financial statements as of and for the year ended December 31, 2025, however, resulted in the restatement

of previously issued annual and interim financial statements.

The control deficiency described above created a reasonable possibility

that a material misstatement of the consolidated financial statements will not be prevented or detected on a timely basis, we concluded

the deficiency represents a material weakness in our internal control over financial reporting and our internal control over financial

reporting was not effective as of December 31, 2025.

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in

this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of the Company’s internal control over financial

KPMG LLP’s report appears on page 111 of this Annual Report on Form 10-K.

Remediation Plan for the Material Weakness

With the oversight of senior management and the Audit Committee, we are in the process of developing and implementing a

remediation plan to address the material weakness.

Elements of the plan include the following:

• implementing additional training for accounting personnel on the evaluation of novel transactions related to property,

plant and equipment.

• implementing additional levels of management review and oversight, including consultation with external technical

accounting resources as necessary, over significant accounting conclusions related to property, plant and equipment,

including those involving the application of accounting guidance to novel or non-routine transactions.

We believe our remediation plan will be sufficient to remediate the material weakness.

However, the material weakness will not

be considered remediated until management completes the design and implementation of the actions described above and the controls

operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.

As we test our

internal controls over financial reporting, we may determine that additional measures or modifications to the remediation plan are

necessary or appropriate.

Changes in Internal Control over Financial Reporting

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

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives.

Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

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

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.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

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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.

We have audited Core Scientific, Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of December 31,

2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness, described below, on the

achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial

reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations,

changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial

statements), and our report dated March 2, 2026 expressed an unqualified opinion on those consolidated financial statements.

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 the company’s annual or interim financial statements will not be prevented or

detected on a timely basis.

A material weakness related to controls over the accounting for assets intended for demolition has been

identified and included in management’s assessment.

The material weakness was considered in determining the nature, timing, and

extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report on

those consolidated 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.

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's Report on Internal Controls

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.

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.

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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

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

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

(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 its 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 the degree of compliance with the policies or procedures may deteriorate.

Chicago, Illinois

March 2, 2026

Other Information

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.

During the three months ended December 31, 2025 , the following directors or officers 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-

Date of Adoption/

Character of Trading

Arrangement 1

Aggregate Number

Common Stock to

be Purchased/Sold

Duration of Plan 2

April 1, 2026 - March 31, 2027

Chief Legal and Administrative

Officer, and Secretary

December 5, 2025

Matthew Brown

December 26, 2025 - December 24,

Chief Operating Officer

November 25, 2025

January 9, 2026 - January 8, 2027

Chief of Staff

December 9, 2025

1 Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense conditions of Rule

10b5-1(c), as amended (the “Rule”).

2 Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions after the indicated duration start date and, in

any case, upon expiration of the applicable mandatory cooling-off period under the Rule, and until the earlier of the indicated duration end date or

completion of all sales contemplated in the Rule 10b5-1 Trading Arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

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”;

The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual

Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 pursuant to Regulation

14A (the “2026 Proxy Statement”).

For the relevant information within the 2026 Proxy Statement, see the information included under

the principal headings “Information Regarding Director Nominees and Directors”;

“Executive Officers”;

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

“Section 16(a) Beneficial

Ownership Reporting Compliance”;

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

“Audit Committee”;

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

and “ Insider

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

Executive Compensation

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

The information required by this Item is incorporated by reference to the 2026 Proxy Statement under the principal headings

“Compensation Discussion and Analysis”;

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

“Executive Compensation”;

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.”

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 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.”.

The information required by this Item is incorporated by reference to the 2026 Proxy Statement under the principal headings

“Securities Authorized for Issuance under Equity Compensation Plans”;

“Security Ownership of Certain Beneficial Owners and

and, with respect to the narrative description of the 2025 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.

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.”

The information required by this Item is incorporated by reference to the 2026 Proxy 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

and “Nominating and Corporate Governance Committee” under the principal heading “Corporate Governance and

Related Matters.”

Principal Accountant Fees and Services.

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.”

