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 24, 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 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 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 1.~~02 Results~~01. ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On March 2 4, 2026 (the “Closing Date”), Core Scientific, Inc. (the “Company”) ~~issued~~entered into a loan ~~press~~facility ~~release~~Credit ~~announcing~~Agreement ~~its~~(the ~~financial~~“Credit ~~results~~Agreement”), ~~for~~by and among the ~~fourth~~Company, ~~fiscal~~as ~~quarter~~borrower, ~~ended~~the ~~December 31~~lenders party thereto from time to time (the “Lenders”) and Morgan Stanley Senior Funding, ~~2025~~Inc. A(“MSSF”), ~~copy~~as ofadministrative agent and collateral agent. The Credit Agreement provides for a senior secured loan facility (the ~~press~~“Term ~~release~~Loan isFacility”) ~~furnished~~in ~~hereto~~an asaggregate ~~Exhibit~~principal 99amount of $500.10 ~~and~~million. isThe ~~incorporated~~Credit ~~herein~~Agreement also provides for an accordion feature that allows the Company to request an increase in commitments under the Credit Agreement by ~~reference~~up to an additional $500.0 million.

~~Item~~Subject ~~4.02 Non-Reliance~~to certain customary conditions, the Company may borrow funds available under the Term Loan Facility, in up to ten separate advances, during the period commencing on ~~Previously~~the ~~Issued~~Closing ~~Financial~~Date ~~Statements~~and orending aon ~~Related~~the ~~Audit~~date ~~Report~~that oris ~~Completed~~one ~~Interim~~business ~~Review~~day prior to the Maturity Date (as defined below). The Company borrowed the full $500.0 million initially available under the Credit Agreement on March 5, 2026.

OnProceeds ~~February~~of ~~25,~~loans ~~2026,~~under the ~~Audit~~Term ~~Committee~~Loan ~~(the~~Facility ~~“Audit~~will ~~Committee”~~be used (a) for general corporate purposes related to the development of data center assets, including, without limitation, equipment purchases and deposits, energy and commodity deposits, real property acquisition costs and deposits, and pre-development costs, but excluding the ~~Board~~repayment of ~~Directors~~any indebtedness or making of any dividends or other distributions on the Company’s stock, inand ~~consultation~~(b) ~~with~~to ~~management,~~pay ~~determined~~fees ~~that~~and expenses related to the Company’s ~~consolidated~~entry ~~financial~~into ~~statements~~the ~~for~~Credit ~~the~~Agreement. ~~three~~The Term Loan Facility will mature, and ~~six~~all ~~months~~obligations ~~ended~~thereunder ~~June~~will ~~30,~~become ~~2024~~due and payable, on the ~~three~~date ~~and~~that ~~nine~~is ~~months~~364 ~~ended~~days ~~September~~after ~~30,~~the ~~2024,~~Closing Date (the ~~year~~“Maturity ~~ended~~Date”). ~~December~~Loans ~~31,~~under ~~2024,~~ the ~~three~~Term ~~months~~Loan ~~ended~~Facility ~~March~~bear 31interest at a rate equal to term SOFR (subject to a 0% floor), ~~2025~~plus an applicable margin of 2.50% per annum. Assuming all initial committed amounts are drawn under the Term Loan Facility, the ~~three~~Company ~~and~~would ~~six~~be ~~months~~required ~~ended~~to ~~June~~pay ~~30,~~up ~~2025,~~to $7.5 million in commitment and exit fees. In addition, the ~~three~~Company ~~and~~will ~~nine~~owe ~~months~~to ~~ended~~the ~~September~~Lenders ~~30,~~delayed ~~2025~~syndication (fees if the ~~“Non-Reliance~~Term ~~Periods”)~~Loan ~~should~~Facility noremains ~~longer~~outstanding beat ~~relied~~various ~~upon~~points ~~due~~in totime, ~~the~~commencing ~~accounting~~106 ~~errors~~days ~~described~~after ~~below.~~the Closing Date.

~~During~~The ~~the~~Company’s ~~preparation~~obligations ofunder the ~~consolidated~~Credit ~~financial~~Agreement ~~statements~~are ~~for~~guaranteed ~~the~~by ~~year~~certain ~~ended~~direct ~~December~~or 31indirect, ~~2025,~~wholly ~~the~~owned ~~Company~~material ~~determined~~domestic ~~that~~subsidiaries ~~property, plant and equipment was overstated as a result~~ of the ~~improper~~Company ~~continued~~(collectively, ~~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~~Guarantors”) ~~colocation~~and ~~infrastructure,~~are ~~which~~secured ~~impacted~~by ~~the~~a ~~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~~first-~~Reliance~~priority ~~Periods.~~lien ~~Specifically,~~on ~~the~~substantially ~~carrying~~all ~~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~~Company inand ~~which~~ the ~~commitment to demolish was made~~Guarantors.

