Core Scientific plans three new independent directors

Core Scientific, Inc. entered into a cooperation agreement with Two Seas Capital LP that will reshape its board over the next two years.

Rhea-AI Filing Summary

Core Scientific, Inc. entered into a cooperation agreement with Two Seas Capital LP that will reshape its board over the next two years. The company plans to appoint one independent director by March 15, 2026, a second by no later than September 15, 2026, and a third before the 2027 annual meeting, all in consultation with Two Seas.

Until the 2027 annual meeting, the board size will be capped at nine directors and cannot be reduced in a way that forces any of the new directors to resign without Two Seas’ consent. One current director will not be nominated in 2027, and Chairman Jordan Levy has informed the company he will not stand for re-election at the 2026 annual meeting, a decision stated as not due to any disagreement. Two Seas agreed to a one-year standstill, longer voting commitments through the 2027 annual meeting, and mutual non-disparagement.

Insights

Corporate governance analyst

Board refresh and temporary standstill reshape Core Scientific’s governance.

Core Scientific is committing to add three independent directors, in consultation with Two Seas Capital LP, on a staged timeline through the 2027 annual meeting. This effectively refreshes a meaningful portion of the board and formalizes how large shareholders influence director selection.

The agreement also caps the board at nine members and restricts reductions that would displace the new directors without Two Seas’ consent. In exchange, Two Seas accepts a one-year standstill, voting commitments through the 2027 annual meeting, and mutual non-disparagement, which may limit near-term public disputes.

Chairman Jordan Levy has told the company he will not stand for re-election at the 2026 annual meeting, and one additional director will not be renominated in 2027. Subsequent company disclosures around the 2026 and 2027 annual meetings will show how the new independent directors change board composition and leadership roles.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Core Scientific (CORZ) agree to with Two Seas Capital LP?

Core Scientific entered a cooperation agreement with Two Seas Capital LP to add three independent directors by the 2027 annual meeting. The deal also includes board size limits, a one-year standstill for Two Seas, voting commitments, and mutual non-disparagement provisions between the parties.

How will Core Scientific’s (CORZ) board change under this agreement?

Core Scientific plans to appoint one independent director by March 15, 2026, a second by no later than September 15, 2026, and a third before the 2027 annual meeting. One current director will not be renominated in 2027, reshaping overall board composition over time.

What board size limits did Core Scientific (CORZ) accept?

Until the 2027 annual meeting, Core Scientific agreed not to increase its board above nine directors. It also agreed not to reduce the board size in a way that would require one of the new independent directors to resign, unless Two Seas Capital LP consents to such a change.

Is Core Scientific’s chairman Jordan Levy leaving the board?

Jordan Levy, chairman of Core Scientific’s board, notified the company he will not stand for re-election at the 2026 annual meeting. The filing states his decision is not due to any disagreement with the company or its operations, suggesting an orderly planned transition in leadership.

What standstill and voting commitments did Two Seas make to Core Scientific (CORZ)?

Two Seas Capital LP agreed to customary standstill restrictions for one year after signing and to voting commitments through the 2027 annual meeting. These obligations limit certain shareholder actions and align Two Seas’ voting with agreed terms while the new independent directors are added.

Does the Core Scientific (CORZ) cooperation agreement involve any financial terms?

The disclosed terms of the cooperation agreement focus on board composition, nomination plans, standstill obligations, voting commitments, and non-disparagement. The excerpt does not describe specific financial consideration, emphasizing governance and shareholder relations rather than capital or transaction proceeds.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/18/2026 - 05:16 PM Learn about SEC filing dates

falseCore Scientific, Inc.tx000183934100018393412026-02-182026-02-180001839341us-gaap:CommonStockMember2026-02-182026-02-180001839341corz:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf681PerShareMember2026-02-182026-02-180001839341corz:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf001PerShareMember2026-02-182026-02-18

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): February 18, 2026

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 1.01. Entry into a Material Definitive Agreement.

On February 18, 2026, Core Scientific, Inc., a Delaware corporation (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with Two Seas Capital LP (“Two Seas”).

Pursuant to the Cooperation Agreement, the Company agreed to: (i) appoint one independent director following the execution of the Cooperation Agreement and prior to March 15, 2026, (ii) appoint a second independent director prior to, or as soon a reasonably practicable following the 2026 annual meeting of stockholders (the “2026 Annual Meeting”), but in no event later than September 15, 2026, and (iii) appoint a third independent director prior to the 2027 annual meeting of stockholders (the “2027 Annual Meeting”), in each case, in consultation with Two Seas. Until the 2027 Annual Meeting, the Company will not increase the size of its Board of Directors in excess of 9 directors or decrease the size of its Board of Directors if such decrease would require resignation of one of the new directors, without the prior consent of Two Seas.

The Cooperation Agreement provides that one current director will not be nominated for re-election at the 2027 Annual Meeting. In addition, Jordan Levy, the Chairman of the Board of Directors, has advised the Company and the Board of Directors that he will not stand for re-election at the 2026 Annual Meeting.

Two Seas agreed to customary standstill provisions, effective for a one-year period following the execution of the Cooperation Agreement, and voting commitments, effective until the 2027 Annual Meeting. The Company and Two Seas also made customary representations and agreed to a mutual non-disparagement provision.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2026, Jordan Levy, the Chairman of the Board of Directors, notified the Company and the Board of Directors that he will not stand for re-election at the 2026 Annual Meeting. His decision not to stand for re-election is not due to any disagreement with the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Cooperation Agreement, dated as of February 18, 2026, by and between Core Scientific, Inc. and Two Seas Capital LP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 18, 2026
	By:	/s/ Todd M. DuChene
	Name:	Todd M. DuChene
	Title:	Chief Legal Officer and Chief Administrative Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 86.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 18.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 27.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 20.4 KB