0001839341 FALSE Core Scientific, Inc./tx 838 Walker Road Suite 21-2105 Dover Delaware 0001839341 2025-05-07 2025-05-07 0001839341 us-gaap:CommonStockMember 2025-05-07 2025-05-07 0001839341 core:WarrantExercisePriceOf6.81PerShareMember 2025-05-07 2025-05-07 0001839341 core:WarrantExercisePriceOf0.01PerShareMember 2025-05-07 2025-05-07

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): May 7, 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 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 2.02 Results of Operations and Financial Condition
On May 7, 2025, the Company issued a press release announcing its financial results for the first fiscal quarter ended March 31, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
On May 7, 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 May 7, 2024
99.2 |  | Company Presentation dated May 7, 2024
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: May 7, 2024 |  |
| By: | /s/ Todd M. DuChene
| Name: | Todd M. DuChene
| Title: | Chief Legal Officer and Chief Administrative Officer