Core Scientific (CORZ) obtains $500M term loan with up to $1B capacity
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Core Scientific, Inc. entered into a senior secured term loan facility of
The credit agreement includes an accordion feature allowing Core Scientific to request up to an additional
The loans are guaranteed by certain wholly owned material domestic subsidiaries and secured by a first-priority lien on substantially all of their assets. Core Scientific may prepay at any time without penalty, but must also use 100% of specified asset sale, debt, insurance, equity raise and fee proceeds to reduce commitments or prepay loans, subject to customary exceptions.
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Insights
Core Scientific adds a large, short-term secured facility to fund data center expansion.
Core Scientific has put in place a
The proceeds are focused on developing data center assets, including equipment, energy arrangements and real property, rather than refinancing existing debt or paying dividends. This aligns the borrowing with growth and infrastructure build-out but increases secured leverage and places a first-priority lien on substantially all assets of the company and certain subsidiaries.
The agreement includes mandatory prepayments from 100% of proceeds of certain asset sales, new debt, casualty or condemnation proceeds, equity raises and specified fees, alongside customary covenants and events of default. Actual impact on leverage and liquidity will depend on how quickly data center investments convert into revenue and cash flow over the term of the 364-day facility.
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): March 4, 2026
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
838 Walker Road, Suite 21-2105 Dover, Delaware | ||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (512 ) 402-5233
(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 | ||||||
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 March 4, 2026 (the “Closing Date”), Core Scientific, Inc. (the “Company”) entered into a loan facility Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto from time to time (the “Lenders”) and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent and collateral agent. The Credit Agreement provides for a senior secured loan facility (the “Term Loan Facility”) in an aggregate principal amount of $500.0 million. The Credit Agreement also provides for an accordion feature that allows the Company to request an increase in commitments under the Credit Agreement by up to an additional $500.0 million.
Subject to certain customary conditions, the Company may borrow funds available under the Term Loan Facility, in up to ten separate advances, during the period commencing on the Closing Date and ending on the date that is one business day prior to the Maturity Date (as defined below). The Company borrowed the full $500.0 million initially available under the Credit Agreement on March 5, 2026.
Proceeds of loans under the Term Loan Facility will be used (a) for general corporate purposes related to the development of data center assets, including, without limitation, equipment purchases and deposits, energy and commodity deposits, real property acquisition costs and deposits, and pre-development costs, but excluding the repayment of any indebtedness or making of any dividends or other distributions on the Company’s stock, and (b) to pay fees and expenses related to the Company’s entry into the Credit Agreement. The Term Loan Facility will mature, and all obligations thereunder will become due and payable, on the date that is 364 days after the Closing Date (the “Maturity Date”). Loans under the Term Loan Facility bear interest at a rate equal to term SOFR (subject to a 0% floor), plus an applicable margin of 2.50% per annum. Assuming all initial committed amounts are drawn under the Term Loan Facility, the Company would be required to pay up to $7.5 million in commitment and exit fees. In addition, the Company will owe to the Lenders delayed syndication fees if the Term Loan Facility remains outstanding at various points in time, commencing 106 days after the Closing Date.
The Company’s obligations under the Credit Agreement are guaranteed by certain direct or indirect, wholly owned material domestic subsidiaries of the Company (collectively, the “Guarantors”) and are secured by a first-priority lien on substantially all assets of the Company and the Guarantors.
The Credit Agreement requires commitments thereunder to be reduced, and loans to be prepaid, with, among others, and subject to customary exceptions, (a) 100% of the net cash proceeds of certain non-ordinary course asset sales by the Company or any of its subsidiaries, (b) 100% of any new debt for borrowed money incurred by the Company or any of its subsidiaries, (c) 100% of the net cash proceeds of casualty insurance or condemnation awards, and/or liquidated damages in connection with any suspension, delay or termination in the development of data center assets, received by the Company or any of its subsidiaries, (d) 100% of the actual cash proceeds of any equity raises completed by the Company and (e) 100% of any amounts received by the Company or any of its subsidiaries in respect of construction management fees, development fees, completion payments and incentive fees. In addition, the Company may prepay the loans under the Credit Agreement, and terminate the commitments thereunder, at any time at its option with no penalty or premium.
