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Core Scientific, Inc./tx

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

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

11 — Commitments and Contingencies

  1. COMMITMENTS AND CONTINGENCIES

Commitments

As of December 31, 2025, the Company was contractually committed approximately$989.8 million of capital expenditures,

primarily related to infrastructure modifications, equipment procurement, andlabor associated with the conversion of a significant

portion of our data centers to deliver high-density colocation services to customers. Of this amount,$716.8 million will be passed

through to the Company’s customer as invoiced and$30.1 million will be funded by the customer as prepaid base license fees for the

Colocation segment. These capital expenditures are expected to occur within the next 12 to 24 months.

Subsequent to December 31, 2025, and through February 26, 2026, the Company contractually committedforan additional

$418.1 million of capital expenditures. Of this amount,$107.4 million will be passed through to the Company’s customer as invoiced.

Legal Proceedings

The Company is subject to legal proceedings arising in the ordinary course of business. The Company accrues losses for a legal

proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the

uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters.

Accordingly, actual costs incurred may differ materially from amounts accrued and could materially adversely affect the Company’s

business, cash flows, results of operations, financial condition and prospects. Unless otherwise indicated, the Company is unable to

estimate reasonably possible losses in excess of any amounts accrued.

Purported Shareholder Class Action (“Pang”)

On November 14, 2022, Plaintiff Mei Pang filed a purported class-action complaint against Core Scientific, Inc., its former

chief executive officer, Michael Levitt, and others in the United States District Court, Western District (Austin) of Texas asserting that

the Company violated the Securities Act and Exchange Act by allegedly failing to disclose to investors that among other things the

Company was vulnerable to litigation given its decision to pass power costs to its customers, that certain clients had breached their

contracts, and that this impacted the Company’s profitability and ability to continue as a going concern. The complaint seeks monetary

damages. Core filed a notice of suggestion of bankruptcy stating that its petition for bankruptcy—filed on December 21, 2022—

operates as a stay to the continuation of this matter. Plaintiff subsequently withdrew its claims against Core. A lead plaintiff was

appointed in April 2023 and proofs of claim were filed in the Company’s Chapter 11 Cases. After the Company filed its motion to

dismiss and a subsequent motion for consideration with respect to remaining claims not dismissed, all remaining claims in the

complaint against the individual defendants were subsequently dismissed without prejudice in April 2024.

On December 7, 2023, the United States Bankruptcy Court for the Southern District of Texas in Houston, sustained the

Company’s objection to the filed class proof of claim without prejudice to re-file a proof of claim on an individual basis by December

20, 2023; and denied plaintiff’s Motion for Class Treatment under Fed. R. Bankr. P. 7023. No individual proof of claim was filed by

any of the class representatives of the purported class action by December 20, 2023, and a separately filed objection to confirmation of

Debtors’ Fourth Amended Chapter 11 Plan and Disclosure Statement was overruled by the Bankruptcy Court on January 16, 2024. On

January 29, 2024, plaintiff filed a notice of appeal of the order confirming the Company’s Plan of Reorganization.

On June 7, 2024, Plaintiff refiled its complaint asserting that the individual defendants violated the Securities Exchange Act by

allegedly failing to disclose to investors that among other things the Company failed to disclose known trends or uncertainties that

would have an impact on the Company’s financial performance. The Company’s motion to dismiss the refiled complaint is pending

with the United States District Court in Austin, Texas.

On March 7, 2025, the United States District Court for the Western District (Austin) of Texas referred Plaintiff's complaint to

the United States Bankruptcy Court for the Southern District of Texas in Houston for determination of the issues raised by the

Company's motion to dismiss, dismissed without prejudice Company's motion to dismiss as moot and administratively closed the case.

On March 19, 2025, the United States Bankruptcy Court Southern District of Texas Houston Division dismissed Plaintiff's appeal of

the order confirming the Company's Plan of Reorganization as it related to the Plaintiffs as moot in light of the administrative closure

of the securities case brought by the Plaintiffs in the United States District Court Western District of Texas. On April 2, 2025, the

Plaintiff's filed a Motion for Reconsideration of the orders entered in each of the United States District Court for the Southern District

of Texas Houston Division and the United States District Court for the Western District of Texas (Austin) and the Company filed its

motions opposing each of Plaintiff’s motions for reconsideration.

Shareholder Class Action (“Ihle”)

On July 24, 2023, Plaintiff Brad Ihle filed a class action complaint against certain officers and directors of Power & Digital

Infrastructure Acquisition Corp. (the former name of the current corporate entity operating our business, or “XPDI”) and XMS

Sponsor LLC et al, in the Court of Chancery State of Delaware. The complaint alleges breach of fiduciary duties arising out of the

merger of XPDI and the entity that conducted our business operations prior to the merger and the marketing and solicitation of

shareholders pursuant to that merger agreement dated July 20, 2021. Certain of the defendants have notified the Company of their

intention to seek defense and indemnification in this matter pursuant to Delaware law and the Company’s bylaws. The matter was

settled during the quarter ended December 31, 2025, with the Company’s payment in satisfaction of its existing indemnification

obligation. This payment is reflected in the Loss on legal settlements in the Company’s consolidated statements of operations.

Patent Infringement Claim

Malikie Innovations Ltd and Key Patents Innovations Ltd. (“Malikie”), filed suit in the United States District Court Eastern

District of Texas Marshall Division against Core Scientific, Inc. (the “Company”) alleging infringement in the Company’s bitcoin

mining business of U.S. Patent Nos. 8,788,827; 10,284,370; 8,666,062; 7,372,960; and 8,532,286. On July 20, 2025 the Company

filed a motion to dismiss the claims on the basis that the patents are invalid under 35 U.S.C §101 and on July 25, 2025 the Company

filed a motion to transfer the case to the United States District Court for the Western District of Texas (Austin). On November 14,

2025 Malikie filed a motion to amend the complaint to add allegations of infringement of U.S. Patent No. 8,712,039 by the

Company’s bitcoin mining business and its high performance computing business. Malikie also asserted infringement of the

previously asserted 8,532,286 patent against the Company’s high performance computing business. All motions are pending. The

court set a trial date of January 25, 2027.

As of December 31, 2025 and December 31, 2024, there wereno other material loss contingency accruals for legal matters.

Leases—See Note 7 — Leases for additional information.

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