DEF 14A

Mr. Sullivan has served on our Board of Directors since January 23, 2024. Mr. Sullivan has served as our President since May 15, 2023 and as our Chief Executive Officer since August 2, 2023. Prior to joining the Company, from 2017 to 2023, Mr. Sullivan served as Managing Director and Head of the Digital Assets and Infrastructure Group at XMS Capital Partners (a financial advisory firm) where he oversaw over $5 billion of transactions. While employed at XMS Capital Partners, Mr. Sullivan represented Power and Digital Infrastructure Acquisition Corporation in its acquisition of Core Scientific Holding Co., a predecessor, and its subsidiary entities (collectively, “Legacy Core”) in 2021. He received his B.A. in Financial Economics from the University of Rochester.

We believe that Mr. Sullivan’s expertise with respect to the bitcoin mining and digital data center industries and the operation of our business provide him with the qualifications and skills to serve on our Board of Directors.

Adam Sullivan

President and CEO

Age: 34

Director Since: 2024

Committees:

N/A

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Core Scientific, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

2026

Notice of Annual Meeting of Stockholders

and Proxy Statement

CORE SCIENTIFIC 2026 PROXY STATEMENT

Letter to Stockholders

LETTER TO STOCKHOLDERS

During 2025, Core Scientific made meaningful progress in its transition toward high-density colocation infrastructure. The year was defined by execution: taking a large, contracted opportunity, expanding it, and translating it into physical development across multiple sites.

Early in 2025, we expanded our agreement with CoreWeave by an additional 70 megawatts, bringing total contracted capacity to approximately 590 megawatts across five data center sites and increasing projected revenue over the 12-year term to more than $10 billion. This agreement gives us scale, visibility, and a long-term framework for growth.

With this contracted capacity in place, a major focus in 2025 was execution and the delivery of the power and infrastructure required to support large-scale artificial intelligence and high-performance computing deployments by advancing projects in: Denton, Texas; Marble, North Carolina; Muskogee, Oklahoma; and Dalton, Georgia. This included solving for power, construction sequencing, equipment delivery, and operational coordination at a level of complexity that few companies have managed at comparable speed.

The scale of that effort was substantial. Across four locations, we advanced development of more than 1 million square feet of data center shell, installed nearly $2 billion of infrastructure assets, and supported more than 5 million labor hours, with an average of approximately 3,300 workers on site. In total, these buildouts represent more than $5 billion of infrastructure investment, the substantial majority of which is expected to be funded by our customer.

These figures are important because they reflect tangible progress towards building out the next generation of AI infrastructure. As of the date of this Proxy Statement, we had energized approximately 350 megawatts across these sites, with more than 180 megawatts online and billing. The work of building is now beginning to show up in the economics of the business.

2025 unfolded against a market backdrop, where at times, there were questions on the durability of AI demand. Our view remains that this industry is still in its early innings. The more important question for us is not whether demand would fluctuate quarter to quarter, but whether we are building the right assets in the right locations with the discipline required to serve long-duration customer needs.

The year also strengthened our position beyond existing contracts. As we advanced contracted capacity, we also continued to create a broader runway for growth: delivery of 2026 capacity tied to existing commitments, development pathways across multiple locations that are not yet under contract, and a larger opportunity set for future customers seeking ready, scalable infrastructure. Value in this sector comes not only from current deployments, but from controlling sites, ordering long-lead equipment, and moving projects through early pre-construction work before demand fully crystallizes.

That is how we are deploying capital: with a practical focus on projects we believe offer the most attractive long-term returns, including site acquisitions, long-lead equipment orders, and early-stage development work that can accelerate future delivery.

We believe 2026 will mark an important inflection point for Core Scientific. 2025 was the year of building and energizing capacity, and we believe 2026 will be the year in which that effort becomes increasingly visible in revenue, operating profile, and new customer opportunities. We are entering the year with stronger infrastructure, deeper execution experience, and a broader strategic footing than we had a year ago.

Thank you for your continued support.

LOGO

Adam Sullivan

President and Chief Executive Officer

LOGO

CORE SCIENTIFIC 2026 PROXY STATEMENT

Notice of Annual Meeting

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS

Date and Time:

Tuesday, May 12, 2026

10:00 a.m. Eastern Time

Meeting Place:

At www.virtualshareholdermeeting.com/CORZ2026

Dear Fellow Stockholder,

It is my pleasure to invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Core Scientific, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually via live webcast available at www.virtualshareholdermeeting.com/CORZ2026, on Tuesday, May 12, 2026 at 10:00 a.m. Eastern Time. Stockholders attending the Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in 15 minutes before 10:00 a.m Eastern Time on May 12, 2026 to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

1.	To elect the Board of Directors’ five nominees for director identified in the attached proxy statement to hold office until the 2027 Annual Meeting of Stockholders.

2.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement.

3.	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The record date (the “Record Date”) for the Annual Meeting is March 23, 2026. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

LOGO

Todd M. DuChene

Chief Legal and Administrative Officer and Secretary

Dover, Delaware

March 31, 2026




		Your vote is important! Please vote. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 12, 2026. The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available at h.t.t.p.s://investors.corescientific.com and www.virtualshareholdermeeting.com/CORZ2026 It is important that proxies be completed and submitted promptly. Therefore, whether or not you plan to be present at the Annual Meeting, please submit your vote by proxy via the internet, by telephone or by mail in the enclosed postage-paid envelope in accordance with the accompanying instructions.

CORE SCIENTIFIC 2026 PROXY STATEMENT

Table of Contents

| i

TABLE OF CONTENTS


PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS			1

PROPOSAL 1 ELECTION OF DIRECTORS			7

INFORMATION REGARDING DIRECTOR NOMINEES			8

Information Regarding Director Nominees			8

CORPORATE GOVERNANCE AND RELATED MATTERS			11

Communications with Directors			11

Meetings of the Board of Directors			11

Board of Directors Independence			11

Board of Directors Leadership Structure			11

Role of the Board of Directors in Risk Oversight			12

Board of Directors Committees			12

Audit Committee			13

Report of the Audit Committee of the Board of Directors			13

Compensation Committee			14

Nominating and Corporate Governance Committee			15

Code of Business Conduct and Ethics			16

Insider Trading Policy; Prohibition on Hedging, Short Sales, and Pledging			17

PROPOSAL 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			18

EXECUTIVE OFFICERS			19

LETTER FROM THE CHAIR OF THE COMPENSATION COMMITTEE			20

COMPENSATION DISCUSSION AND ANALYSIS			22

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			43

EXECUTIVE COMPENSATION			44

Summary Compensation Table			44

Outstanding Equity Awards at Fiscal Year-End of 2025			47


CEO PAY RATIO			51

PAY VERSUS PERFORMANCE			52

NON-EMPLOYEE DIRECTOR COMPENSATION			59

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			61

PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			62

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64

TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			66

Indemnification Agreements			66

Other Related Party Transactions			66

Related Person Transaction Policy			66

STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING			67

HOUSEHOLDING OF PROXY MATERIALS			68

OTHER MATTERS			69

APPENDIX A			A-1

CORE SCIENTIFIC 2026 PROXY STATEMENT

Proxy Statement for the 2026 Annual Meeting of Stockholders

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CORE SCIENTIFIC, INC.

838 Walker Road

Suite 21-2105

Dover, Delaware 19904

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

May 12, 2026

Questions and answers about these proxy materials and voting

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the board of directors (the “Board of Directors” or “Board”) of Core Scientific, Inc. (sometimes referred to as “the Company,” “Core,” “we” and “our”) is soliciting, on the Company’s behalf, your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to first mail the Notice and make this proxy statement (the “Proxy Statement”) and the form of proxy available to stockholders on or about March 31, 2026.

How do I attend the Annual Meeting?

We will be hosting the Annual Meeting via live audio webcast only. Stockholders will not be able to physically attend the Annual Meeting. You are entitled to attend the Annual Meeting if you were a stockholder of record as of the close of business on March 23, 2026 (the “Record Date”), or hold a valid proxy for the meeting. You can attend the annual meeting by visiting www.virtualshareholdermeeting.com/CORZ2026, where you will be able to listen to the Annual Meeting live, submit questions and vote online.