~~Concurrently~~The ~~with~~Credit ~~the~~Agreement ~~filing~~requires ofcommitments ~~this~~thereunder ~~Current~~to ~~Report~~be ~~on Form 8-K~~reduced, ~~the~~and ~~Company~~loans ~~is filing amendments~~ to ~~its~~be ~~Annual~~prepaid, ~~Report~~with, onamong ~~Form~~others, ~~10-K~~and ~~for~~subject ~~the~~to ~~fiscal~~customary ~~year ended December 31~~exceptions, ~~2024,~~(a) ~~filed~~100% ~~with~~of the ~~Securities~~net ~~and~~cash ~~Exchange~~proceeds ~~Commission~~of ~~(the~~certain ~~“SEC”)~~non-ordinary oncourse ~~February~~asset ~~27,~~sales ~~2025~~by (the ~~“Amended~~Company ~~2024~~or ~~Form~~any ~~10-K”),~~of ~~and~~ its ~~Quarterly~~subsidiaries, ~~Reports~~(b) on100% ~~Form~~of ~~10-Q~~any ~~for~~new ~~the~~debt ~~quarterly~~for ~~periods~~borrowed ~~ended~~money ~~March~~incurred ~~31,~~by ~~2025,~~the ~~June~~Company ~~30,~~or ~~2025~~any ~~and~~of ~~September~~its 30subsidiaries, ~~2025,~~(c) ~~filed~~100% ~~with~~of the ~~SEC~~net oncash ~~May~~proceeds 7,of ~~2025,~~casualty ~~August~~insurance 9,or ~~2025~~condemnation awards, and/or ~~October~~liquidated ~~24,~~damages ~~2025,~~in ~~respectively~~connection ~~(such~~with ~~amended~~any ~~reports~~suspension, ~~together~~delay ~~with~~or ~~the~~termination ~~Amended~~in ~~2024~~the ~~Form~~development ~~10-K,~~of ~~the~~data ~~“Amended~~center ~~Reports”)~~assets, inreceived ~~each~~by ~~case to correct~~ the ~~errors~~Company ~~described~~or ~~above~~any inof its ~~previously~~subsidiaries, ~~issued~~(d) ~~consolidated~~100% ~~financial~~of ~~statements~~the ~~for~~actual ~~the~~cash ~~Non-Reliance~~proceeds ~~Periods.~~of Asany ~~all~~equity ~~material~~raises ~~restatement~~completed ~~information~~by isthe ~~expected~~Company toand be(e) ~~included~~100% inof ~~the~~any ~~Amended~~amounts ~~Reports,~~received by the Company ~~does~~or ~~not intend to amend~~ any of its ~~previously~~subsidiaries ~~filed~~in ~~Quarterly~~respect ~~Reports~~of onconstruction ~~Form~~management ~~10-Q for the quarterly periods ended June 30~~fees, ~~2024~~development ~~and September 30~~fees, ~~2024.~~completion ~~Accordingly,~~payments ~~investors~~ and ~~others~~incentive ~~should~~fees. ~~rely~~In ~~only~~addition, on the ~~financial~~Company ~~information~~may ~~and~~prepay ~~other disclosures regarding~~ the ~~Non-Reliance~~loans ~~Periods~~under in the ~~Amended~~Credit ~~Reports and in any future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports~~Agreement, ~~earnings releases~~ and ~~investor~~terminate ~~presentations and other communications describing~~ the ~~Company’s~~commitments ~~previously issued financial statements~~thereunder, ~~financial~~at ~~results,~~any ~~and~~time ~~other~~at ~~related~~its ~~financial~~option ~~information~~with ~~related~~no topenalty ~~the~~or ~~Non-Reliance Periods~~premium.

