core-20260526
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2026
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40046 | 86-1243837 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
838 Walker Road, Suite 21-2105 Dover, Delaware | 19904 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (512) 402-5233
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, par value $0.00001 per share | CORZ | The Nasdaq Global Select Market | ||||||
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share | CORZW | The Nasdaq Global Select Market | ||||||
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share | CORZZ | The Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2026, the Company announced the appointment of Steve M. Smith, as a member of the Board and the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Smith, age 70, has been Chief Executive Officer and a member of the Board of Zayo, a global internet network provider since October 2020. From 2007 until 2018, Mr. Smith was Chief Executive Officer and President of Equinix, one of the largest global data centers globally. Prior to that, Mr. Smith held senior leadership roles in HP Services, Lucent Technologies and Electronic Data Systems Corporation. Mr. Smith is also a member of the Board of NextDC, a publicly traded data center company in Australia. Mr. Smith served in the U.S. Army where, among other things, he was aide-de-camp to the Office of the Commander in Chief of the U.S. Armed Forces in the Pacific. He graduated from the U.S. Military Academy at West Point and holds a B.S. in Engineering.
The Board after review of all relevant facts and circumstances has determined that Mr. Smith is “independent” pursuant to the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, and the applicable listing standards of the Nasdaq Stock Market, LLC.
Mr. Smith will receive cash and equity compensation for Board service commensurate with the Company’s other non-employee directors.
The selection of Mr. Smith to serve as a member of the Board was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Smith and any director or executive officer of the Company, and Mr. Smith has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On May 26, 2026, the Company issued a press release announcing the appointment of Steve M. Smith to the Company’s Board of Directors and Nominating and Corporate Governance Committee described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Core Scientific, Inc. | ||||||||
Dated: May 26, 2026 | ||||||||
| By: | /s/ Todd M. DuChene | |||||||
| Name: | Todd M. DuChene | |||||||
| Title: | Chief Legal Officer and Chief Administrative Officer | |||||||