The meeting will be held on Tuesday, May 12, 2026 at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting 15 minutes prior to the start time to allow time for online check-in. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all stockholders regardless of their location. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

In order to enter the Annual Meeting virtually, you will need the unique 16-digit control number, which is included on your Notice or proxy card if you are a common stockholder of record or included with your voting instruction card and voting instructions received from your broker, bank, trustee, or nominee if you are the beneficial owner of the shares held in “street name.”

Can I ask questions at the Annual Meeting?

Stockholders will have the ability to submit questions during the Annual Meeting via the Annual Meeting website at www.virtualshareholdermeeting.com/CORZ2026. Questions may be submitted online shortly prior to, and during, the Annual Meeting by logging in with the 16-digit control number at www.virtualshareholdermeeting.com/CORZ2026. Additional information regarding the rules and procedures for participating in the virtual Annual Meeting will be provided in our rules of conduct for the Annual Meeting, which stockholders can view during the meeting at www.virtualshareholdermeeting.com/CORZ2026.

What if I have technical difficulties or trouble accessing the virtual meeting website?

Technicians will be available to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the online check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log in page.

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Proxy Statement for the 2026 Annual Meeting of Stockholders

What if I cannot virtually attend the Annual Meeting?

You may vote your shares electronically before the meeting by internet, by proxy or by telephone as described below. You do not need to access the Annual Meeting audio-only webcast to vote if you submitted your vote via proxy, by internet or by telephone in advance of the Annual Meeting.

Who can vote at the Annual Meeting?

Only common stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 315,594,802 shares of common stock outstanding and entitled to vote. A list of stockholders entitled to vote at the Annual Meeting will be available at our principal executive offices for examination during ordinary business hours by any stockholder for any purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting through the close of the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If on the Record Date, your shares of common stock were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting virtually or vote by proxy prior to the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return your vote by proxy through the Internet or over the telephone or vote by proxy using a proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date, your shares were held not in your name but rather in an account at a brokerage firm, bank, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record you may not vote your shares at the Annual Meeting even if you participate virtually unless you request and obtain a valid proxy from your broker, bank, or other agent.

How many votes do I have?

Each holder of our common stock will have one vote per share of common stock held as of the Record Date.

What am I voting on?

There are three matters scheduled for a vote:

•

The election of the Board of Directors’ five nominees for director named in this Proxy Statement, each to hold office until the 2027 Annual Meeting of Stockholders (Proposal 1);

•

Approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement (Proposal 2); and

•

Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 3).

What if another matter is properly brought before the Annual Meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. To vote all of your shares by proxy, you must complete, date, sign and return each proxy card and voting instruction form that you receive or vote over the telephone or via the internet the shares represented by each e-mail, proxy card or voting instruction form that you receive. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

CORE SCIENTIFIC 2026 PROXY STATEMENT

Proxy Statement for the 2026 Annual Meeting of Stockholders

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How do I vote?

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting or you may vote by proxy through the Internet, over the telephone or using a proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote electronically even if you have already voted by proxy.

•

To vote online at the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/CORZ2026 during the Annual Meeting while the polls are open and follow the instructions provided. You will be asked to provide the 16-digit control number from the Notice or proxy card and follow the instructions.

•

To vote in advance of the Annual Meeting through the Internet, go to www.virtualshareholdermeeting.com/CORZ2026 to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the Notice or proxy card. Your Internet vote must be received by 11:59 p.m., Eastern Time, on May 11, 2026 to be counted.

•

To vote in advance of the Annual Meeting over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the 16-digit control number from the proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time, on May 11, 2026 to be counted.

•

To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a copy of the Notice containing voting instructions from that organization rather than from us. You must follow these instructions for your bank, broker, or other stockholder of record to vote your shares per your instructions. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank.




		We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from internet access providers and telephone companies.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing the proxy card that may be delivered to you, by telephone, through the Internet or electronically at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of the Board of Directors:

•

“FOR” the election of each of the five nominees for director named in this Proxy Statement (Proposal 1). If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for such nominee will instead be voted for the election of a substitute nominee proposed by us;

•

“FOR” the non-binding, advisory approval of executive compensation (Proposal 2); and

•

“FOR” the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 3).

If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Proxy Statement for the 2026 Annual Meeting of Stockholders

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank, or other agent how to vote your shares, your broker, bank, or other agent may still be able to vote your shares in its discretion. Brokers, banks, and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposals 1 and 2 are considered to be “non-routine,” meaning that your broker may not vote your shares on this proposal in the absence of your voting instructions. However, Proposal 3 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 3. Accordingly, if you own shares through a nominee, such as a broker, bank, or other agent, please be sure to instruct your nominee how to vote to ensure that your vote is counted on all of the proposals.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposals 1 and 2 are considered to be “non-routine,” and we therefore expect broker non-votes to exist in connection with these proposals.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

You may grant a subsequent proxy by telephone or through the Internet.

•

You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 838 Walker Road, Suite 21-2105, Dover, Delaware 19904.

•

You may attend the Annual Meeting virtually and vote online. Simply attending the Annual Meeting virtually will not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting virtually, we recommend that you also submit your proxy or voting instructions or vote by telephone or through the Internet so that your vote will be counted if you later decide not to attend the Annual Meeting.

Your most current proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank, or other agent, you should follow the instructions provided by your broker, bank, or other agent.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, (i) with respect to Proposal 1, votes “FOR,” “WITHHOLD” and broker non-votes; and (ii) with respect to Proposals 2 and 3, votes “FOR,” “AGAINST,” abstentions and broker non-votes (although no broker non-votes are expected on Proposal 3).

CORE SCIENTIFIC 2026 PROXY STATEMENT

Proxy Statement for the 2026 Annual Meeting of Stockholders

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What vote is required for adoption or approval of each proposal and how will votes be counted?


Proposal	Vote Required for Approval	Effect of Abstentions or Withhold Votes, As Applicable	Effect of Broker Non-Votes	Board of Directors Recommendation
1. Election of Director named in this Proxy Statement	Directors are elected by a plurality of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. In other words, the five nominees receiving the most “FOR” votes will be elected.	No Effect	No Effect	“FOR” its nominee
2. Advisory approval of the compensation of the Company’s Named Executive Officers	The affirmative vote of the holders of a majority of the votes cast on the proposal. A majority of the votes cast means that the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal for the proposal to be approved. Because this proposal is an advisory vote, the result will not be binding on our Board of Directors.	No Effect	No Effect	“FOR”
3. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026	The affirmative vote of the holders of a majority of the votes cast on the proposal. A majority of the votes cast means that the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal for the proposal to be approved.	No Effect	Not applicable	“FOR”

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at the Annual Meeting are present at the Annual Meeting in person, by remote communication, if applicable, or represented by proxy. On the Record Date, there were 315,594,802 shares outstanding and entitled to vote at the Annual Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote electronically at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of voting power of the shares present at the Annual Meeting in person, by remote communication, or represented by proxy and entitled to vote thereon, may adjourn the Annual Meeting to another date.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to the proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners. We expect to pay MacKenzie Partners, Inc., a fee of $14,500 plus reasonable expenses for these services.

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Proxy Statement for the 2026 Annual Meeting of Stockholders

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

CORE SCIENTIFIC 2026 PROXY STATEMENT

Proposal 1: Election of Directors

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PROPOSAL 1

ELECTION OF DIRECTORS

General

Our Board of Directors currently consists of six directors. Jordan Levy, the Chairman of the Board, will not stand for re-election to the Board at the Annual Meeting. Effective upon the expiration of Mr. Levy’s term at the Annual Meeting and immediately prior to the election of directors at the Annual Meeting, the Board of Directors has determined to reduce the size of the Board to five members.

Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated each of the following individuals for election to the Board at the Annual Meeting:

•

Jeff Booth

•

Elizabeth Crain

•

Yadin Rozov

•

Adam Sullivan

•

Eric Weiss

Each of the nominees is currently a member of our board of directors. Each of Mr. Booth, Mr. Rozov and Mr. Weiss was appointed to our Board of Directors on January 23, 2024, pursuant to the Company’s plan of reorganization under the jointly administered Chapter 11 cases under the caption “CORE SCIENTIFIC, INC. et al Debtors” and set forth in the Fourth Amended Joint Chapter 11 Plan of Core Scientific and its affiliated debtors, dated January 15, 2024. Ms. Crain was appointed to our Board of Directors on May 14, 2025 to fill the vacancy on the Board created by the resignation of Todd Becker. Mr. Sullivan was previously elected to the Board by our stockholders at our 2025 annual meeting of stockholders.

Each director elected at the Annual Meeting will hold office until the 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal.

Pursuant to the Company’s Third Amended and Restated Bylaws, vacancies on the Board of Directors may be filled by persons elected by a majority of the remaining directors. A director elected by our Board of Directors to fill a vacancy, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term and until the director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal.

In February 2026, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Two Seas Capital LLC (“Two Seas”), pursuant to which we agreed to: (i) appoint one independent director following the execution of the Cooperation Agreement and prior to March 15, 2026, (ii) appoint a second independent director as soon a reasonably practicable following the Annual Meeting, but in no event later than September 15, 2026, and (iii) appoint a third independent director prior to the 2027 annual meeting of stockholders, in each case, in consultation with Two Seas. Until the 2027 annual meeting of stockholders, we agreed to not increase the size of the Board of Directors in excess of nine directors or decrease the size of the Board of Directors if such decrease would require resignation of one of the new directors, in each case without the prior consent of Two Seas. In March 2026, we and Two Seas agreed to delay the appointment of the initial independent director until after the Annual Meeting in order to provide more time to identify a suitable candidate.

We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason or should for good cause decline to serve, proxies will be voted for a substitute as designated by the Board of Directors, or alternatively, the Board of Directors may leave a vacancy on the Board or reduce the size of the Board.




						Recommendation of the Board of Directors

						The Board of Directors recommends voting “FOR” each director nominee named above.

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Information Regarding Director Nominees

INFORMATION REGARDING DIRECTOR NOMINEES

The following is a brief biography of our nominees for director and a discussion of the specific experience, qualifications, attributes, or skills of the nominees that led us to conclude that such persons should serve as directors. We believe that, as a whole, the Board of Directors possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight.

No director nominee is related by blood, marriage, or adoption to any other director nominee or executive officer. No arrangements or understandings exist between any director nominee and any other person pursuant to which such person was selected as a nominee. Further, there are no legal proceedings to which any director nominee or continuing director is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Information Regarding Director Nominees

CORE SCIENTIFIC 2026 PROXY STATEMENT

Information Regarding Director Nominees

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Information Regarding Director Nominees

CORE SCIENTIFIC 2026 PROXY STATEMENT

Corporate Governance and Related Matters

| 11

CORPORATE GOVERNANCE AND RELATED MATTERS

Communications with Directors

Stockholders and other parties interested in communicating directly with the Chair, any committee chair, or with non-employee directors individually or as a group may do so by sending a written communication to the Board or such director at c/o Core Scientific, Inc., 838 Walker Road, Suite 21-2105, Dover, Delaware 19904. Each communication will be reviewed by the Corporate Secretary to determine whether it is appropriate for presentation to our board or such director. Examples of inappropriate communications include product complaints, product inquiries, new product suggestions, resumes or job inquiries, surveys, solicitations or advertisements, or hostile communications.

Communications determined by the Corporate Secretary to be appropriate for presentation to our board or such director will be submitted to our board or such director on a periodic basis. Concerns relating to accounting, internal controls or auditing matters are promptly brought to the attention of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Meetings of the Board of Directors

During 2025, the Board of Directors held 18 meetings. In 2025, each director attended more than 75% of the total Board of Directors and committee meetings (for committees on which he or she served). Under Core Scientific’s Corporate Governance Principles, each director is expected to commit the time necessary to prepare for and attend all Board of Directors and committee meetings, as well as the Annual Meeting of Stockholders. All members of the Board of Directors are expected to attend the Annual Meeting.

Board of Directors Independence

As required under the Nasdaq Stock Market, LLC (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Board of Directors consults with its counsel to ensure that the Board of Director’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant facts and circumstance, including any identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board of Directors has affirmatively determined that each of Ms. Crain and Messrs. Booth, Levy, Rozov and Weiss are “independent” as defined by applicable Nasdaq rules, and each of Todd Becker and Jarrod Patten were “independent” during the period each served on our Board of Directors during 2025.

In making this determination, our Board of Directors found that none of these directors has or had any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, taking into account certain relationships and transactions that occurred in the ordinary course of business between Core Scientific and entities with which some of our directors are or have been affiliated and all other facts and circumstances that our Board of Directors deemed relevant in determining their independence, including their beneficial ownership of our capital stock. Mr. Sullivan is not independent due to his position as our Chief Executive Officer.

Board of Directors Leadership Structure

The Board of Directors maintains the flexibility to determine whether the roles of chairperson of the Board (the “Chair”) and Chief Executive Officer (“CEO”) should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board of Directors believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chair, would not result in better governance or oversight.

At this time, our Board of Directors is chaired by Jordan Levy, an independent non-executive Chair. The Board of Directors intends to appoint a successor Chair following the Annual Meeting.

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The Board of Directors has determined this to be the appropriate leadership structure at this time to carry out its roles and responsibilities on behalf of the Company and its stockholders. The Chair’s responsibility is to ensure that the Board functions properly and to work with our CEO to set the Board’s agenda. Accordingly, the Chair has substantial ability to shape the work of the Board. We expect the Chair to facilitate communication among our directors and between the Board and senior management. While the Chair provides independent leadership, he or she is also expected to work closely with our CEO to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

In the event that the Company does not have an independent Chair, the independent directors may designate a lead independent director. The name of the Chair or lead independent director will be listed in the Company’s Proxy Statement. The lead independent director’s duties shall include: (i) presiding at all meetings of the Board at which the chairperson is not present, including executive sessions of the independent directors; (ii) acting as liaison between the independent directors and the Chief Executive Officer and chairperson; (iii) presiding over meetings of the independent directors; (iv) consulting with the Chair in planning and setting schedules and agendas for Board meetings; and (v) performing such other functions as the Board may delegate.

The Board of Directors will continue to evaluate the separation of the roles of CEO and Chair, as well as the role and responsibilities of the Chair. The Board of Directors intends to act as necessary to ensure that the Board of Directors and management operate with a common purpose and a single, clear chain of command to execute our strategic initiatives and business plans, while facilitating the regular flow of information.

Role of the Board of Directors in Risk Oversight

We face a broad array of risks, including market, operational, strategic, legal, regulatory, reputational, cybersecurity/data security, environmental, social, and financial risks. Our management is responsible for establishing and maintaining systems to manage these risks. One of the key functions of our Board of Directors is to exercise informed oversight of our risk management process. Our Board of Directors does not have a standing risk management committee but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also oversees compliance with legal and regulatory requirements. The Board of Directors and committees receive regular reports from Company management with respect to particular risk exposures and the committee chairs provide regular reports to the Board of Directors with respect to relevant areas of oversight as discussed below.

Board of Directors Committees

The Board of Directors has standing Audit, Compensation and Nominating and Corporate Governance Committees. The following table provides membership information for each of the standing committees of the Board, effective as of the date of the Annual Meeting:


Name	Audit	Compensation	Nominating and Corporate Governance

Adam Sullivan

Jeff Booth	X	X	X

Elizabeth Crain	Chair

Yadin Rozov	X	Chair

Eric Weiss		X	X

The Board of Directors may establish other committees from time to time to facilitate the management of our business. The Board of Directors intends to appoint a successor Chair of the Nominating and Corporate Governance Committee following the Annual Meeting. The Board of Directors has adopted a written charter for each of our committees, each of which is available to stockholders on our investor relations website at https://investors.corescientific.com.

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Below is a description of each standing committee of our board of directors:

Audit Committee

The Audit Committee of the Board of Directors (the “Audit Committee”) is currently composed of three members: Ms. Crain (Chair), Mr. Booth and Mr. Rozov. In addition, each of Mr. Becker and Mr. Patten served as a member of the Audit Committee until his respective resignation from the Board in May 2025. The Audit Committee met five times in 2025.

