Core Scientific, Inc./tx
For the period ended May 12, 2026. Filed Mar 31, 2026.
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May 12, 2026 · Filed Mar 31, 2026
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Contents
APPENDIX A
Non-GAAP Financial Measures
This Proxy Statement includes controllable expenses, which is anon-GAAP financial measure that is a supplemental measure of the Company’s performance. Thisnon-GAAP financial measure excludes certain items that management considers to be either outside of management’s direct control, non-cash in nature, or not reflective of the Company’s ongoing cost management performance. Our management team utilizes a combination of GAAP andnon-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of the business, and for resource allocation decisions, including incentive compensation. Management uses controllable expenses to evaluate the effectiveness of cost management across the organization and as a performance metric for the Company’s annual cash incentive compensation program. As a result, we believe the presentation of both GAAP andnon-GAAP financial measures provides investors with increased transparency into financial measures used by the management team and improves investors’ understanding of the Company’s underlying operating performance.
Becausenon-GAAP financial measures are not standardized, they may not be comparable to financial measures used by other companies or tonon-GAAP financial measures having the same or similar names. In order to compensate for such limitations ofnon-GAAP measures, readers should review the reconciliation below and should not consider this measure in isolation from, or as an alternative to, the comparable financial measures determined in accordance with GAAP.
Controllable expenses: The Company defines controllable expenses as total costs and expenses for the calendar year, excluding power fees, depreciation and amortization, stock-based compensation expense, cash incentive bonuses, advisor fees, non-controllable legal expenses, and certainnon-cash andnon-recurring items as described below. The most directly comparable GAAP financial measure is total costs and expenses.
The following table presents a reconciliation of total costs and expenses to controllable expenses for the year ended December 31, 2025 (in thousands):
| Total costs and expenses: | |
|---|---|
| Cost of revenue | 281,121 |
| Operating expenses | 283,487 |
| Total costs and expenses | $564,608 |
| Adjustments: | |
| Decrease in fair value of digital assets | (31,603) |
| Loss on disposal of property, plant and equipment | (9,680) |
| Impairment of property, plant and equipment | (11,359) |
| Power fees | (155,323) |
| Depreciation and amortization | (68,841) |
| Stock-based compensation expense | (98,236) |
| Cash incentive bonuses | (24,258) |
| Advisor fees | (23,372) |
| Non-controllable legal expenses | (7,301) |
| Total adjustments | $(429,973) |
| Controllable Expenses | $134,635 |
Cost of revenue and operating expenses are components of total costs and expenses as reported in the Company’s Consolidated Statements of Operations included in the Annual Report on Form 10-K for the year ended December 31, 2025. Operating expenses consist of the decrease in fair value of digital assets, loss on disposal of property, plant and equipment, impairment of property, plant and equipment, colocation organizational and site startup costs, advisor fees, and selling, general and administrative expenses.
SCAN TO VIEW MATERIALS & VOTE CORE SCIENTIFIC, INC. 701 BRICKELL AVE, SUITE 2500 VOTE BY INTERNET MIAMI, FLORIDA 33131 Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 PM ET on May 11, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CORZ2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 PM ET on May 11, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V92874-P44979 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY CORE SCIENTIFIC, INC. The Board of Directors of Core Scientific, Inc. recommends you vote FOR all of the following director nominees: 1. Election of Directors Nominees: For Withhold 1a. Jeff Booth 1b. Elizabeth Crain 1c. Yadin Rozov 1d. Adam Sullivan 1e. Eric Weiss The Board of Directors of Core Scientific, Inc. recommends you vote FOR the following proposals: For Against Abstain 2. To approve, on anon-binding, advisory basis, the compensation of our named executive officers. 3. To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. NOTE: In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting and any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V92875-P44979 CORE SCIENTIFIC, INC. 2026 Annual Meeting of Stockholders May 12, 2026 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CORE SCIENTIFIC, INC. The undersigned stockholder of CORE SCIENTIFIC, INC., a Delaware corporation, hereby acknowledges receipt of the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement, each dated March 31, 2026, and, revoking all prior proxies, hereby appoints Adam Sullivan, Todd DuChene and Krista Rhynard, and each of them, as proxies andattorneys-in-fact, with full power of substitution, on behalf and in the name of the undersigned, and hereby authorizes them to represent the undersigned at the 2026 Annual Meeting of Stockholders of CORE SCIENTIFIC, INC. to be held on May 12, 2026 at 10:00 a.m. ET, at www.virtualshareholdermeeting.com/CORZ2026, and at any adjournment or postponement thereof, and to vote all shares of Core Scientific, Inc. common stock which the undersigned would be entitled to vote at the 2026 Annual Meeting if then and there personally present, on the matters set forth on the reverse side (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve) and in their discretion on such matters as may properly come before said meeting. This proxy card, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy card will be voted in accordance with the recommendations of the Board of Directors of Core Scientific, Inc. If any other matters properly come before the meeting, and any adjournment or postponement thereof, the persons named in the proxy will vote in their discretion on such matters. IMPORTANT: PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED POSTAGE-PAID ENVELOPE. Continued, and must be signed and dated on the other side
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