CORZW

core-20260728

0001839341FALSECore Scientific, Inc./tx00018393412026-07-282026-07-280001839341us-gaap:CommonStockMember2026-07-282026-07-280001839341core:WarrantExercisePriceOf6.81PerShareMember2026-07-282026-07-280001839341core:WarrantExercisePriceOf0.01PerShareMember2026-07-282026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On July 28, 2026, the Company issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2026. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated July 28, 2026

99.2 Company Presentation dated July 28, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: July 28, 2026

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20260302

0001839341FALSECore Scientific, Inc./tx838 Walker RoadSuite 21-2105DoverDelaware00018393412026-03-022026-03-020001839341us-gaap:CommonStockMember2026-03-022026-03-020001839341core:WarrantExercisePriceOf6.81PerShareMember2026-03-022026-03-020001839341core:WarrantExercisePriceOf0.01PerShareMember2026-03-022026-03-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2026

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On March 2, 2026, the Company issued a press release announcing its financial results for the fourth fiscal quarter ended December 31, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 4.02     Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 25, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company, in consultation with management, determined that the Company’s consolidated financial statements for the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, the year ended December 31, 2024, the three months ended March 31, 2025, the three and six months ended June 30, 2025, and the three and nine months ended September 30, 2025 (the “Non-Reliance Periods”) should no longer be relied upon due to the accounting errors described below.

During the preparation of the consolidated financial statements for the year ended December 31, 2025, the Company determined that property, plant and equipment was overstated as a result of the improper continued capitalization of carrying values of assets committed to demolition in connection with the conversion of certain facilities from digital asset mining operations to high-performance computing (“HPC”) colocation infrastructure, which impacted the Company's previously issued consolidated financial statements for the year ended December 31, 2024, as well as the interim condensed consolidated financial statements for the Non-Reliance Periods. Specifically, the carrying values of assets committed to demolition were improperly capitalized rather than being written down to fair value through the recognition of impairment charges in the periods in which the commitment to demolish was made.

Concurrently with the filing of this Current Report on Form 8-K, the Company is filing amendments to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025 (the “Amended 2024 Form 10-K”), and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May

core-20251024

0001839341FALSECore Scientific, Inc./tx838 Walker RoadSuite 21-2105DoverDelaware00018393412025-10-242025-10-240001839341us-gaap:CommonStockMember2025-10-242025-10-240001839341core:WarrantExercisePriceOf6.81PerShareMember2025-10-242025-10-240001839341core:WarrantExercisePriceOf0.01PerShareMember2025-10-242025-10-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2025

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On October 24, 2025, the Company issued a press release announcing its financial results for the third fiscal quarter ended September 30, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated October 24, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: October 24, 2025

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20250808

0001839341FALSECore Scientific, Inc./tx838 Walker RoadSuite 21-2105DoverDelaware00018393412025-08-082025-08-080001839341us-gaap:CommonStockMember2025-08-082025-08-080001839341core:WarrantExercisePriceOf6.81PerShareMember2025-08-082025-08-080001839341core:WarrantExercisePriceOf0.01PerShareMember2025-08-082025-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On August 8, 2025, the Company issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated August 8, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: August 8, 2025

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20250226

0001839341FALSECore Scientific, Inc./tx838 Walker RoadSuite 21-2105DoverDelaware00018393412025-02-262025-02-260001839341us-gaap:CommonStockMember2025-02-262025-02-260001839341core:WarrantExercisePriceOf6.81PerShareMember2025-02-262025-02-260001839341core:WarrantExercisePriceOf0.01PerShareMember2025-02-262025-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2025

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On February 26, 2025, the Company issued a press release announcing its financial results for the fourth fiscal quarter and full year ended December 31, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 26, 2025, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated February 26, 2024