The information required by this Item is incorporated by reference to the 2026 Proxy Statement under the sub-headings

“Principal Accountant Fees and Services” and “Pre-Approval Policies and Procedures” within the principal heading “Proposal 3 —

Ratification of Selection of Independent Registered Public Accounting Firm.”

Exhibits and Financial Statement Schedules.

2 unchanged sentences

are filed as part of this report.

Report of Independent Registered Public Accounting Firm (PCAOB 688);

Marcum LLP, Los Angeles, CA

Report of Independent Registered Public Accounting Firm (PCAOB ID 185);

Report of Independent Registered Public Accounting Firm (PCAOB ID 688);

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

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 Changes in Stockholders’ Deficit for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

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Consolidated Financial Statement Schedules

All schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements or the related notes.

All schedules are omitted as the information required is inapplicable or the information is presented in the consolidated

financial statements or the related notes.

Exhibit Description

2.1†† 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 2.1 to the Company’s Current Report on Form 8-K (File No, 001-40046), filed with the SEC on July 21, 2021).

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 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 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.:

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

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

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 2.1 to the Company’s Current Report on Form 8-K (File No, 001-40046), filed with the SEC on July 21,

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 filed with the

SEC on October 4, 2021).

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 filed with the SEC on December 30, 2021).

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).

Fourth Amended and Restated Certificate of Incorporation of Core Scientific, Inc.

(incorporated by reference to

Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2025).

Second Amended and Restated Bylaws of Core Scientific, Inc., dated January 23, 2024 (incorporated by reference to

Exhibit 3.2 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January

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

and its wholly-owned subsidiary, Computershare Trust Company, N.A.

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

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

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

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

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

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

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

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

Secured Convertible Note Purchase Agreement, dated as of April 19, 2021, by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent (incorporated by reference 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).

First Amendment to Secured Convertible Note Purchase Agreement, dated as of April 22, 2021, by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1 (File No.

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

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).

Convertible Note Purchase Agreement by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent, dated August 20, 2021 (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-4/A (File No.

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

First Amendment to Convertible Note Purchase Agreement by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent dated September 23, 2021 (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-4/A (File No.

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.

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

Description of registered securities (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K (File No.

Description of registered securities (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on

Form 10-K (File No.

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

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

Secured Convertible Notes Indenture, dated as of January 23, 2024, by and among the Company, as issuer, the

guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent

(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (File No.:

filed with the SEC on January 25, 2024).

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

Secured Notes Indenture, dated as of January 23, 2024, by and among the Company, as issuer, the guarantors named

therein and Wilmington Trust, National Association as Trustee and Collateral Agent (incorporated by reference to

Exhibit 4.2 of the Company’s Current Report on Form 8-K/A (File No.:

001-40046) filed with the SEC on January

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

Warrant Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc., a Delaware

corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as Warrant

Agent (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K/A (File No.:

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

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).

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).

10.2 Form of Support Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

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

10.3 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.23 the Company’s Registration Statement on Form S-4/A (File No.

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

10.4 Registration and Stockholder Rights Agreement between Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC, the Anchor Investors and certain directors of Power & Digital Infrastructure Acquisition Corp (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

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

10.5 Amended and Restated Registration Rights Agreement by and among Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC, Core Scientific Holding Co., and other parties thereto, dated January 19, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

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

10.6# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-4/A (File No.

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

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).

Core Scientific, Inc.

(f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-4 (File No.

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

Amended and Restated 2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2025).

Exhibit Description

Core Scientific, Inc.

(f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (incorporated by reference to

Exhibit 10.13 to the Company’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on

August 11, 2021).

First Amendment to Core Scientific, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-4 (File No.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to

the Company’s Registration Statement on Form S-4 (File No.

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

Second Amendment to Core Scientific, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-4 (File No.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit

10.22 to the Company’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August

Exhibit Description

Third Amendment to Core Scientific, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4 (File No.

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

10.11# Restricted Stock Unit Award Agreement underlying the Core Scientific, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-4 (File No.

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

10.12# Restricted Stock Unit Award Agreement underlying the Core Scientific, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4 (File No.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23

to the Company’s Registration Statement on Form S-4 (File No.