Our Board of Directors has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of Nasdaq. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. Additionally, our Board of Directors has determined that Ms. Crain is an “audit committee financial expert” within the meaning of SEC rules and meets the financial sophistication requirements of the applicable Nasdaq listing rules. In arriving at this determination, the Board of Directors has examined Ms. Crain’s scope of experience and the nature of her prior and/or current employment and has determined that she qualifies as a financial expert as defined in Item 407(d) of Regulation S-K. Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee.

The primary purpose of the Audit Committee is to discharge the responsibilities of the Board of Directors with respect to oversight of corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the Audit Committee include:

•

managing the selection, engagement, qualifications, independence, and performance of the registered public accounting firm engaged as the Company’s outside auditors to audit the financial statements;

•

approving audit and permissible non-audit services to be performed by the auditors;

•

reviewing with management and the auditors the results of the Company’s annual financial statement audit;

•

reviewing and discussing, as appropriate, with management and the auditors the annual audited and quarterly financial statements and the related disclosures in our annual reports on Form 10-K and quarterly reports on Form 10-Q, as well as our earnings press releases and other financial information and guidance regarding our results of operations;

•

overseeing the design and function of our internal audit function (if any), including reviewing the audit plan of our internal audit team;

•

overseeing the scope, design, adequacy, and effectiveness of our internal control over financial reporting and our disclosure controls and procedures;

•

overseeing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; and

•

reviewing related person transactions.

Report of the Audit Committee of the Board of Directors

The material in this report is not “soliciting material,” is not deemed filed with the Securities and Exchange Commission (the “SEC”) and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025, with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC.

Respectfully submitted,

Elizabeth Crain (Chair)

Jeff Booth

Yadin Rozov

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Corporate Governance and Related Matters

Compensation Committee

The Compensation Committee of the Board of Directors (the “Compensation Committee”) is currently composed of three directors: Mr. Rozov (Chair), Mr. Booth and Mr. Weiss. Our Board of Directors has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and is “independent” as defined under the applicable listing standards of Nasdaq, including the standards specific to members of a compensation committee. The Compensation Committee met seven times in 2025.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors in overseeing the compensation policies, plans and programs of the Company and to review and determine the compensation to be paid to executive officers, directors, and other members of senior management, as appropriate. Specific responsibilities of the Compensation Committee include:

•

reviewing and approving (or making recommendations to the Board for the approval of) the compensation of our Chief Executive Officer, other executive officers and other members of senior management;

•

reviewing and approving (or making recommendations to the Board for the approval of) the type and amount of compensation to be paid or awarded to members of the Board;

•

reviewing the Company’s practices and policies of employee compensation as they relate to risk management and risk-taking incentives;

•

administering the Company’s equity incentive plans and other benefit programs;

•

reviewing and evaluating with the Board and the Chief Executive Officer the succession plans for the Company’s executive officers; and

•

reviewing and administering the Company’s policy or policies for clawback, or recoupment, of incentive compensation.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The Compensation Committee also acts periodically by unanimous written consent in lieu of a formal meeting. The agenda for each meeting is usually developed by the chair of the Compensation Committee, in consultation with our Chief Executive Officer and Chief Legal and Administrative Officer. The Compensation Committee meets regularly in executive session. However, from time to time, the Compensation Committee may invite various members of management and other employees as well as outside advisors or consultants to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding their compensation. The Charter of the Compensation Committee (referred to as the “Charter” in the following two paragraphs) grants the Compensation Committee full access to all books, records, facilities, and personnel of the Company.

In addition, under the Charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting, or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the Charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration the factors prescribed by the SEC and the applicable listing standards of Nasdaq that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

Further, under the Charter, the Chair of the Compensation Committee has the delegated authority to act on behalf of the Compensation Committee in connection with (1) approval of the retention of advisors and outside service providers (including negotiation and execution of their engagement letters) and (2) as may otherwise be determined by the Compensation Committee. The Compensation Committee also may form and delegate authority to one or more subcommittees consisting of one or more members of the Board of Directors (whether or not on the Compensation Committee) to the extent allowed under applicable law and Nasdaq listing requirements. By delegating an issue to the Chair or a subcommittee, the Compensation Committee does not surrender any authority over that issue. Although the Compensation Committee may act on any issue that has been delegated to the Chair or a subcommittee, doing so will not limit or restrict future action by the Chair or subcommittee on any matters delegated to it. Any action or decision of the Chair or a subcommittee is presented to the Compensation Committee at its next scheduled meeting.

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Corporate Governance and Related Matters

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Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee are currently, or have been at any time, one of our executive officers or employees. None of our executive officers currently serve, or have served during the last year, as a member of the Board of Directors or Compensation Committee of any entity where an executive officer of such other entity serves or served as a member of our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) is currently composed of three directors: Mr. Levy (Chair), Mr. Booth and Mr. Weiss. Effective upon the expiration of Mr. Levy’s term at the Annual Meeting, the Board of Directors has reconstituted the Nominating and Corporate Governance Committee to be comprised of Mr. Booth and Mr. Weiss. The Nominating and Corporate Governance Committee met three times in 2025. All members of the Nominating and Corporate Governance Committee are independent under the applicable listing standards of Nasdaq.

The primary purpose of the Nominating and Corporate Governance Committee is to discharge the responsibilities of the Board of Directors with respect to our corporate governance functions and to identify, communicate with, evaluate and recommend candidates for our board of directors. Specific responsibilities of the Nominating and Corporate Governance Committee include:

•

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;

•

overseeing periodic evaluations of the performance of management and the Board of Directors, including committees of the Board;

•

oversee the Board’s committee structure and operations, including recommending to the entire Board annually the chairmanship and membership of each committee;

•

reviewing and making recommendations to the Board of Directors regarding the process for stockholder communications with the Board;

•

instituting plans or programs for the continuing education of our board of directors and orientation of new directors; and

•

periodically reviewing and assessing our corporate governance guidelines.

In recommending candidates to the Board of Directors, the Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including a reputation for integrity, honesty and adherence to high ethical standards; demonstrated business acumen, experience and the ability to exercise sound judgement in matters that relate to the current and long-term objectives of the Company and a willingness and ability to contribute positively to the decision-making process of the Company; a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board of Directors and its committees; the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the best interests of all stockholders. The Nominating and Corporate Governance Committee also believes that candidates for director should not have, nor appear to have, a conflict of interest that would impair the candidate’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. However, the Nominating and Corporate Governance Committee may modify these qualifications from time to time based on evolving needs of the Board of Directors. Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, the operating requirements of the Company and the long-term interests of stockholders.

Our Nominating and Corporate Governance Committee believes that our Board of Directors, taken as a whole, should embody a wide range of skills, experiences, and backgrounds. In this regard, the Nominating and Corporate Governance Committee will strive to achieve a balance of backgrounds, perspectives, and experience on our Board of Directors and its committees.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board of Directors refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board of Directors. In the case of incumbent directors whose terms of office are set to expire, the Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent, which determination is based upon applicable SEC rules and regulations and Nasdaq listing standards. The Nominating and Corporate Governance Committee then compiles a list of potential candidates, and may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and

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Corporate Governance and Related Matters

qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider each potential candidate’s qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders according to the same minimum criteria set forth above. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: c/o Core Scientific, Inc., 838 Walker Road, Suite 21-2105, Dover, Delaware 19904, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the preceding year’s Annual Meeting of Stockholders. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our common stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Code of Business Conduct and Ethics

We have adopted a code of conduct (the “Code of Conduct”) applicable to all employees, directors, and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct is available under the Governance section of our website at https://investors.corescientific.com. If we amend or waive any provision of the Code of Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer, or any person performing similar functions, or to any of our directors or other executive officers, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K.


		CORE SCIENTIFIC 2026 PROXY STATEMENT Corporate Governance and Related Matters			\| 17

Insider Trading Policy; Prohibition on Hedging, Short Sales, and Pledging

Our Board of Directors has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, employees, and designated consultants, which is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to us. In addition, although we have not formally adopted insider trading policies and procedures governing transactions in our securities by the Company itself, we intend to comply with all applicable securities laws and regulations when engaging in such transactions. A copy of the Insider Trading Policy is filed as an exhibit to our Annual Report on Form

10-K/A

for the fiscal year ended December 31, 2025.