99.2 Company Presentation dated February 26, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: February 26, 2024

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20241106

0001839341FALSECore Scientific, Inc./tx838 Walker RoadSuite 21-2105DoverDelaware00018393412024-11-062024-11-060001839341us-gaap:CommonStockMember2024-11-062024-11-060001839341core:WarrantExercisePriceOf6.81PerShareMember2024-11-062024-11-060001839341core:WarrantExercisePriceOf0.01PerShareMember2024-11-062024-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2024

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On November 6, 2024, the Company issued a press release announcing its financial results for the third fiscal quarter ended September 30, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

On November 6, 2024, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated November 6, 2024

99.2 Company Presentation dated November 6, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: November 6, 2024

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20240807

0001839341FALSECore Scientific, Inc./tx00018393412024-08-072024-08-070001839341us-gaap:CommonStockMember2024-08-072024-08-070001839341core:WarrantExercisePriceOf6.81PerShareMember2024-08-072024-08-070001839341core:WarrantExercisePriceOf0.01PerShareMember2024-08-072024-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2024

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On August 7, 2024, the Company issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 7, 2024, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated August 7, 2024

99.2 Company Presentation dated August 7, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: August 7, 2024

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20240508

0001839341FALSECore Scientific, Inc./tx00018393412024-05-082024-05-080001839341us-gaap:CommonStockMember2024-05-082024-05-080001839341core:WarrantExercisePriceOf6.81PerShareMember2024-05-082024-05-080001839341core:WarrantExercisePriceOf0.01PerShareMember2024-05-082024-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2024

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On May 8, 2024, the Company issued a press release announcing its financial results for the first fiscal quarter ended March 31, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 8, 2024, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated May 8, 2024

99.2 Company Presentation dated May 8, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: May 8, 2024

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20240312

0001839341FALSECore Scientific, Inc./tx00018393412024-03-122024-03-120001839341us-gaap:CommonStockMember2024-03-122024-03-120001839341core:WarrantExercisePriceOf6.81PerShareMember2024-03-122024-03-120001839341core:WarrantExercisePriceOf0.01PerShareMember2024-03-122024-03-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2024

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

838 Walker Road, Suite 21-2105

Dover, Delaware

19904

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading 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 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 common stock at an exercise price of $0.01 per share

CORZZ

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On March 12, 2024, the Company issued a press release announcing its financial results for the fourth fiscal quarter and full year ended December 31, 2023. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 12, 2024, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.Description

99.1 Press Release dated March 12, 2024

99.2 Company Presentation dated March 12, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: March 12, 2024

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Chief Legal Officer and Chief Administrative Officer

core-20220822

210 Barton Springs RoadSuiteAustinTexas0001839341FALSECore Scientific, Inc./tx00018393412022-08-222022-08-220001839341us-gaap:CommonStockMember2022-08-222022-08-220001839341us-gaap:WarrantMember2022-08-222022-08-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2022

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

210 Barton Springs Road, Suite 300

Austin, Texas 78704

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.0001 per share CORZ The Nasdaq Global Select Market

Warrants, exercisable for shares of common stock CORZW The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Core Scientific, Inc. (the “Company”) with the Securities and Exchange Commission on August 11, 2022 (the “Original Report”) to report the announcement of the Company’s financial results for the fiscal quarter ended June 30, 2022. The Amendment is being filed to furnish an updated and reissued version of the press release (the “Updated Press Release”) and company presentation the (“Updated Presentation” and, together with the Updated Press Release, the “Updated Materials”) furnished as Exhibits 99.1 and 99.2 to the Original Report (the “Original Materials”). The Original Report otherwise remains unchanged.

As noted in the Original Materials, the results presented therein were preliminary and subject to change. The Updated Materials were issued to update (1) the impairment of goodwill and other intangibles for the three and six month periods ended June 30, 2022 from $840.0 million to $790.8 million and (2) the income tax benefit (a) for the three month period ended June 30, 2022 from $46.7 million to $48.7 million and (b) for the six months ended June 30, 2022 from $4.3 million to $6.2 million.