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

Nonqualified Option Award Agreement underlying the Core Scientific, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4 (File No.

2018 Omnibus Incentive Plan

(incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4 (File No.

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

Core Scientific, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current

Report on Form 8-K (File No.

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

Form of Restricted Stock Unit Award Agreement underlying the Core Scientific, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4/A (File No.

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

10.16# Form of Stock Option Agreement underlying the Core Scientific, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-4/A (File No.

2021 Equity Incentive Plan

(incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4/A (File No.

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

10.17# Core Scientific, Inc.

Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No.

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

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.

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

Amended and Restated Employment Agreement by and between Michael J.

Levitt and Core Scientific Holding Co., dated October 10, 2021 (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No.

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

Employment Agreement by and between Darin Feinstein and Core Scientific Holding Co., dated October 10, 2021 (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No.

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

Non-Employee Director Compensation Policy of Core Scientific, Inc (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-4/A (File No.

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

Separation Agreement, dated as of April 18, 2022, by and between the Company and Michael Trzupek (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

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

Employment Agreement, dated as of April 7, 2022, by and between the Company and Denise Sterling (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

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

Industrial Power Contract by and between Murphy Electric Power Board and BCV 77, LLC, dated December 15, 2017, as assigned and assumed on February 19, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

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).

Industrial Power Contract by and between Murphy Electric Power Board and BCV 77, LLC, dated December 15,

2017, as assigned and assumed on February 19, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s

Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

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).

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).

Master Services Agreement by and between Core Scientific Holding Co.

and Duke Energy Carolinas, LLC, dated June 25, 2018 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 11, 2021).

and Duke Energy Carolinas, LLC, dated

June 25, 2018 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-4 filed

with the SEC on August 11, 2021).

Electric Service Agreement by and between Core Scientific Holding Co.

and Duke Energy Carolinas, LLC, dated June 10, 2019 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018 (Industrial South Premises) (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018 (Boring Drive Property) (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

and Duke Energy Carolinas, LLC, dated

June 10, 2019 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4, filed

with the SEC on August 11, 2021).

Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and

The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018

(Industrial South Premises) (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on

Form S-4, filed with the SEC on August 11, 2021).

Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and

The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018

(Boring Drive Property) (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form

S-4, filed with the SEC on August 11, 2021).

Exhibit Description

Firm Power Contract by and between Core Scientific Holding Co.

and the Tennessee Valley Authority, dated March 12, 2019, as amended on April 30, 2020 and February 25, 2021 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

and the Tennessee Valley Authority, dated March

12, 2019, as amended on April 30, 2020 and February 25, 2021 (incorporated by reference to Exhibit 10.10 to the

Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

Interruptible Power Product Agreement by and between Core Scientific Holding Co.

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).

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

Riley Commercial Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046), for the period ended June 30, 2022 filed with the SEC on August 22, 2022).

Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046), for the period ended June 30, 2022 filed with the SEC on August 22, 2022).

Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and B.

Riley Commercial Capital, LLC (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 August 4, 2022).

Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on August 4, 2022).

Senior Secured Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of December 22, 2022, by and among the Company, Wilmington Savings Fund Society, FSB as the administrative agent and collateral agent and the lenders party 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 December 22, 2022).

Restructuring Support Agreement, dated as of December 22, 2022, by and among the Company and the Ad Hoc Noteholder Group (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on December 22, 2022).

Common Stock Purchase Agreement, dated as of July 20, 2022, by and between Core Scientific, Inc.

Riley Principal Capital II, LLC (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, 2022).

Registration Rights Agreement, dated as of July 20, 2022, by and between Core Scientific, Inc.

Riley (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

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

Exhibit Description

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

Riley Commercial Capital LLC (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K (File No.:

001-40046), filed with the SEC on February 7, 2023).

Replacement DIP Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046), filed with the SEC on March 2, 2023).

First Amendment to Replacement DIP Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046), filed with the SEC on July 6, 2023).

Resignation of Michael Levitt from his role as Chief Executive Office and appointment of Adam Sullivan to serve as interim Chief Executive Officer, as filed in the Company's Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on August 7, 2023 .