The insider trading policy also prohibits hedging or monetization transactions with respect to our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, our insider trading policy prohibits trading in derivative securities related to our securities, which include publicly traded call and put options, engaging in short selling of our common stock, purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan.

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

PROPOSAL 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, our stockholders are being asked to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

The advisory vote to approve named executive officer compensation described in this proposal is commonly referred to as a “say-on-pay” vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, we believe that our compensation policies and decisions are (i) focused on pay-for-performance principles, (ii) strongly aligned with our stockholders’ interests and (iii) consistent with current market practices. The Company’s executive compensation program, including the compensation paid to our named executive officers, is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

Accordingly, the Board of Directors is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure.

The say-on-pay vote is an advisory vote only, and therefore it will not bind the Company or our Board of Directors or our Compensation Committee. However, the Board of Directors and the Compensation Committee will consider the voting results as appropriate when making future decisions regarding executive compensation.




						Recommendation of the Board of Directors

						The Board of Directors recommends voting “FOR” the approval, on a non-binding, advisory basis, of the resolution relating to the compensation of our named executive officers as disclosed in this Proxy Statement.

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Executive Officers

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EXECUTIVE OFFICERS

The following table sets forth information with respect to our executive officers and their ages as of the date of this Proxy Statement. No executive officer is related by blood, marriage, or adoption to any director nominee or executive officer. No arrangements or understanding exist between any executive officer and any other person pursuant to which such person was selected as an executive officer. Further, there are no legal proceedings to which any of our executive officers are a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.


Name	Age		Position

Adam Sullivan		34	President, Chief Executive Officer and Director

Todd M. DuChene		62	Executive Vice President, Chief Legal and Administrative Officer and Secretary

James Nygaard		52	Executive Vice President, Chief Financial Officer

Adam Sullivan. Biographical information for Mr. Sullivan is presented above under the caption “Information Regarding Director Nominees.”

Todd DuChene. Mr. DuChene has been our Corporate Secretary since April 1, 2019. Since May 2023 he has served as our Executive Vice President, Chief Legal and Administrative Officer and Secretary. Prior to that, from November 2022 to May 2023, he served as our President and Chief Legal and Administrative Officer and Corporate Secretary, and, from January 2022 to November 2022, he served as EVP, General Counsel, Chief Compliance Officer and Corporate Secretary. Mr. DuChene also served as the General Counsel and Corporate Secretary of Legacy Core from April 2019 until January 2022. Prior to joining the Company, Mr. DuChene served as Senior Vice President, General Counsel and Secretary and Chief Compliance Officer for FLIR Systems, Inc., an industrial and military technology company, from September 2014 to April 2019. Prior to joining FLIR, Mr. DuChene served as Executive Vice President, General Counsel and Secretary of Nuance Communications, Inc., a leading provider of speech recognition and related technology to enterprise, healthcare, and mobile and consumer customers from October 2011 to September 2014. Previously, Mr. DuChene served as Senior Vice President, General Counsel and Secretary of National Semiconductor Corporation from January 2008 to October 2011, prior to its acquisition by Texas Instruments Inc. In addition, Mr. DuChene has served as General Counsel to each of Solectron Corporation, Fisher Scientific International Inc. (now ThermoFisher Scientific) and OfficeMax, Inc. Mr. DuChene began his legal career as an associate with BakerHostetler (a law firm) in Cleveland, Ohio in 1988. Mr. DuChene holds a B.A. in Political Science from The College of Wooster and a J.D. from the University of Michigan Law School.

James Nygaard. Mr. Nygaard has served as our Executive Vice President, Chief Financial Officer since March 2025. Prior to joining us, Mr. Nygaard was a Managing Director of XMS Capital Partners, LLC (“XMS Capital”), a global financial services firm, from 2008, with responsibility for leading the firm’s M&A execution activities, strategic financings, and chairing the firm’s Fairness Committee. Mr. Nygaard served as Chief Financial Officer of Power & Digital Infrastructure Acquisition Corp. (“XPDI”), the predecessor of the Company pursuant to merger, from January 2021 to January 2022 when the Company merged with and into XPDI and the combined company changed its name to Core Scientific, Inc. Prior to XMS Capital, from 1995 to 2007, Mr. Nygaard held various roles involving corporate finance and M&A in the Investment Banking Division of Morgan Stanley & Co. LLC. With 30 years of investment banking and corporate finance experience, Mr. Nygaard has completed many strategic transactions and financings for a diverse range of clients across a variety of industry sectors. Mr. Nygaard graduated summa cum laude from the University of Illinois at Urbana-Champaign with a Bachelor of Arts in Economics, where he was valedictorian of his department and received Bronze Tablet Honors, the university’s highest academic distinction.

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Letter from the Chair of the Compensation Committee

LETTER FROM THE CHAIR OF THE COMPENSATION COMMITTEE

To Our Fellow Stockholders,

As Chair of the Compensation Committee of Core Scientific, Inc., I am pleased to introduce our Compensation Discussion and Analysis. Since emerging from our reorganization pursuant to Chapter 11 of the United States Bankruptcy Code in January 2024, Core Scientific has undergone a remarkable transformation. We have repositioned the Company from a digital asset miner of Bitcoin to a leading operator of purpose-built digital infrastructure for high-performance computing (HPC) and artificial intelligence (AI). This strategy is delivering more stable and higher margin revenue streams and positions us for sustained long-term value creation for our stockholders.

Our Committee oversees a compensation program designed to attract, retain, and motivate the exceptional talent required to execute this strategy. We are firmly committed to a pay-for-performance philosophy that directly links executive pay outcomes to the successful execution of our business plan, financial discipline, operational excellence, and stockholder value creation.

Response to the 2025 Say-on-Pay Vote and Stockholder Feedback

At our 2025 annual meeting, we received lower support for our Say-on-Pay proposal than we expected. The Committee took this feedback seriously and engaged stockholders to better understand stockholder concerns, and also implemented changes intended to strengthen alignment between executive pay and stockholder interests to enhance alignment between our executive compensation program and stockholder interests.

These discussions and internal considerations highlighted several key themes:

•

A stronger emphasis on performance-based pay by increasing the percentage of performance-based equity making up long term incentive (“LTI”) compensation and establishing objective performance metrics for a substantial portion of the Company’s target annual bonus program

•

Clearer ties between compensation outcomes and the Company’s strategic priorities, including HPC/AI infrastructure expansion, operational efficiency, and cost management

•

Greater transparency in program design and alignment to the Company’s operational objectives

What We Did in Direct Response

In response to this stockholder feedback, and consistent with our commitment to evolve our program during this Company transformation, the Committee approved the following enhancements for 2025, with further refinements planned for 2026:

•

Short-Term Incentive (Annual Bonus) Program: We simplified the STI plan, shifting its focus to operational efficiency, controllable expenses, and individual contributions to strategic objectives and business plan execution. This streamlined design heightens accountability and ties payouts more directly to the operational excellence and financial discipline essential for optimizing the revenue from our existing operations and maximizing cash for use in scaling HPC capacity.

•

Long-Term Incentive Program: We significantly increased the performance-based portion of LTI grants to better align CEO and other NEO compensation with stockholder value creation, marking a clear evolution in our program design:

•

Prior mix (pre-2025): 25% Performance Stock Units (PSUs) / 75% Restricted Stock Units (RSUs)

•

2025 mix: 67% PSUs / 33% RSUs

•

2026 mix: expected further enhancement of alignment with long-term stockholder value creation

For 2025, PSUs vest in three equal annual tranches based on objective performance conditions, including Relative Total Shareholder Return (TSR) versus the Russell 2000 Index (measured annually over the performance period). This ensures a substantial majority of long-term compensation is earned only through sustained stockholder returns and successful execution of our HPC/AI transformation. Looking ahead to 2026, we plan to refine Relative TSR by focusing on a narrower group of true competitors, while adding a key financial and strategic metric for even greater relevance to our business.