~~As a result of the errors described above, the Company has identified a material weakness in its internal control over financial reporting.~~ The ~~Company’s~~Credit ~~management~~Agreement ~~reevaluated~~contains ~~the~~customary ~~effectiveness~~affirmative ~~of the Company’s internal control over financial reporting~~ and ~~disclosure~~negative ~~controls~~covenants ~~and procedures and concluded~~ that ~~the~~are ~~Company’s~~typical ~~internal~~for ~~control~~facilities ~~over financial reporting~~ and ~~disclosure~~transactions ~~controls and procedures were not effective as~~ of ~~the~~this ~~respective~~type ~~end~~and ~~dates~~nature ofand ~~each of the Company’s fiscal years ended December 31~~that, ~~2024~~among ~~and~~other ~~December 31~~things, ~~2025,~~restrict ~~and~~ the Company’s ~~disclosure controls~~ and ~~procedures were not effective as of the respective end dates of each of~~ its ~~interim~~subsidiaries’ ~~Non-Reliance~~ability ~~Periods~~to ~~within~~incur ~~fiscal~~additional ~~2025. Specifically~~indebtedness, ~~the~~create ~~Company~~liens, ~~did~~consolidate ~~not~~or ~~effectively~~merge, ~~operate~~make ~~controls~~acquisitions toand ~~account~~other ~~for~~investments, ~~intended~~guarantee ~~demolition~~obligations of ~~building~~third ~~and infrastructure assets~~parties, ~~including~~make ~~evaluation~~loans ofor ~~impairment~~advances, ~~related~~declare toor ~~the~~pay ~~conversion~~certain ofdividends ~~facilities~~or ~~from~~distributions ~~digital~~on ~~asset mining operations to HPC colocation infrastructure due to insufficient complement of trained personnel. As a result of~~ the ~~material weakness, Marcum LLP, the~~ Company’s ~~independent~~stock, ~~registered~~redeem ~~public~~or ~~accounting~~repurchase ~~firm~~shares ~~for~~of the ~~fiscal~~Company ~~year ended December 31~~stock, ~~2024,~~engage ~~has~~in ~~determined~~transactions ~~that~~with ~~its~~affiliates ~~report~~and onenter ~~internal~~into ~~control~~agreements ~~over~~restricting ~~financial reporting as of December 31, 2024, dated February 26, 2025 and included in~~ the ~~Annual~~Company ~~Report~~subsidiaries’ onability ~~Form~~to ~~10-K~~pay ~~for~~dividends ~~the~~or ~~fiscal~~dispose ~~year~~of ~~ended~~assets. ~~December~~These ~~31,~~covenants ~~2024,~~are ~~will~~subject ~~be revised~~ to ana ~~adverse~~number ~~opinion~~of ~~that~~qualifications ~~internal control over financial reporting was ineffective~~ and ~~reissued.~~limitations ~~The~~set ~~revised~~forth ~~opinion will be filed~~ in the ~~Amended~~Credit ~~2024 Form 10-K~~Agreement.

The ~~Company~~Credit isAgreement inprovides ~~the~~for ~~process~~customary events of ~~developing~~default, ~~and~~including, ~~implementing~~but anot ~~remediation~~limited ~~plan~~ to, ~~address~~failure ~~the~~to ~~material~~pay ~~weakness~~principal and ~~will~~interest, ~~report~~failure ~~its~~to ~~remediation~~comply ~~efforts~~with ~~along~~covenants, ~~with~~agreements ~~this~~or ~~material~~conditions, ~~weakness~~and incertain events of bankruptcy or insolvency involving the ~~Amended~~Company ~~Reports~~and its material subsidiaries.

~~Company~~The ~~management~~foregoing ~~and~~summary ~~the~~description ~~Audit~~of ~~Committee have discussed~~ the ~~matters~~Credit ~~disclosed~~Agreement ~~above~~is ~~with~~qualified ~~KPMG~~in ~~LLP,~~its ~~the~~entirety ~~Company’s~~by ~~independent~~reference ~~registered~~to ~~public~~the ~~accounting~~copy ~~firm~~of ~~for~~ the ~~fiscal~~Credit ~~year~~Agreement ~~ended~~filed ~~December~~as ~~31,~~Exhibit ~~2025,~~10.1 ~~and~~to ~~Marcum~~this ~~LLP,~~Current ~~the~~Report ~~Company's~~on ~~independent~~Form ~~registered~~8-K ~~public~~and ~~accounting~~incorporated ~~firm~~herein ~~for~~by ~~the fiscal year ended December 31, 2024~~reference.

~~Forward~~Item ~~Looking~~2.03. ~~Statements~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~This~~The ~~Current~~information Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements may include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements relating to the impact of the restatement of the financial statements in ~~the~~Item ~~Amended Reports and the timing of the remediation of the identified material weakness~~1.01 ~~These~~above ~~statements~~is ~~are~~incorporated ~~provided~~by ~~for~~reference ~~illustrative~~into ~~purposes only and are based on various assumptions, whether or not identified in~~ this ~~press~~Item ~~release, and on the current expectations of the Company’s management~~2. ~~These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability~~03. ~~Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.~~

~~These~~Item forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated8. ~~These risks, assumptions and uncertainties include those described in the Company’s annual and quarterly reports filed with the SEC~~01. IfOther one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statementsEvents.

~~Item~~On 7March 5, 2026, the Company issued a press release announcing that it entered into the Credit Agreement.~~01 Regulation~~ FDA ~~Disclosure~~copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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:

ExhibitNo.						Description
99.1						Press Release dated March 2, 2026
10.1						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.
99.2						Company Presentation dated March 2, 2026
99.1						Press Release dated March 5, 2026
104						Cover 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 2, 2026
Dated: March 6, 2026
	By:	/s/ Todd M. DuChene
	Name:	Todd M. DuChene
	Title:	Chief Legal Officer and Chief Administrative Officer

Filing Compare · Core Scientific, Inc./tx