The financial results impacted by the change in the impairment of goodwill and other intangibles are as follows:

•Operating loss for the three months ended June 30, 2022 was $1.05 billion (previously reported as $1.09 billion);

•Net loss for the three months ended June 30, 2022 was $810.5 million (previously reported as $861.7 million);

•Operating loss for the six months ended June 30, 2022 was $1.07 billion (previously reported as $1.12 billion); and

•Net loss for the six months ended June 30, 2022 was $1.28 billion (previously reported as $1.33 billion);

These updates relate to changes to the calculation of that were identified by management after the issuance of the original press release while the Company was completing its internal review procedures with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022.

Item 2.02    Results of Operations and Financial Condition

On August 22, 2022, the Company issued the Updated Press Release announcing its financial results for the fiscal quarter ended June 30, 2022. A copy of the Updated Press Release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 22, 2022, the Company also released the Updated Presentation reporting such results. A copy of the Updated Presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information con

core-20220811

210 Barton Springs RoadSuiteAustinTexas0001839341FALSECore Scientific, Inc./tx00018393412022-08-112022-08-110001839341us-gaap:CommonStockMember2022-08-112022-08-110001839341us-gaap:WarrantMember2022-08-112022-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2022

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40046 86-1243837

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

210 Barton Springs Road, Suite 300

Austin, Texas 78704

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.0001 per share CORZ The Nasdaq Global Select Market

Warrants, exercisable for shares of common stock CORZW The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02    Results of Operations and Financial Condition

On August 11, 2022, Core Scientific, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2022. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 11, 2022, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

The information contained in Item 2.02 is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statement and Exhibits

(d) Exhibits

Exhibit No.Description

99.1 Press Release dated August 11, 2022

99.2 Company Presentation dated August 11, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Scientific, Inc.

Dated: August 11, 2022

By:/s/ Todd M. DuChene

Name:Todd M. DuChene

Title:Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

EX-99.1

2 d329808dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

PRESS RELEASE

www.corescientific.com

Core Scientific Announces First Quarter 2022 Results

AUSTIN, Texas—May 12, 2022—Core Scientific, Inc. (NASDAQ: CORZ), a leader in high-performance blockchain data centers and software solutions, reported its financial results for the first quarter ended March 31, 2022.

First Quarter 2022 Financial Highlights (Compared to First Quarter 2021)

•

Total revenue increased by 255% to $192.5 million

•

Gross profit increased by 382% to $70.0 million

•

Net loss of $466.2 million, driven by a noncash mark-to-market adjustment on convertible notes of $386.0 million and an impairment on digital assets of $54.0 million

•

Adjusted EBITDA1 increased by 644% to $93.0 million

•

Self-mining bitcoin production increased 1,454% to 3,202 bitcoins

•

8,497 bitcoins held as of March 31, 2022

•

Total hashrate of 16.2 EH/s consisting of 8.3 EH/s self-mining and 7.9 EH/s hosting

“By continuing to focus on execution, we delivered first quarter revenue of $193 million, an increase of more than 250 percent over the prior year period,” said Mike Levitt, Core Scientific Chief Executive Officer. “In the quarter we expanded our total hashrate to 16.2 exahash, self-mined 3,202 bitcoins and maintained our leadership position in the North American blockchain data center and digital asset mining category. Driven primarily by two non-cash, mark-to-market adjustments and stock-based compensation expense totaling $466 million, first quarter net loss was $466 million, while adjusted EBITDA of $93.0 million grew by more than 600 percent.”

“We have worked to de-risked our 2022 growth to between 30 and 32 exahash, fully supported by our existing capital structure. We preserve the flexibility to expand beyond our plan, should capital market conditions improve,” added Mr. Levitt.

First Quarter 2022 Financial Results (Compared to First Quarter 2021)

Total revenue of $192.5 million increased by $138.3 million, or 255%, from $54.2 million. The increase in total revenue was driven primarily by increases in digital asset mining revenue and hosting revenue, partially offset by a decrease in equipment sales.