These progressive changes reflect our post-bankruptcy journey and transformation to HPC/AI. Initially, we adopted a more flexible structure to motivate rapid execution and transformation, emphasizing stock price performance to drive debt elimination and value creation. As we mature into a high-growth digital infrastructure company, we are aligning our programs more closely with typical market norms by prioritizing rigorous, performance-contingent elements to ensure pay is earned through measurable financial and operational success.

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Letter from the Chair of the Compensation Committee

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We believe this evolved program is more transparent and tightly aligned with stockholder interests. It rewards behaviors that drive sustainable value, such as expanding our AI/HPC footprint, maintaining industry-leading operational efficiency, controlling costs, and delivering strong returns on capital.

On behalf of the entire Compensation Committee, I thank our stockholders for their candid input and continued support. We remain committed to ongoing, transparent engagement and will continue refining our programs to support Core Scientific’s long-term success.

We encourage you to review the full Compensation Discussion and Analysis that follows, including detailed disclosure of our 2025 pay outcomes and program design.

Sincerely,

LOGO

Yadin Rozov

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CORE SCIENTIFIC 2026 PROXY STATEMENT

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides information regarding the 2025 compensation program for our principal executive officer, each person who served as our principal financial officer during 2025, and the individual who was our most highly compensated executive officer (other than our principal executive officer and principal financial officers) serving as an executive officer at the end of 2025 (collectively, our 2025 “Named Executive Officers” or “NEOs”):

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Adam Sullivan, our President and Chief Executive Officer and a member of our Board of Directors (our “CEO”);

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James P. Nygaard, Jr., our Executive Vice President, Chief Financial Officer (our “CFO”);

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Todd M. DuChene, our Executive Vice President, Chief Legal and Administrative Officer, and Secretary; and

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Denise Sterling, our former Executive Vice President, Chief Financial Officer.

The above individuals were our only executive officers during the year ended December 31, 2025.

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2025 and provides an overview of our executive compensation philosophy, goals, and objectives, including our principal compensation policies and practices. In addition, it analyzes how and why the Compensation Committee made the specific compensation decisions for our Named Executive Officers in 2025 and discusses the key factors that were considered in making these decisions.

Named Executive Officer Transition

On March 2, 2025, our Board of Directors approved the appointment of Mr. Nygaard as our Executive Vice President, Chief Financial Officer, effective March 17, 2025. In connection with his appointment, we entered into an employment agreement with Mr. Nygaard dated February 26, 2025 (the “Nygaard Employment Agreement”). The material terms of the Nygaard Employment Agreement are described below.

Upon the effective date of Mr. Nygaard’s appointment as our CFO, Ms. Sterling, who had previously informed us of her intention to resign her position pending the appointment of a successor, resigned as our Executive Vice President, Chief Financial Officer. Until the termination of her employment, Ms. Sterling continued as an employee pursuant to a transition and separation agreement dated September 4, 2024, which we had previously entered into with her (the “Sterling Transition Agreement”). The material terms of the Sterling Transition Agreement are described below.

Company Background and 2025 Highlights

Who We Are

Core Scientific, Inc. designs, builds, and operates large-scale, purpose-built data centers that support high-density colocation services and digital asset mining for both our own account and to a lesser extent, third-party customers. Our data centers are optimized for power-intensive, mission-critical computing workloads, with a focus on artificial intelligence (“AI”) and other high-performance computing (“HPC”) applications.

As of December 31, 2025, we owned or leased ten data centers across seven U.S. states, representing approximately 1.4 gigawatts (“GW”) of gross utility power capacity, or approximately 920 megawatts (“MW”) of total leasable customer power capacity. A portion of these facilities were in operation as of December 31, 2025, with the remainder under construction or in various stages of development.

Since its inception in 2017, Core Scientific has been focused on building and operating high-power, purpose-built data centers, initially for digital asset mining and hosting third-party digital asset mining customers. The Company historically targeted sites with abundant, reliable, and cost-effective power, strong network connectivity, available land or existing buildings suitable for redevelopment, attractive economic incentives, and access to utilities. In developing its facilities, the Company typically designed powered shells and sufficient fiber connectivity to high performance data center standards, enabling flexibility to support increasing power densities and evolving compute requirements over time.

In 2024, the Company announced its strategy to focus its data center infrastructure and expertise to the high-density colocation compute business and, in February 2024, entered into long-term contract with CoreWeave, Inc. (“CoreWeave”) to deliver 16 MW of infrastructure at our Austin, Texas facility. In June 2024, Core Scientific announced that it had entered into another contract with CoreWeave for 200 MW of leased customer power capacity. Through the exercise of several contractual options during 2024 and into

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early 2025, total leased customer power capacity under the relationship with CoreWeave increased to approximately 590 MW of leased power capacity.

In 2025, we derived the majority of our revenue from earning digital assets for our own account but expect that a meaningful amount of our revenue will be derived from high-density colocation (“HDC”) in 2026, as billable customer power capacity gets delivered to our end customer. We intend to convert every megawatt in our portfolio to high-density colocation infrastructure over the next three years, while continuing to digital asset mine during conversion only to meet existing power commitments at facilities where HDC conversion is taking place or to honor a small number of digital asset mining hosting commitments.

Key 2025 Business Highlights

In July, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CoreWeave pursuant to which CoreWeave would acquire the Company in an all-stock transaction, subject to stockholder approval and other customary closing conditions. The Merger Agreement was terminated on October 30, 2025, following Company stockholder rejection of the terms of the Merger Agreement at a special meeting of stockholders on that date. In addition to navigating the challenges resulting from the entrance into, and subsequent rejection of, the Merger Agreement, we successfully undertook major initiatives to drive our business forward in 2025. Key business highlights from 2025 include:

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Increased available electrical power pipeline to approximately 1.5 gigawatts;

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Increased medium voltage energized megawatts to approximately 350 MW as of March 2, 2026;

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Achieved one million square feet of constructed data center building shells;

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TSR in excess of 300%, a relative rank of 84.8% to the Russell 2000 index; and

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Executed Agreements subject to satisfactory diligence to acquire three additional powered sites in diverse geographic markets.

Key 2025 Executive Compensation Highlights

The Compensation Committee took the following actions with respect to the base and incentive compensation of our Named Executive Officers for 2025:

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Base Salary — Approved an annual base salary increase for our CEO to $825,000 from $625,000 to further align his base pay with those of chief executive officers of companies in the Company’s compensation Peer Group (as further discussed below in “Competitive Positioning”), and an annual base salary increase for Mr. DuChene to $525,000 from $500,000 to reflect Mr. DuChene’s continued value to and strong performance for the Company, particularly in light of his extensive professional experience and tenure with the Company. Mr. Nygaard’s annual base salary was set at $600,000 upon his appointment to chief financial officer pursuant to the Nygaard Employment Agreement, which the Company believes to be an appropriately sized salary level in light of Peer Group practices. See “Annual Base Salary” below for more information.

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Annual Cash Bonuses — Approved performance metric based cash bonuses in 2025 under our 2025 annual cash bonus plan at 200% of the target annual cash bonus opportunity for each of our Named Executive Officers (other than Ms. Sterling, who was not eligible for the 2025 annual bonus plan but received a discretionary bonus for her full year of transition related services based on the performance metrics applicable to the other NEOs and her individual performance). The annual cash bonus for 2025 was based on three performance metrics, including two objective, preestablished metrics applicable to two-thirds of the available bonus amount. The payment at maximum reflects the Company’s exceptional performance relative to these metrics as well as the final metric evaluating individual performance contributions to the Company’s exceptional achievement of Company objectives during 2025. See “Annual Cash Bonuses” below for more information, including a discussion of performance relative to the various metrics.

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Long-Term Incentive Compensation — The Compensation Committee approved the grant of long-term incentive compensation opportunities under the Core Scientific, Inc. 2024 Stock Incentive Plan (the “2024 Stock Plan”) to Messrs. Sullivan and DuChene. These grants had aggregate grant date fair values of $20,005,674 and $5,846,793, respectively, with one-third of the total amount awarded in the form of time-based restricted stock units (“RSUs”) and two-thirds in the form of performance-based restricted stock units (“PSUs”). The PSUs are subject to the achievement of three established performance metrics and may be earned and settled in shares of our common stock.

