Core Scientific, Inc./tx files 8-K: entry into a material agreement, Regulation FD disclosure

Item 1.01 Entry into a Material Definitive Agreement.

On May 5, 2026, Core Scientific, Inc., a Delaware corporation (the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”) with Polar Merger Sub, LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Polaris DS LLC, a Nevada limited liability company (the “Target”), Top Access Enterprises Limited, a company organized under the laws of Hong Kong and sole owner of the Target (“Seller”), and solely for the purposes of Article XI (and Article I and Article VII to the extent relating thereto) of the Merger Agreement, Altair LLC, an Oklahoma limited liability company (“Parent Sub”), pursuant to which at the effective time of the statutory merger contemplated thereby, Merger Sub will merge with and into the Target (the “Acquisition”), with the Target surviving as a wholly owned subsidiary of the Company.

At the time of closing of the Acquisition, the Target’s material assets and contracts will consist solely of approximately 40 acres of land (the “Premises”) adjacent to the Company’s existing Muskogee, Oklahoma data center operations, the electrical substation situated on the Premises, certain electrical service agreements with Oklahoma Gas and Electric Company (the “ESAs”) providing for up to 440 megawatts of continuous electricity to the Premises and other utility contracts servicing the Premises. Prior to the closing of the Acquisition, the Target will undergo a reorganization pursuant to which its operating business, including customer and supplier contracts, tangible assets, intellectual property, employees and associated liabilities, will be transferred to Parent Sub and its affiliates (the “Pre-Closing Reorganization”), such that the Company will not acquire such business in the Acquisition. In connection with the closing of the Acquisition, the Company has agreed that the Target will lease certain portions of the Premises to Parent Sub for nominal consideration until no later than June 30, 2028, while Parent Sub completes a tiered winddown of the existing operations on the site. Parent Sub will be responsible for the payment of its utility costs, including electricity costs, and expenses during the lease term.

The aggregate purchase price for the Acquisition (the “Purchase Price”) is approxima tely $421 mil lion in cash, subject to certain customary purchase price adjustments set forth in the Merger Agreement, and will be increased by an additional $40 million in cash in the event that an additional 40 megawatts of firm electric capacity becomes available to the Target prior to December 31, 2026 in accordance with the terms of the Merger Agreement. A portion of the Purchase Price will be withheld from the closing payment and deposited in escrow to secure the indemnification obligations of Seller and Parent Sub under the Merger Agreement.

In connection with the Acquisition, the Company has deposited $120 million in cash (the “Deposit”) into an interest bearing escrow account with Citibank, N.A., as escrow agent, pursuant to an escrow agreement by and among the Company, Seller, and Citibank, N.A. The Deposit will be credited against the Purchase Price at the closing of the Acquisition. In the event that the Merger Agreement is terminated prior to the consummation of the Acquisition, the Deposit will be returned to the Company unless such termination arose in connection with certain uncured material breaches of the Merger Agreement by the Company, in which case the Deposit will be paid to Seller as liquidated damages. In addition, if the Merger Agreement is terminated at the outside date of the Merger Agreement or by mutual agreement of the parties in certain circumstances specified in the Merger Agreement, the Company will be required to pay $5 million of the Deposit to Seller as liquidated damages, with the balance of the Deposit returned to the Company.

The obligations of the parties to consummate the Acquisition are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the continued effectiveness of the ESAs, the consummation of the Pre-Closing Reorganization and the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. In addition, the obligation of the Company and Merger Sub to consummate the Acquisition is conditioned upon, among other things, the accuracy of the representations and warranties of the Target and Seller contained in the Merger Agreement (subject to certain materiality exceptions), material compliance by the Target and Seller with its covenants under the Merger Agreement and other closing conditions. The Acquisition is expected to close by early in the third quarter of 2026 , subject to the satisfaction or waiver of the closing conditions.

The Merger Agreement contains representations, warranties and covenants of the Company, Merger Sub, the Target and Seller that are customary for a transaction of this nature. T he Merger Agreement also contains customary indemnification provisions whereby the parties will indemnify each other for certain breaches of, or inaccuracies in, the other party’s representations, warranties and covenants in the Merger Agreement and Seller and Parent Sub will indemnify the Company for certain damages arising out of pre-closing taxes of the Target, liabilities arising out of the Pre-Closing Reorganization or the business transferred in connection therewith and certain other matters, in each case subject to certain caps and other limitations. To support such indemnification obligations, the Company will have recourse to the indemnity escrow and, in certain cases, directly against Seller and Parent Sub. The Merger Agreement also provides customary termination rights for the Company and Seller. Seller, the sole owner of the Target, has approved the Merger Agreement and the transactions contemplated thereby in accordance with applicable law and the Target’s organizational documents.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed a s Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Target or Seller. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a confidential disclosure letter provided by Seller and the Target to the Company in connection with the signing of the Merger Agreement.

This confidential disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purposes of allocating risk between the Company and Seller rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterization of the actual state of facts about the Company, the Target or Seller. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Special Note Regarding Forward-Looking Statements

Core Scientific Plans Expansion to 1.5 Gigawatts of Gross Power at Muskogee, Oklahoma Campus AUSTIN, Texas, May 6, 2026 – Core Scientific, Inc. (Nasdaq: CORZ) (“Core Scientific” or the “Company”), a leader in digital infrastructure for high-density colocation (“HDC”), today announced a multi-tiered strategy to scale its Muskogee, Oklahoma campus to approximately 1.5 gigawatt (“GW”) of gross power, or approximately 1.0 GW of leasable power. As part of this strategy, Core Scientific has entered into an agreement to acquire Polaris DS LLC, which has contracted 440 megawatts (“MW”) of gross power under an energy agreement with Oklahoma Gas & Electric and is actively being utilized. The transaction, subject to customary regulatory approvals and closing conditions, is expected to be funded using existing liquidity and close in the third quarter of 2026.