Total hosting revenue of $33.2 million increased by $20.5 million or 162%, from $12.7 million. The increase in hosting revenue from customers was driven primarily by the onboarding of new clients and the execution of new related party hosting contracts for miners deployed.

Total equipment sales to customers of $26.3 million decreased by $5.6 million or 18%, from $31.9 million. The decrease in equipment sales to customers was primarily driven by less miners being deployed, partially offset by equipment sales to related parties driven by higher demand for new generation mining equipment

1

Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation

of Adjusted EBITDA to the most directly comparable U.S. GAAP financial measures, please refer to the “Non-GAAP Financial Measures” section of this press release.

-more-

Core Scientific, Inc. Q1 2022 Earnings Release - 2

Digital asset mining income of $133.0 million increased by $123.4 million or 1,281%, from $9.6 million. The year over year increase in mining income was driven primarily by an increase in our self-mining hash rate. Our self-mining hash rate increased by 1975%, to 8.3 EH/s from 0.40 EH/s. The total number of bitcoins awarded was 3,202 compared to 206. The average price of bitcoin was $41,299 as compared to $44,274, a decrease of 7%.

Cost of revenue of $122.5 million increased by $82.8 million or 209%, from $39.7 million. The increase in cost of revenue was primarily attributable to increased depreciation expense of $39.0 million driven by an increase in the number of self-mining units deployed, higher power consumption driven by an increase in the number of self-mining and hosted miners operating in our fleet of $37.6 million, higher personnel and facilities operating costs driven by the opening and expansion of our data centers of $9.9 million, which includes increased payroll and benefits for personnel of $3.1 million and increased stock-based compensation of $2.0 million, partially offset by lower equipment sales costs of $3.7 million. As a percentage of total revenue, cost of revenue totaled 64% and 73% for the three months ended March 31, 2022 and 2021, respectively.

Gross profit of $70.0 million increased by $55.5 million, or 382%, from $14.5 million. The increase in gross profit was driven primarily by a $56.3 million increase in gross profit for the mining segment, which had a gross margin of 48% in the first quarter of 2022 compared to 83% in the prior year period. The decrease in gross margin for the mining segment was driven by higher miner depreciation, primarily attributable to the onboarding of Blockcap’s miners at fair value upon the close of the Blockcap acquisition in July 2021, as well as higher power costs and lower average price per bitcoin mined

EX-99.1

2 d328032dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

PRESS RELEASE

www.corescientific.com

Core Scientific Announces Full Fiscal Year 2021 Results

AUSTIN, Texas—March 29, 2022—Core Scientific, Inc. (NASDAQ: CORZ), a leader in high-performance, net carbon neutral blockchain infrastructure and software solutions, reported its consolidated financial results for the fiscal year ended December 31, 2021.

Fiscal Year 2021 Financial Highlights (Compared to Fiscal Year 2020)

•

Total revenue increased by 803% to $544.5 million

•

Gross profit increased by 2,443% to $238.9 million

•

Net Income increased to $47.3 million

•

Adjusted EBITDA1 increased by 3,849% to $238.9 million

•

Self-mining operations increased BTC production 350% to 5,769

BTC2

•

5,296 BTC held at year end

•

Total hashrate of 13.5 EH/s consisting of 6.6 EH/s self-mining and 6.9 EH/s hosting

“Our team produced strong results in 2021, highlighted by revenue of $544.5 million, net income of $47.3 million and adjusted EBITDA of $238.9 million,” said Mike Levitt, Core Scientific Chief Executive Officer. “Our total hashrate increased from less than 3.0 EH/s at year end 2020 to 13.5 EH/s at year end 2021. This market-leading growth generated over 5,700 self-mined bitcoins in 2021. In the first two months of 2022 our total hashrate grew to 15.9 EH/s and we self-mined over 2,000 bitcoins. Across our business we are executing our plans effectively and remain well positioned to continue expanding our capacity and creating shareholder value.”