These 2025 grant amounts were substantially lower than those provided in 2024, which included special Emergence Awards granted in connection with the Company’s emergence from bankruptcy. Those awards were intended to compensate employees, including our executives, who had received no salary increases, bonuses, or equity grants during the two-year Chapter 11 bankruptcy period.

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Compensation Discussion and Analysis

In response to feedback from our stockholders and proxy advisory firms, we increased the proportion of performance-based equity in our 2025 long-term incentive grants. Specifically, the mix shifted to two-thirds PSUs and one-third RSUs, compared to the 2024 ratio of one-quarter PSUs and three-quarters RSUs (excluding Emergence Awards granted in connection with our bankruptcy reorganization).

For the 2025 PSU grants, vesting is tied to a robust set of objective and diverse metrics that are directly aligned with our business model and operational priorities. These metrics represent an evolution from the single stock price metric used in 2024, which was critical during our immediate post-emergence period to drive the elimination of bankruptcy-related debt and enhance warrant value for stockholders. The 2025 design also incorporates a Total Shareholder Return (TSR) measure, which is now feasible given the additional time elapsed since our bankruptcy emergence and the availability of more meaningful TSR performance data.

Pursuant to the Nygaard Employment Agreement, Mr. Nygaard was granted a time-based RSU award covering 819,672 shares under the 2024 Stock Incentive Plan. This award vests in three equal tranches, with one-third vesting on March 3, 2026, and one-third vesting on each of the next two anniversaries of that date, generally subject to his continued employment through each applicable vesting date. Ms. Sterling was not awarded a 2025 long-term incentive grant in early 2025 with the other NEOs in light of her employment transition.

See “Long-Term Incentive Compensation” below for more information, including a discussion of performance relative to the various metrics.

2025 Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2025 Annual Meeting of Stockholders, our initial stockholder advisory vote on the compensation of our Named Executive Officers (the “Say-on-Pay Vote”) received approximately 38.3% of the votes cast (for and against) in support of our executive compensation program. Our Board of Directors was disappointed with the results of this vote and determined that it was necessary to further understand the perspectives of our stockholders on our executive compensation philosophy, actions, and decisions and consider responsive action that would enable us to regain strong support for our program.

We view the Say-on-Pay vote as just one of the opportunities to receive feedback from our stockholders about our Company and our executive compensation program. Notably, Company representatives spent considerable time throughout 2025 with many of our significant stockholders, including Two Seas Capital LP. These conversations culminated in the execution of a cooperation agreement, as disclosed pursuant to an SEC Form 8-K filed on February 19, 2026. We believe that the significant concerns of our stockholders have been addressed in the Cooperation Agreement.

We value the opinions of our stockholders on corporate governance, executive compensation, and related matters. Our Board of Directors and the Compensation Committee carefully consider stockholder feedback received throughout the year, as well as the results of the Say-on-Pay vote, when making decisions on the design and structure of our executive compensation program and decisions on the compensation of our Named Executive Officers.

In addition, at our 2025 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the frequency of future Say-on-Pay votes (commonly referred to as a “Say-When-on-Pay” vote). Our stockholders expressed a preference for holding future Say-on-Pay votes on an annual basis. Consistent with the recommendation of our Board of Directors and in recognition of this preference and other factors considered, our Board has determined that, until the next Say-When-on-Pay vote (which is expected to be held at the 2031 Annual Meeting of Stockholders), we will hold annual Say-on-Pay votes. Following the 2026 Annual Meeting of Stockholders to which this Proxy Statement relates, our next Say-on-Pay vote will take place at our 2027 Annual Meeting of Stockholders.

Executive Compensation Philosophy, Goals, and Objectives

The primary objective of our executive compensation program is to compensate our Named Executive Officers in a manner that is intended to attract, retain, and motivate talented individuals with the skills needed to manage a complex and growing business, in a competitive and dynamic industry, while creating sustainable long-term value for our stockholders. We recognize there is significant competition for talented executives, and in our industry competition to recruit and retain experienced executives is intense, including the limited number of professionals with the industry expertise necessary to successfully manage these businesses, and the perception associated with the expected growth and high risk profile of the businesses demands higher compensation. Accordingly, it is difficult to attract qualified executives to our industry in the first place, and those executives who have demonstrated success in the

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industry may be presented with other professional opportunities from companies that are larger or have greater resources. As a result of these unique industry dynamics, we recognize the need to remain flexible in our approach to executive compensation decisions and to regularly assess our executive compensation program in response to the needs of our business in an evolving marketplace.

Based on these and other considerations, and as more fully discussed under “Setting Target Total Direct Compensation” and “Competitive Positioning” below, our compensation program for NEOs beginning in 2025 generally targets between the 50th and 75th percentiles of our compensation peer group for target total direct compensation. The Compensation Committee believes this positioning appropriately balances the objectives and demands of our executive compensation program as we continue to evolve beyond our bankruptcy emergence. We aim to provide competitive compensation opportunities to our executives that are predominantly variable and contingent on strong performance. We expect exceptional results from our executive team and are committed to rewarding them with compensation approaching the 75th percentile when their performance aligns with that level. We are increasingly structuring our programs to reflect this philosophy, as evidenced by our significant shift toward more performance-based long-term incentives compared to the prior year.

When reviewing and revising our executive compensation program, the Compensation Committee is generally guided by the following principles that it believes align closely with, and help to drive the achievement of, our compensation goals and objectives:

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Pay-for-Performance. Ensure a significant portion of total compensation paid to our Named Executive Officers is tied to the achievement of Company financial, operational, and strategic goals and objectives that the Compensation Committee believes are important for our growth and success.

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Reward Achievement. Award annual cash bonus and long-term incentive compensation opportunities following a determination that our Named Executive Officers have successfully achieved the performance goals and objectives critical to our business and to the creation of sustainable long-term stockholder value.

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Attract and Retain Executives: Attract Named Executive Officers with the background and experience necessary to lead our business and achieve our strategic goals and objectives and retain talented individuals by paying compensation that is attractive and competitive in our industry and in the marketplace generally.

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Align Interests with Stockholders: Directly align the interests of our Named Executive Officers with those of our stockholders by granting a significant portion of their annual target total direct compensation opportunity in the form of annual cash bonuses that are tied to the achievement of financial, operational, and strategic goals and objectives and equity awards, the value of which is directly tied to our stock price.

The program design for 2025 differs in many respects from that in place for 2024, the year of our emergence from Chapter 11 bankruptcy proceedings. For 2024, the Compensation Committee was to a considerable extent focused on compensating executives for the remarkable level of effort required to enable the Company to emerge, acknowledging the inability to pay what it believed to be a full fair market rate during the pendency of the bankruptcy proceedings, and ensuring the continued dedication of the executives during the critical time immediately following emergence. Starting in 2025, as the Company continued to strengthen its market position following our emergence from bankruptcy, the Compensation Committee thoughtfully incorporated elements into our compensation program that are more characteristic of established public companies focused on long-term growth and the execution of a well-defined business strategy, rather than addressing immediate survival challenges. Among these enhancements, beginning in 2025, was a greater consideration of peer group practices and pay levels to inform our program design and ensure ongoing competitiveness.

Guiding Compensation Principle: Pay-for-Performance

Our executive compensation program is intended to be reasonable and competitive, and to appropriately balance the goals of attracting, motivating, rewarding, and retaining our Named Executive Officers with the goal of aligning their interests with those of our stockholders. To ensure this alignment and to motivate and reward individual initiative and effort, a substantial portion of our Named Executive Officers’ annual target total direct compensation opportunity is both “at risk” and variable in nature.

While we do not determine either “variable” or “fixed” pay for each Named Executive Officer with reference to a specific percentage of target total direct compensation, the Compensation Committee beginning with 2025 generally looks to set each individual component of total compensation at roughly between the 50^th and 75^th percentile of our compensation Peer Group and to adjust as necessary to achieve total target compensation generally between the 50^th and 75^th percentile of our Peer Group, depending on the executive’s expertise, expected contribution, retention and other factors. Consistent with our “pay-for-performance” philosophy, our Compensation Committee prefers variable to fixed compensation and variable compensation determined by achievement of pre-established performance metrics that relate to Company objectives that are

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believed to increase long-term stockholder value. Our Compensation Committee emphasizes variable compensation over fixed compensation through two separate compensation elements:

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First, a substantial portion of our Named Executive Officers’ target annual cash compensation is performance-based through their participation in our annual cash bonus plan which provides payment only if our NEOs produce short-term financial, operational, and strategic results that meet or exceed the pre-established goals and objectives, which are described under “Annual Cash Bonuses” below.

