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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| ☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF<br><br>1934 |
For the fiscal year ended December 31, 2025
OR
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE<br><br>ACT OF 1934 |
For the transition period from to
Commission file number 001-40046
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
86-1243837 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
838 Walker Road
Suite 21-2105
Dover, Delaware
(Address of Principal Executive Offices)
19904
(Zip Code)
(512) 402-5233
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common stock, par value $0.00001 per share |
CORZ |
The Nasdaq Global Select Market |
| Warrants, each whole warrant exercisable for one share of<br><br>common stock at an exercise price of $6.81 per share |
CORZW |
The Nasdaq Global Select Market |
| Warrants, each whole warrant exercisable for one share of<br><br>common stock at an exercise price of $0.01 per share |
CORZZ |
The Nasdaq Global Select Market |
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☒ |
Accelerated filer |
☐ |
Emerging growth company |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the
common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference
to the closing sales price for the common stock on June 30, 2025 of $17.07, as reported on the Nasdaq Global Select Market, was
approximately $4.25 billion.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of February 26, 2026, 315,332,655 shares of common stock, par value $0.00001, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement related to its 2026 Annual Stockholders' Meeting to be filed subsequently are incorporated
by reference into Part III of this Form 10-K.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend the Annual Report on Form 10-K for
the fiscal year ended December 31, 2025 (the “Original Filing”), filed by Core Scientific, Inc. with the U.S. Securities and Exchange
Commission on March 2, 2026. The sole purpose of this Amendment No. 1 is to attach Exhibit 97.1, which was inadvertently omitted
from the Original Filing.
Except as described above, no changes have been made to the Original Filing, and this Amendment No. 1 does not modify,
amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does
not reflect events that may have occurred subsequent to the date of the Original Filing.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 contains new
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements
have been included in this Amendment No. 1, and this Amendment No. 1 does not contain or amend any disclosure with respect to
Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of such certifications have been omitted. Similarly, because no financial
statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
have been omitted.
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Part IV
Item 15. Exhibits and Financial Statement Schedules.
3. Exhibits
|
Exhibit Description |
| 2.1†† |
Agreement and Plan of Merger and Reorganization by and among Power & Digital Infrastructure Acquisition Corp.,<br><br>XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC, and Core Scientific Holding Co. (incorporated by reference to<br><br>Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No, 001-40046), filed with the SEC on July 21,<br><br>2021). |
| 2.2†† |
First Amendment to Agreement and Plan of Merger and Reorganization by and among Power & Digital<br><br>Infrastructure Acquisition Corp., XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC, and Core Scientific Holding Co.<br><br>(incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A filed with the<br><br>SEC on October 4, 2021). |
| 2.3†† |
Second Amendment to Agreement and Plan of Merger and Reorganization, by and among Power & Digital<br><br>Infrastructure Acquisition Corp., XPDI Merger Sub Inc., and Core Scientific Holding Co. (incorporated by reference<br><br>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<br><br>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<br><br>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<br><br>Exhibit 3.2 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046) filed with the SEC on January<br><br>25, 2024). |
| 4.1 |
Description of registered securities (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on<br><br>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<br><br>guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent<br><br>(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046)<br><br>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<br><br>therein and Wilmington Trust, National Association as Trustee and Collateral Agent (incorporated by reference to<br><br>Exhibit 4.2 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046) filed with the SEC on January<br><br>25, 2024). |
| 4.4 |
Warrant Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc., a Delaware<br><br>corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as Warrant<br><br>Agent (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K/A (File No.:<br><br>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<br><br>Association, as Trustee (including the form of Global Note, representing the Company's 3.00% Convertible Senior<br><br>Notes due 2029 included as Exhibit A therein) (incorporated by reference to Exhibit 4.1 to the Company’s Current<br><br>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<br><br>Association, as Trustee (including the form of the Global Note, representing the Company's 0.00% Convertible<br><br>Senior Notes due 2031 included as Exhibit A therein) (incorporated by reference to Exhibit 4.1 to the Company’s<br><br>Current Report on Form 8-K filed with the SEC on December 5, 2024). |
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|
Exhibit Description |
| 10.1# |
Core Scientific, Inc. Amended and Restated 2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to<br><br>the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2025). |
| 10.2# |
Core Scientific, Inc. (f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (incorporated by reference to<br><br>Exhibit 10.13 to the Company’s Registration Statement on Form S-4 (File No. 333-258720), filed with the SEC on<br><br>August 11, 2021). |
