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):  October 30, 2025

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:  (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:
 
☐
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 7.01.
Regulation FD Disclosure.
 
Representatives of Core Scientific, Inc. (“Core Scientific”) intend to present to investors and analysts from time-to-time on or after October 30, 2025 a presentation (the “Investor Presentation”). A copy of the Investor Presentation is being furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.
 
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
  
Description
 
Investor Presentation, dated October 30, 2025.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

+
Furnished herewith.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: our ability to earn digital assets profitably and to attract customers for our high density colocation capabilities; our ability to perform under our existing colocation agreements, our ability to maintain our competitive position in our existing operating segments, the impact of increases in total network hash rate; our ability to raise additional capital to continue our expansion efforts or other operations; our need for significant electric power and the limited availability of power resources; the potential failure in our critical systems, facilities or services we provide; the physical risks and regulatory changes relating to climate change; potential significant changes to the method of validating blockchain transactions; our vulnerability to physical security breaches, which could disrupt our operations; a potential slowdown in market and economic conditions, particularly those impacting high density computing, the blockchain industry and the blockchain hosting market; price volatility of digital assets and bitcoin in particular; potential changes in the interpretive positions of the SEC or its staff with respect to digital asset mining firms; the likelihood that U.S. federal and state legislatures and regulatory agencies will enact laws and regulations to regulate digital assets and digital asset intermediaries; changing expectations with respect to ESG policies; the effectiveness of our compliance and risk management methods; the adequacy of our sources of recovery if the digital assets held by us are lost, stolen or destroyed due to third-party digital asset services. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Additional important factors that may affect the Company’s business, results of operations and financial position are described from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

1
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.
 
 
Core Scientific, Inc.
   
Dated:  October 30, 2025
    
     
 
By:
/s/ Todd M. DuChene
 
Name:
Todd M. DuChene
 
Title:
Chief Legal Officer and Chief Administrative Officer


 2
Exhibit 99.1

 Adam Sullivan, CEO Jim Nygaard, CFO Matt Brown, COO  October 30, 2025  Investor Presentation 
 
 2  FORWARD-LOOKING STATEMENTS  This presentation contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s ability to scale, grow its business and execute on its growth plans and contractual commitments, source sufficient energy at attractive rates, the advantages,  expected growth, and anticipated future revenue of the Company, and the Company’s ability to source and retain talent. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: our ability to attract customers for our high density colocation capabilities; our ability to perform under our existing colocation agreements, our ability to maintain our competitive position in our existing operating segments; our ability to raise additional capital to continue our expansion efforts or other operations; our need for significant electric power and the limited availability of power resources; the potential failure in our critical systems, facilities or services we provide; the physical risks and regulatory changes relating to climate change; our vulnerability to physical security breaches, which could disrupt our operations; a potential slowdown in market and economic conditions, particularly those impacting high density computing; changing expectations with respect to ESG policies; the effectiveness of our compliance and risk management methods. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this presentation. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Additional important factors that may affect the Company’s business, results of operations and financial  position are described from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. 
 
 Key investment highlights  Leadership team brings over of 150-years of combined experience building data center infrastructure  Strong balance sheet provides future financial flexibility to execute on strategic growth opportunities  Sales pipeline remains robust and includes a mix of hyperscale and non-hyperscale customers  Colocation contracts deliver compelling economics and strong margins  12-yr contracts with CoreWeave provide >$10 Billion in total contract value and ~$850 Million in avg. annual run rate revenue 
 
 Expanding our portfolio of powered digital infrastructure  Denton, Texas  Total Billable Power  ~260MW  Customer  Pecos, Texas  Total Billable Power  ~200MW  Site Status  Future Colocation Site  Dalton, Georgia  Total Billable Power  ~175MW  Customer  Calvert City, Kentucky  Total Billable Power  ~100MW  Site Status  Future Colocation Site  Muskogee, Oklahoma  Total Billable Power ~70MW  Customer  Marble, North Carolina  Total Billable Power  ~65MW  Customer  Grand Forks, North Dakota  Total Billable Power Site Status  ~70MW  Future Colocation Site  Auburn, Alabama  Total Billable Power  ~30MW  Site Status  Available for Colocation  Austin, Texas  Total Billable Power  ~20MW  Customer  ~1.4 GW of Existing Gross Power Capacity, Enabling ~1 GW of Client-Billable Power Across 9 U.S. Sites 
 
 We maintain a robust, and growing, power expansion pipeline  Current Colocation Power Expansion Pipeline  ~2.3 GW  in existing and future gross power allocations from utility partners  ~1.5 GW  in existing and future billable power available for colocation contracts  =  In addition to the ~2.3 GW of gross power; ~1.5 GW of billable power within our current pipeline, we are actively progressing ~1 GW of incremental capacity through targeted paid load studies based on feedback from utilities, representing total potential expansion opportunities in aggregate of ~3.3 GW of gross power; ~2.2 GW of billable power 
 
