Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the three months ended March 31, 2026, 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.
48
Item 6. Exhibits
Exhibit Description
10.1
Agreement and Plan of Merger, dated as of May 5, 2026, by and among Core Scientific, Inc., Polar Merger Sub,
LLC, Top Access Enterprises Limited, Polaris DS LLC, and solely for the purposes of Article XI (and Article I and
Article VII to the extent relating thereto), Altair LLC. (incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the SEC on May 6, 2026).
10.2*
Membership Interest Purchase Agreement, dated December 26, 2025, by and among Core Scientific, Inc. and
McCall Family Limited Partnership.
10.3
Cooperation Agreement, dated as of February 18, 2026, by and between Core Scientific, Inc. and Two Seas Capital
LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on
February 19, 2026).
10.4
Delayed-Draw Bridge Credit Agreement, dated as of March 4, 2026, among Core Scientific, Inc., as borrower, the
lenders party thereto from time to time, and Morgan Stanley Senior Fundings, Inc., as administrative agent and as
collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with
the SEC on March 6, 2026).
10.5
Amendment No. 1 to Credit Agreement, dated as of March 18, 2026, among Core Scientific, Inc., as borrower,
JPMorgan Chase Bank, N.A., as amendment no. 1 term lender, and Morgan Stanley Senior Funding, Inc., as
administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the SEC on March 23, 2026).
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.
††
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.
49
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/ Jim Nygaard
Name:
Jim Nygaard
Title:
Duly Authorized Officer & Principal
Financial Officer
Date:
May 6, 2026
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.