| 10.3# |
First Amendment to Core Scientific, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to<br><br>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<br><br>10.22 to the Company’s Registration Statement on Form S-4 (File No. 333-258720), filed with the SEC on August<br><br>11, 2021). |
| 10.5# |
Third Amendment to Core Scientific, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23<br><br>to the Company’s Registration Statement on Form S-4 (File No. 333-258720), filed with the SEC on August 11,<br><br>2021). |
| 10.6# |
Nonqualified Option Award Agreement underlying the Core Scientific, Inc. 2018 Omnibus Incentive Plan<br><br>(incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4 (File No.<br><br>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<br><br>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<br><br>(incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4/A (File No.<br><br>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,<br><br>2017, as assigned and assumed on February 19, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s<br><br>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<br><br>Co., dated August 30, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on<br><br>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<br><br>Tennessee Valley Authority, dated October 10, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s<br><br>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<br><br>June 25, 2018 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-4 filed<br><br>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<br><br>June 10, 2019 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4, filed<br><br>with the SEC on August 11, 2021). |
| 10.14††++ |
Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and<br><br>The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018<br><br>(Industrial South Premises) (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on<br><br>Form S-4, filed with the SEC on August 11, 2021). |
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|
Exhibit Description |
| 10.15††++ |
Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and<br><br>The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018<br><br>(Boring Drive Property) (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form<br><br>S-4, filed with the SEC on August 11, 2021). |
| 10.16 |
Firm Power Contract by and between Core Scientific Holding Co. and the Tennessee Valley Authority, dated March<br><br>12, 2019, as amended on April 30, 2020 and February 25, 2021 (incorporated by reference to Exhibit 10.10 to the<br><br>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<br><br>Authority, dated April 28, 2020 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement<br><br>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.,<br><br>a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company<br><br>(incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K/A (File No.: 001-40046)<br><br>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<br><br>(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on<br><br>June 17, 2024). |
| 10.20# |
Form of Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc. 2024 Stock Incentive Plan<br><br>(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on<br><br>June 17, 2024). |
| 10.21# |
Form of Performance Share Unit Award Agreement pursuant to Core Scientific, Inc. 2024 Stock Incentive Plan<br><br>(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on<br><br>June 17, 2024). |
| 10.22# |
Employment Agreement, by and between Todd M. DuChene and Core Scientific, Inc., dated July 19, 2024<br><br>(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July<br><br>23, 2024). |
| 10.23# |
Form of Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc. 2024 Stock Incentive Plan<br><br>(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July<br><br>23, 2024). |
| 10.24# |
Form of Performance Share Unit Award Agreement pursuant to Core Scientific, Inc. 2024 Stock Incentive Plan<br><br>(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July<br><br>23, 2024). |
| 10.25# |
Transition and Separation Agreement, by and between Denise Sterling and Core Scientific, Inc., dated September 5,<br><br>2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC<br><br>on September 6, 2024). |
| 10.26# |
Form of Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc. 2024 Stock Incentive Plan<br><br>(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on<br><br>September 6, 2024). |
| 10.27# |
Employment Agreement, by and between James P. Nygaard, Jr. and Core Scientific, Inc., dated as of February 26,<br><br>2025, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC<br><br>on May 7, 2025. |
| 10.28# |
Form of James P. Nygaard Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc. 2024 Stock<br><br>Incentive Plan incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with<br><br>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<br><br>16.1 to the Company’s Current Report on Form 8-K (File No. 001-40046) filed with the SEC on March 13, 2025. |
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___________
| * |
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).<br><br>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<br><br>is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential. |
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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 18, 2026 |
Document
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Sullivan, certify that:
| 1 | I have reviewed this Amendment No.1 to the Annual Report on Form 10-K of Core Scientific, Inc.; and |
| --- | --- || 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| --- | --- |
Date: March 18, 2026
| /s/ Adam Sullivan |
| Adam Sullivan |
| Chief Executive Officer |
| (Principal Executive Officer) |
Document
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jim Nygaard, certify that:
| 1 | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Core Scientific, Inc.; and |
| --- | --- || 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| --- | --- |
Date: March 18, 2026
| /s/ Jim Nygaard |
| Jim Nygaard |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