FISCAL YEAR 2021 FULL YEAR FINANCIAL RESULTS

Total revenue increased by $484.2 million or 803%, to $544.5 million in 2021 from $60.3 million in 2020.

Total hosting revenue increased by $37.7 million, or 91%, to $79.3 million in 2021 from $41.6 million in 2020. The increase was driven by the execution of new customer hosting contracts for miners deployed during the year ended December 31, 2021.

Total equipment sales increased by $235.6 million, or 1,871%, to $248.2 million in 2021 from $12.6 million in 2020. The increase was driven by higher demand for new generation mining equipment.

Digital asset mining income increased by $210.8 million, or 3,440%, to $216.9 million in 2021 from $6.1 million in 2020. The year over year growth in mining income was driven by an increase in our self-mining hash rate and higher bitcoin prices. Our self-mining hash rate increased by 1,772%, to 6.6 EH/s in 2021 from 0.35 EH/s in 2020. The total number of bitcoins awarded in 2021 (excluding 1,746 of bitcoins mined by Blockcap prior to its acquisition on July 30, 2021) was 4,0233 compared to 3283 in 2020. The average price of bitcoin in 2021 was $47,437 compared to $14,357 in 2020, an improvement of 230%.

1

Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation

of Adjusted EBITDA to the most directly comparable U.S. GAAP financial measures, please refer to the “Non-GAAP Financial Measures” section of this press release.

2

Includes 1,746 of bitcoin mined by Blockcap during 2021 prior to being acquired on July 30, 2021.

3

The total number of bitcoin awarded on a combined self-mining basis for December 31, 2021 was 5,769

compared to 1,281 for the year ended December 31, 2020.

-more-

Core Scientific, Inc. Q4 FY 2021 Earnings Release - 2

Cost of revenue increased by $254.7 million or 500%, to $305.6 million in 2021 from $50.9 million in 2020. The increase was primarily attributable to an increase in the cost of equipment sold of $166.8 million, higher power consumption driven by increases in both our self-mining and hosted fleet of $53.4 million, increased depreciation expense of $21.3 million driven by the deployment of self-mining units, facilities depreciation of $1.9 million, higher personnel and facilities operating costs driven by the opening and expansion of our data centers of $7.2 million and stock-based compensation of $4.1 million. As a percentage of total revenue, cost of revenue totaled 56% and 84% for the year ended December 31, 2021 and 2020, respectively.

Gross profit increased by $229.5 million, or 2,443%, to $238.9 million in 2021 from $9.4 million in 2020. The increase in gross profit was driven primarily by a $163.6 million increase in gross profit for the mining segment, which had a gross margin of 77% in 2021 compared to 51% in 2020. Also contributing to the increase in gross profit was a $65.9 million increase in gross profit for the Equipment Sales and Hosting Segment, which had a gross margin of 22% in 2021 compared to 12% in 2020, driven by higher margins on equipment sales.

Operating income increased $137.8 million to $131.5 million in 2021 from an operating loss of $6.3 million in 2020. The increase in operating income was predominantly due to the $229.5 million increase in gross profit described above, primarily offset by $46.0 million of higher general and administrative expenses, which was driven by $29.8 million of higher stock-based compensation expense, and $37.2 mi

EX-99.1

2 d279212dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

PRESS RELEASE

www.corescientific.com

Core Scientific Announces Preliminary 2021 Financial Results, 2022

Operating Guidance and February Updates

•

Preliminary 2021 revenue of $515 million to $545 million, net income of $50 million to $60 million and adjusted EBITDA of $225 million to $235 million

•

Expects total operating hashrate of 31 EH/s to 40-42 EH/s, and operating capacity from 1.0 GW to 1.2-1.3 GW in 2022

•

Produced 981 bitcoins, increased self-mining hashrate to 8.2 EH/s and increased hosted hashrate to 7.7 EH/s in February 2022

AUSTIN, Texas, Mar. 7, 2022 – Core Scientific, Inc. (NASDAQ: CORZ) (“Core Scientific” or “the Company”), a leader in high-performance, net carbon neutral blockchain infrastructure and software solutions, today announced preliminary financial results for the fiscal year ending December 31, 2021, initial fiscal year 2022 operating guidance and February production and operations updates.

