Core Scientific, Inc./tx 8-K/A

What Happened Core Scientific, Inc. announced on February 18, 2026 that it entered into a Cooperation Agreement with Two Seas Capital LP. Under the agreement the company will add three independent directors in stages: one appointed immediately (no later than March 15, 2026), a second appointed prior to or soon after the 2026 annual meeting (but no later than September 15, 2026), and a third appointed before the 2027 annual meeting. At a regularly scheduled board meeting the same day, Chairman Jordan Levy notified the board he will not stand for re-election at the 2026 annual meeting; he said the decision is personal and not due to any disagreement with the company.

Key Details

• Agreement dated February 18, 2026 with Two Seas Capital LP.
• Director appointments: 1 by Mar 15, 2026; 2nd by Sep 15, 2026 at the latest; 3rd before the 2027 annual meeting.
• Board size constraint: will not be increased above 9 directors nor decreased in a way that forces new directors to resign, without Two Seas’ consent, through the 2027 annual meeting.
• Two Seas agreed to a one-year standstill and voting commitments through the 2027 annual meeting; the parties also agreed to customary representations and mutual non‑disparagement.
• Chairman Jordan Levy will not stand for re-election at the 2026 annual meeting (personal decision; not due to disagreement).

Why It Matters This filing signals a governance agreement that gives Two Seas a role in selecting new independent directors, which may influence Core Scientific’s board composition and oversight. The standstill and voting commitments reduce the risk of an immediate proxy contest while the parties implement the board changes. For investors, the key takeaways are potential shifts in board oversight and leadership (the chairman’s planned departure), but no financial terms or operational changes were disclosed in the 8-K.