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Core Scientific, Inc./tx

For the period ended May 12, 2026. Filed Mar 31, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 12, 2026 · Filed Mar 31, 2026

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CORZ$11.76+3.3%Stored close · as of Nov 6, 2026
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Contents

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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

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 earlypre-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.

Adam Sullivan

President and Chief Executive Officer

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 TimeMeeting 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 atwww.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 anin-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.

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 atthe Annual Meeting, please submit your vote by proxy via the internet, by telephone or by mail in the enclosed postage-paid envelopein accordance with the accompanying instructions.

CORE SCIENTIFIC 2026 PROXY STATEMENT Table of Contents| i
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