2021 PRELIMINARY RESULTS AND

EARNINGS RELEASE DATE

“Our team’s outstanding efforts this past year delivered strong financial results that comfortably exceeded our expectations,” said Mike Levitt, Core Scientific Chief Executive Officer. “We expect 2021 revenue to be $515 million to $545 million, net income of $50 million to $60 million and adjusted EBITDA of $225 million to $235 million. We ended the year having produced 5,769 bitcoins and operating total hashrate of 13.5 EH/s, well ahead of our anticipated 11.0 EH/s. We are pleased with the performance of our company, our team and our infrastructure, and look forward to continuing to build value for our shareholders in 2022.”

Core Scientific expects to release fourth quarter and full fiscal year 2021 results after the market closes on March 29, 2022 and will hold a conference call later that day.

Core Scientific Prelim FY21 Results/Feb Update - 2

Please visit the Events and Presentations section of the Company’s website to learn more:

https://investors.corescientific.com/investors/events-and-presentations/default.aspx

2022 OPERATING GUIDANCE

“We believe that we are well positioned to achieve 40 to 42 EH/s of total hashrate by year end 2022, distributed approximately evenly between our self-mining and hosting segments. Demand for our hosting capacity remains strong and continues to exceed our available supply. Our construction and power team is on pace to achieve 1.2 to 1.3 GW of operating infrastructure by year end to continue expanding our hosting and self-mining capacity,” Mr. Levitt added.

Summary of preliminary 2021 financial results and 2022 operating guidance:

Preliminary Financial Results

Full Year 2021

Total Revenue

$515 to $545 million

Net Income

$50 to $60 million

Adjusted EBITDA

$225 to $235 million

Total Hashrate (EH/s)

13.5 EH/s

Operating Megawatts (“MW”)

457 MW

Operating Guidance

Full Year 2022

Total Hashrate (EH/s)

40 to 42 EH/s

Operating Gigawatts (“GW”)

1.2 to 1.3 GW

CAPITAL MARKETS ACTIVITIES

Core Scientific’s Board of Directors voted unanimously to accelerate by approximately four months the expiration of the “lock-up” restricting the sale of stock held by early (pre-public) investors in the company. The Board determined that it was in the best interests of the company to increase the shares available for trading in the open market.

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Core Scientific Prelim FY21 Results/Feb Update - 3

“By enabling early private round investors to sell shares we hope to increase our traded float,” commented Mr. Levitt. “We welcome these sales as we believe that increasing our float will benefit our company and is in the best long-term interests of all of our shareholders. Affiliates of the company, including myself, my fellow board members Matt Minnis and Darin Feinstein, and executive officers Todd DuChene, Michael Trzupek and Brian Neville, are not currently eligible to sell shares under the exemption provided by Rule 144.”

FEBRUARY UPDATE

Mr. Levitt continued, “We ended 2021 operating data centers in four states with total mining capacity of 13.5 EH/s. Two months later we were operating in five states, with a sixth state in view, and had increased our hashrate to 15.9 EH/s. Across our business, our team is delivering strong growth and outstanding results that continue to position Core Scientific as a leading blockchain infrastructure provider and digital asset self-miner.”

Self-Mining

Core Scientific’s self-mining operations produced 981 bitcoins in February, averaging 35 bitcoins per day, an increase from January’s 34.7 daily average, and representing a year over year increase of 313%. As of February 28, 2022, the Company held 7,355 bitcoins produced from operations.

As of February month end, Core Scientific operated its own fleet of more than 80,000 bitcoin miners, producing 8.2 EH/s.

Hosting

In addition to its self-mining fleet, as of

February 28, 2022, Core Scientific provided infrastructure, technology and operating support