Item 9A. Controls and Procedures
Item 9A. 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 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; 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.
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
31, 2025:
112
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
reporting. 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 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.
113
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Core Scientific, Inc.
Opinion on Internal Control Over Financial Reporting
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'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. 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.
114
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.
/s/ KPMG LLP
Chicago, Illinois
March 2, 2026
Item 9B. Other Information
Trading Arrangements
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-
K:
Name & Title
Date of Adoption/
Termination
Character of Trading
Arrangement 1
Aggregate Number
of Shares of
Common Stock to
be Purchased/Sold
pursuant to
Trading
Arrangement
Duration of Plan 2
Todd DuChene
Adopted
Rule 10b5-1
520,000
April 1, 2026 - March 31, 2027
Chief Legal and Administrative
Officer, and Secretary
December 5, 2025
Trading
Arrangement
Matthew Brown
Adopted
Rule 10b5-1
200,000
December 26, 2025 - December 24,
2026
Chief Operating Officer
November 25, 2025
Trading
Arrangement
Cline Kezar
Adopted
Rule 10b5-1
60,000
January 9, 2026 - January 8, 2027
Chief of Staff
December 9, 2025
Trading
Arrangement
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
115
Part III
Item 10. Directors, Executive Officers and Corporate Governance
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”; 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.”
Item 11. Executive Compensation
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”; “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.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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
Management”; 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.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
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
Committee”; and “Nominating and Corporate Governance Committee” under the principal heading “Corporate Governance and
Related Matters.”
Item 14. Principal Accountant Fees and Services.
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.”
116
Part IV
Item 15. Exhibits and Financial Statement Schedules.
1. Consolidated Financial Statements
The following consolidated financial statements of Core Scientific, Inc. are filed as part of this report.
Contents
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 185); KPMG LLP
65
Report of Independent Registered Public Accounting Firm (PCAOB ID 688); Marcum LLP
67
Consolidated Balance Sheets as of December 31, 2025 and 2024
68
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
69
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025, 2024 and 2023
70
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
72
Notes to Consolidated Financial Statements
74
2. 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.
117
3. Exhibits
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
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).
3.2
Second Amended and Restated Bylaws of Core Scientific, Inc., dated January 23, 2024 (incorporated by reference to
Exhibit 3.2 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046) filed with the SEC on January
25, 2024).
4.1
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).
4.2††
Secured Convertible Notes Indenture, dated as of January 23, 2024, by and among the Company, as issuer, the
guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent
(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046)
filed with the SEC on January 25, 2024).
4.3††
Secured Notes Indenture, dated as of January 23, 2024, by and among the Company, as issuer, the guarantors named
therein and Wilmington Trust, National Association as Trustee and Collateral Agent (incorporated by reference to
Exhibit 4.2 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046) filed with the SEC on January
25, 2024) .
4.4
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).
4.5
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).
4.6
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#
Core Scientific, Inc. 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).
118
Exhibit Description
10.2#
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).
10.3#
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. 333-258720), filed with the SEC on August 11, 2021).
10.4#
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. 333-258720), filed with the SEC on August
11, 2021).
10.5#
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).
10.6#
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.
333-258720), filed with the SEC on August 11, 2021).
10.7#
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. 001-40046), filed with the SEC on January 24, 2022).
10.8#
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).
10.9++
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).
10.10††
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).
10.11++
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).
10.12++
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).
10.13††++
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).
10.14††++
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).
10.15††++
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).
119
Exhibit Description
10.16
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).
10.17
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).
10.18
Contingent Value Rights Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc.,
a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company
(incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046)
filed with the SEC on January 25, 2024).
10.19#
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).
10.20#
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).
10.21#
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).
10.22#
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).
10.23#
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).
10.24#
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).
10.25#
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).
10.26#
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).
10.27#
Employment Agreement, by and between James P. Nygaard, Jr. 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.
10.28#
Form of James P. Nygaard 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 Quarterly Report on Form 10-Q filed with
the SEC on May 7, 2025.
16.1
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.
19
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).
21.1*
List of Subsidiaries
120
Exhibit Description
23.1*
Consent of KPMG LLP
23.2*
Consent of Marcum LLP
31.1*
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
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.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
104
Cover Page Interactive Data File (the cover page XBRL tags)
___________
*
Filed or furnished herewith.
#
Indicates management contract or compensatory plan.
††
Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5).
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 the omitted information
is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.
Item 16. Form 10-K Summary
Not applicable.
121
SIGNATURES
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.
By:
/s/ Adam Sullivan
Name:
Adam Sullivan
Title:
Chief Executive Officer
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.
Signature
Position
Date
/s/ Adam Sullivan
Chief Executive Officer and Director
( Principal Executive Officer )
March 2, 2026
Adam Sullivan
/s/ Jim Nygaard
Chief Financial Officer
( Duly Authorized Officer & Principal Financial Officer )
March 2, 2026
Jim Nygaard
/s/ Elizabeth Crain
Director
March 2, 2026
Elizabeth Crain
/s/ Jeff Booth
Director
March 2, 2026
Jeff Booth
/s/ Jordan Levy
Director
March 2, 2026
Jordan Levy
/s/ Yadin Rozov
Director
March 2, 2026
Yadin Rozov
/s/ Eric Weiss
Director
March 2, 2026
Eric Weiss