Purchase and Sale Agreement, by and between Core Scientific Operating Company and Celsius Mining LLC, date (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on September 20, 2023).

Agreement in principle with the Ad Hoc Noteholder Group and the Equity Committee regarding the terms of a chapter 11 plan of reorganization, subject to the finalization of the Debtors’ Third Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc.

and its Debtor Affiliates, as filed in the Company’s Current Report of From 8-K (File No.:

001-40046) filed with the SEC on October 30, 2023 .

Restructuring Support Agreement, dated November 16, 2023, by and among the Debtors, the Consenting Creditors and the Equity Committee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on November 22, 2023).

Backstop Commitment Letter, dated November 16, 2023, by and among the Company and the Commitment Parties (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.:

001-40046) filed with the SEC on November 22, 2023).

Asset Purchase Agreement, dated as of September 5, 2023, by and between Bitmain and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K/A (File No.:

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

Amendment to Asset Purchase Agreement, dated as of November 6, 2023 by and between Bitmain and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K/A (File No.:

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

Exit Credit Agreement, dated as of January 23, 2024, by and the Company, as borrower, the guarantors named therein, the lenders party (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K/A (File No.:

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

Equipment Loan and Security Agreement, dated as of January 23, 2024, by and between Blockfi Lending LLC, as lender, and the Company (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K/A (File No.:

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

Equipment Loan and Security Agreement, dated as of January 23, 2024, by and between Stonebriar Commercial Finance LLC, as lender (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K/A (File No.:

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

Contingent Value Rights Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K/A (File No.:

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).

Contingent Value Rights Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc.,

a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company

(incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K/A (File No.:

filed with the SEC on January 25, 2024).

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).

Employment 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).

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).

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).

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

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).

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

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).

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

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.

001-40046) filed with the SEC on October 28, 2022.

16.2 Letter regarding Change in Certifying Accountant, dated as of November 23, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-40046) filed with the SEC on November 23, 2022.

C ore Scientific, Inc.

Insider Trading Policy

L ist of Subsidiaries

C on s ent of Marcum LLP

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).

Employment Agreement, by and between James P.

and Core Scientific, Inc., dated as of February 26,

2025, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC

on May 7, 2025.

Form of James P.

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

Incentive Plan incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with

the SEC on May 7, 2025.

Letter regarding Change in Certifying Accountant, dated as of March 13, 2025 (incorporated by reference to Exhibit

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

001-40046) filed with the SEC on March 13, 2025.

Core Scientific, Inc.

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual

Report on Form 10-K (File No.

001-40046) filed with the SEC on February 27, 2025).

List of Subsidiaries

Exhibit Description

Consent of KPMG LLP

Consent of Marcum LLP

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

2 unchanged sentences

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

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Cover Page Interactive Data File (the cover page XBRL tags)

* Filed herewith.

Filed or furnished herewith.

Indicates management contract or compensatory plan.

1 unchanged sentence

The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

++ Portions of this Exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed.

Portions of this Exhibit (indicated by asterisks) have been omitted as the Registrant has determined that the omitted information

is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

Core Scientific, Inc.

2 unchanged sentences

Chief Executive Officer

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.

Signature Position Date

March 2, 2026

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.

/s/ Adam Sullivan

1 unchanged sentence

( Principal Executive Officer )

February 26, 2025

March 2, 2026

Adam Sullivan

/s/ Denise Sterling

/s/ Jim Nygaard

Chief Financial Officer

( Principal Accounting and Financial Officer )

February 26, 2025

Denise Sterling

/s/ Todd Becker

Director February 26, 2025

( Duly Authorized Officer & Principal Financial Officer )

March 2, 2026

/s/ Elizabeth Crain

March 2, 2026

Elizabeth Crain

/s/ Jeff Booth

Director February 26, 2025

March 2, 2026

/s/ Jordan Levy

Director February 26, 2025

/s/ Jarrod Patten

Director February 26, 2025

Jarrod Patten

March 2, 2026

/s/ Yadin Rozov

Director February 26, 2025

March 2, 2026

/s/ Eric Weiss

Director February 26, 2025

March 2, 2026

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