 ~590 MW  infrastructure (~800 MW gross)  Over $10 Billion  In revenue potential over  contracts’ term  ~$850 Million  avg. annual run rate revenue1  75% to 80%  anticipated profit margin2  12-year  contracts with two 5-year options3  Client pays  for capex4, power and utilities  CoreWeave contract summary  Represents the estimated average annual revenue over the 12-year contract periods; Austin, Texas contract term is a 7-year period.  Expenses include facilities operations, repairs & maintenance, security, FTEs, insurance, property taxes, etc.  Austin, Texas contract term is 7 years with elective extensions.  Up to $1.5 Million per MW (or approximately $750 Million) of data center build out costs are funded by CoreWeave and credited against hosting payments at no more than 50% of monthly fees until fully repaid. The balance of modification costs relate to items purchased directly by CoreWeave and contributed for use in the facility. For the additional 70 MW expansion, Core Scientific is responsible for funding $104 Million of capex ($1.5M per MW) for the powered core and shell with no capex credit associated with this new agreement.  6 
 
 On track to energize 250 MW by the end of 2025 and a total of 590 MW by early 2027  ~20 MW  Site  Delivery Plan Target  Denton, TX  ~260 MW  Dalton, GA  ~175 MW  Muskogee, OK  ~70 MW  Marble, NC  ~65 MW  Austin, TX  ~20 MW  Total  ~590 MW  Estimated Contracted High-Density Colocation MW by Site  Final Site Renderings  2025  2026  2027  Denton  Marble  Dalton  Muskogee  Cumulative Energization Timeline for Existing CoreWeave Contracted Capacity  250 MW 590 MW 
 
 8  Key Contract Features  Contract Detail  Contract Type  Take-or-pay  Customer is committed to paying for contracted capacity, regardless of utilization  Ability to Terminate  No ability to unilaterally terminate the contract  Cost  Fixed price  Price is set upfront, including an annual escalator regardless of actual project costs  Execution Risk  Joint execution risk  Both parties aligned on meeting key milestones  Security Interest  UCC filings  We have liens on the data center assets  Total Core Scientific Capex Spend  $104 Million for 70 MW  CoreWeave contract detail 
 
 9  ~120+ MW Energized Across Denton & Marble Sites  Contracted site construction progress  Precast Building Completed at Dalton 1 & Muskogee Sites  Denton  Marble  Dalton  Muskogee 
 
 10  Rob Hepler  Head of Data Center Operations  Matt Tyndall  Head of Site Development  Trip Guinan  VP of Site Development  Chip Scaglione  VP of Site Development  Kelsey Gallagher  VP of Site Development  JP Balajadia  Sr. Director of Site Dev  Jon Gibbs  Sr. Director of Site Dev  Data center team with 150+ years of combined experience  Matt Brown  Chief Operations Officer  Data Center team with 150+ years of combined experience 
 
 ORE SCIENTIFIC  11  What to expect by Q4 earnings  Signing of at least one new colocation customer  1  One or more new power contract(s) at existing site(s)  2  New major power contract and site in top US market  3  Additional details on scalable financing approach  4 
 
 12  Appendix 
 
 13  Customer Contract Executed  Pay Vendors for Assetsand Services  Site Revenue and Billing Commencement 1  Pass Through and Variable Service  Execute Order Form  Pay Vendors for Assetsand Services  Available for Exclusive Use and Ready for Service  Power, Utilities and Variable Svs. Rev.  Contract executed for 10 MW of billable capacity  12-year term  Monthly base license fee includes an annual escalator  $1.5M/MW represents prepaid base license fee funded by Customer  Project designs, specifications, and development plans completed  Purchase orders completed and invoices presented to Customer for funding, including any cost increases (e.g., tariffs)  Cash received from Customer used to pay vendor invoices  Timing of GAAP revenue recognition may differ from cash received  Contract Revenue recognized on a straight-line basis  Cost of revenue recorded for Colocation operating costs  Prepaid base license fee (50%)  Power and utilities costs incurred  Direct pass-through of power cost to Customer  Revenue recorded for variable services requested by client (remote hands)  Financial Statement Impact  No financial statement impact on execution  Fixed assets recorded to Construction in  Progress (“CIP”) ($1.5M/MW)  Deferred Revenue recorded for Prepaid License Fees  Core investing cash outflow (CAPEX) funded by operating cash inflow (Prepaid License Fees)  No Income Statement impact  No vendor payments made prior to receiving cash from Customer  No net cash impact  Available for Use  License fee revenue begins (recognized on a straight-line basis); no cash received  Ready for Service  Gross base license fees begin  Prepaid base license fee applied to cash billing at 50% until fully applied  Cash received equals gross base license fee less prepaid base license fee  CIP placed into service as Property Plant and Equipment when ready for service  Cost of Revenue recorded, including facilities ops., D&A, etc.  Cash flows are revenue net of amortization of deferred revenue – prepaid license fee and receivable for revenue recognized in excess of billings  Revenue & Cost of Revenue grossed- up for power cost pass through, with no mark up  Revenue and related costs recorded for variable services rendered  1 GAAP revenue recognition may occur before billing commencement date and in an earlier period than actual service fee billing and payment  1  2  3  4  CoreWeave Colocation Contracts Double Click 
 
 Pro forma share count – September 30, 2025  $ Millions  310  97  10  24  42  28  511  Sharecount  Tranche 1 Warrants  Tranche 2 Warrants  Restricted Stock and  August 2024  December 2024  Total Pro Forma  @ October 20, 2025  Performance Based Units  Convertible Note  Convertible Note  Diluted Share Count  ~201M Shares 
 
 15  Denton May 2025  Denton October 2025  Muskogee May 2025  Muskogee October 2025  Contracted site construction progress 
 
 16  Marble May 2025  Marble October 2025  Dalton 1 May 2025  Dalton 1 October 2025  Contracted site construction progress