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): February 18, 2026

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (214) 576-9352

(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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

 

On February 18, 2026, Core Scientific, Inc., a Delaware corporation (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with Two Seas Capital LP (“Two Seas”).

Pursuant to the Cooperation Agreement, the Company 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 prior to, or as soon a reasonably practicable following the 2026 annual meeting of stockholders (the “2026 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 (the “2027 Annual Meeting”), in each case, in consultation with Two Seas. Until the 2027 Annual Meeting, the Company will not increase the size of its Board of Directors in excess of 9 directors or decrease the size of its Board of Directors if such decrease would require resignation of one of the new directors, without the prior consent of Two Seas.

The Cooperation Agreement provides that one current director will not be nominated for re-election at the 2027 Annual Meeting. In addition, Jordan Levy, the Chairman of the Board of Directors, has advised the Company and the Board of Directors that he will not stand for re-election at the 2026 Annual Meeting.

Two Seas agreed to customary standstill provisions, effective for a one-year period following the execution of the Cooperation Agreement, and voting commitments, effective until the 2027 Annual Meeting. The Company and Two Seas also made customary representations and agreed to a mutual non-disparagement provision.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On February 18, 2026, Jordan Levy, the Chairman of the Board of Directors, notified the Company and the Board of Directors that he will not stand for re-election at the 2026 Annual Meeting. His decision not to stand for re-election is not due to any disagreement with the Company.

 

(d) Exhibits

 

SIGNATURE

 

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.

 

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