Core Scientific, Inc./tx 8-K

What Happened

• On February 18, 2026, Core Scientific, Inc. filed an 8-K reporting a Cooperation Agreement with Two Seas Capital LP. Under the agreement the company will add three independent directors in stages (one immediately, one by Sept 15, 2026, and one before the 2027 annual meeting) and made certain board-size and nomination commitments. Separately, Jordan Levy, the Chairman of the Board, notified the company he will not stand for re-election at the 2026 Annual Meeting; he said this decision is not due to any disagreement with the company. Two Seas agreed to customary standstill and voting commitments.

Key Details

• Agreement date: February 18, 2026; Cooperation Agreement filed as Exhibit 10.1.
• Director appointments/timing: 1) one independent director to be appointed after execution and before March 15, 2026; 2) a second independent director prior to, or as soon as practicable following, the 2026 Annual Meeting but no later than September 15, 2026; 3) a third independent director prior to the 2027 Annual Meeting.
• Board-size and nomination limits: Until the 2027 Annual Meeting, the company will not increase its board size above nine directors or reduce the board in a manner that would force resignation of any newly appointed director without Two Seas’ consent; one current director will not be nominated for re-election at the 2027 meeting.
• Governance commitments: Two Seas agreed to a one-year standstill and voting commitments effective through the 2027 Annual Meeting; the parties also agreed to customary representations and mutual non‑disparagement.

Why It Matters

• These governance changes give Two Seas a formal role in shaping the board, which can affect company oversight and strategic direction. The scheduled timeline for adding independent directors and the board-size constraints create a clear path for near-term board composition changes. Jordan Levy’s decision not to seek re-election as chairman signals an upcoming leadership transition at the board level. While the filing contains no financial guidance or deal terms beyond governance commitments, investors should view this as a material governance development that could influence management oversight and shareholder voting dynamics.