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In addition, we grant PSU awards, which comprise a significant portion of our Named Executive Officers’ long-term incentive compensation opportunities. Amounts under the PSU awards are earned over a multi-year period based on our actual results measured against one or more financial performance metrics for an established specified series of performance periods, generally subject to continued employment. Consequently, the value of these awards depends entirely on the value of our common stock and the attainment of the applicable performance and other vesting metrics, thereby incentivizing our Named Executive Officers to build sustainable long-term value for the benefit of our stockholders and remain employed by the Company.

As noted above, Ms. Sterling did not receive a PSU award in 2025, and Mr. Nygaard’s 2025 long-term incentive compensation grant was made exclusively in the form of time-based restricted stock units in accordance with the terms of the Nygaard Employment Agreement. Beginning in 2026, Mr. Nygaard’s long-term incentive awards are expected to align with those of our other NEOs, incorporating our current mix of time-based and performance-based restricted stock units.

These compensation elements are intended to ensure that, each year, a substantial portion of our NEOs’ annual target total direct compensation opportunity is contingent (variable, rather than fixed) in nature, with the amounts ultimately payable subject to our actual performance with payments at, below, or above target levels. We believe that this design provides appropriately balanced incentives to our NEOs to drive financial performance and long-term growth.

As part of our commitment to our pay-for-performance compensation program, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our NEOs, the amount of compensation realizable (and ultimately realized) from such awards in subsequent years, and our total stockholder return over this period.

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As shown by the charts set forth below, fixed compensation (consisting of base salary) for our CEO was only 4% of his annual total direct compensation opportunity (consisting of base salary, annual cash incentives, and long-term equity incentives) and 9% (consisting of base salary and other non-variable cash payments) on average for our other Named Executive Officers), with at risk performance-based compensation making up the remaining 96% and 91%, respectively, of annual total direct compensation.

LOGO

As we continue to mature as a public company, we intend that the compensation elements provided to our Named Executive Officers will continue to be designed in order to emphasize “at risk” and variable pay that helps enable us to provide a balanced set of incentives for our Named Executive Officers to meet our business objectives and drive long-term growth.

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Executive Compensation Policies and Practices

We endeavor to maintain sound executive compensation and governance-related policies and practices that are intended to support and strengthen our compensation philosophy, goals, and objectives. The design of these policies and practices is intended to align our executive compensation program with the long-term interests of our stockholders, while also reducing compensation-related risk. The Compensation Committee evaluates our executive compensation program regularly to ensure it supports our strategic goals and objectives given the dynamic nature of our business and industry, and the markets in which we compete for executive talent. Key aspects of our executive compensation and governance-related policies and practices that were in effect in 2025 include:


What We Do				What We Don’t Do

Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors as defined under the applicable SEC rules and Nasdaq listing standards, who make the decisions with respect to our Named Executive Officers’ compensation and establish our executive compensation and governance-related policies and practices. Independent Compensation Advisor. In 2025, the Compensation Committee retained an independent compensation consulting firm to provide information, analysis, and support for our executive compensation program and to advise on our director compensation program. The Compensation Committee believes the use of an independent compensation consultant provides additional assurance that our executive compensation program is competitive in the marketplace and reflects our executive compensation philosophy, goals, and objectives. In 2025, our independent compensation consultant performed no other consulting or other services for us. Annual Executive Compensation Review. The Compensation Committee conducts regular reviews (but no less than annually) of our compensation strategy, including a review and determination of our compensation Peer Group used for comparative purposes. The Compensation Committee also performs an annual review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk is not reasonably likely to have a material adverse effect on the Company. “Pay-for-Performance” Compensation Philosophy. Most of our Named Executive Officers’ annual target total direct compensation is linked to corporate performance. Target total direct compensation includes (i) a significant equity-based element, the value of which is dependent on performance based vesting and directly by stock price, and (ii) an incentive bonus determined by performance to pre-established metrics tied to achievement of operational and other metrics aligned with Company performance, thereby making a substantial portion of each NEO’s annual target total direct compensation opportunity dependent upon our overall, long-term success (as measured through our stock price performance). Because a significant portion of our NEOs’ compensation is in the form of “at-risk” and variable pay, they are incentivized to drive financial performance and further enhance their focus on long-term growth, and their interests are aligned with the interests of our stockholders. Long-Term Vesting Requirements. Typically, the service-based equity awards granted to our Named Executive Officers vest over a multi-year period following the date of grant, which is consistent with current market practice and our executive officer retention objectives. Compensation Recovery (“Clawback”) Policy. We maintain a compensation recovery policy that complies with the requirements of Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards (the “Clawback Policy”). The Clawback Policy applies to erroneously-awarded incentive compensation (including equity awards) received by current and former executive officers on or after October 2, 2023 in the event that we are required to prepare an accounting restatement that corrects an error in previously issued financial statements that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, due to material noncompliance with any financial reporting requirement under the securities laws and a lower payment or award would have been made to such executive officer based on the restated financial results. “Double-Trigger” Change-in-Control Arrangements. Under our employment agreements with our Named Executive Officers, all change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company and a qualifying termination of employment before payments and benefits are paid). Succession Planning. The Nominating and Corporate Governance Committee reviews the risks associated with our key executive officer positions to ensure adequate succession plans are in place.				No Special Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or arrangements, or non-qualified deferred compensation plans or arrangements to our Named Executive Officers. Our NEOs are eligible to participate in our tax-qualified Section 401(k) retirement savings plan (the “Section 401(k) Plan”) on the same basis as our other full-time, salaried employees. Limited Perquisites. We do not view perquisites or other personal benefits as a significant element of our executive compensation program. Consequently, we provide limited perquisites to our Named Executive Officers. No Hedging or Pledging of our Securities. Under our Insider Trading Policy, we prohibit our employees, including our Named Executive Officers, and the non-employee members of our Board of Directors from engaging in hedging transactions or short sales, pledging our securities as collateral for a loan, purchasing our securities on margin, or placing our securities in a margin account. No Stock Option Repricing. Our 2024 Stock Plan does not permit stock options or stock appreciation rights to be repriced to a lower exercise or strike price and certain analogous transactions without the approval of our stockholders.

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Compensation-Setting Process

Role of Compensation Committee

The Compensation Committee is responsible for establishing our compensation and benefits philosophy and strategy and for overseeing our compensation and benefits plans, policies, and practices generally and with respect to our Named Executive Officers. The Compensation Committee also sets the specific compensation levels for our CEO and other NEOs. Further, the Compensation Committee is also responsible for overseeing our equity compensation plans, including approving individual grants to NEOs and other members of management thereunder.

In determining our compensation strategy, the Compensation Committee reviews competitive market data to ensure that we are able to attract, motivate, reward, and retain talented executives. The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually by the Compensation Committee and revised as warranted. The charter is available at our corporate website under “Governance — Governance Documents — Compensation Committee Charter.”

The Compensation Committee has not established any formal policies or guidelines for allocating between currently paid and long-term compensation or between cash and non-cash compensation. In determining the amount and mix of compensation elements, and whether each element provides appropriate incentives in view of our compensation goals and objectives, the Compensation Committee relies on its judgment and experience, as well as input from its compensation consultant with respect to its Peer Group and other information derived from market surveys and other data prepared by its compensation consultant, rather than adopting a formulaic approach to compensation decisions. The Compensation Committee believes this approach is prudent to ensure it retains the flexibility necessary to adapt to changes in our business and industry, and to remain competitive in the marketplace.

In making its decisions, including with respect to the compensation of our Named Executive Officers, the Compensation Committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program.

Setting Target Total Direct Compensation

Each year, the Compensation Committee conducts a revie

SEC Form DEF 14A filed by Core Scientific Inc.