The Credit Agreement contains customary affirmative and negative covenants that are typical for facilities and transactions of this type and nature and that, among other things, restrict the Company and its subsidiaries’ ability to incur additional indebtedness, create liens, consolidate or merge, make acquisitions and other investments, guarantee obligations of third parties, make loans or advances, declare or pay certain dividends or distributions on the Company’s stock, redeem or repurchase shares of the Company stock, engage in transactions with affiliates and enter into agreements restricting the Company subsidiaries’ ability to pay dividends or dispose of assets. These covenants are subject to a number of qualifications and limitations set forth in the Credit Agreement.
The Credit Agreement provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its material subsidiaries.
The foregoing summary description of the Credit Agreement is qualified in its entirety by reference to the copy of the Credit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On March 5, 2026, the Company issued a press release announcing that it entered into the Credit Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 10.1 | Delayed-Draw Bridge Credit Agreement, dated as of March 4, 2026, among Core Scientific, Inc., as borrower, the lenders party thereto from time to time, and Morgan Stanley Senior Fundings, Inc., as administrative agent and as collateral agent. | |||||||
| 99.1 | Press Release dated March 5, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
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: March 6, 2026 | ||||||||
| By: | /s/ Todd M. DuChene | |||||||
| Name: | Todd M. DuChene | |||||||
| Title: | Chief Legal Officer and Chief Administrative Officer | |||||||
Core Scientific Secures Strategic Financing with Morgan Stanley for Up To $1 Billion AUSTIN, Texas, March 5, 2026 – Core Scientific, Inc. (Nasdaq: CORZ) (“Core Scientific” or the “Company”), a leader in digital infrastructure for high-density colocation, today announced that it completed the initial closing of a $500 million 364- day loan facility (the “Facility”) provided by Morgan Stanley. The Facility includes an accordion feature that provides the potential to increase total commitments by up to an additional $500 million, for total commitments of up to $1.0 billion, subject to customary terms and conditions. Borrowings under the Facility bear interest at a rate of Secured Overnight Financing Rate (“SOFR”) plus 250 basis points (2.50%). “This strengthens our liquidity and enhances our financial flexibility as we execute our development and go-to-market strategy,” said Adam Sullivan, Chief Executive Officer of Core Scientific. “With this additional financing capacity, we can operate decisively by deploying capital to expedite project ready-for-service timelines, making us an even more compelling infrastructure provider for customers.” The Company expects to use proceeds from borrowings under the Facility, as and when drawn, for general corporate purposes related to the development of data center assets, including without limitation purchase equipment costs, pre-development costs, real property acquisition and costs related to the acquisition of, and entrance into, agreements for the procurement of additional energy for data centers. About Core Scientific, Inc. Core Scientific, Inc. (“Core Scientific” or the “Company”) is a leader in designing, building and operating large scale, purpose-built data centers for high-density colocation services. We operate facilities for high-density colocation services and are a premier provider of digital infrastructure, software solutions and services to our third-party customers. We employ our own fleet of computers (“miners”) to earn digital assets for our own account and are in the process of converting most of our existing facilities to support artificial intelligence-related workloads and next generation colocation services. We currently derive the majority of our revenue from earning digital assets for our own account but expect to rapidly increase revenue derived from high-density colocation (“HDC”). We intend to repurpose our remaining facilities currently used in our digital asset mining businesses to support our high-density colocation services business as circumstances allow and in a manner designed to retain access to electrical power under our control, maximize the value of our digital asset mining equipment to third parties and fulfill our existing obligations to suppliers and customers. Our facilities are located in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1) and Texas (3). To learn more, visit www.corescientific.com. Special Note Regarding Forward-Looking Statements
-more- This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward- looking 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. These forward-looking statements include, but are not limited to, statements regarding the Company’s use of proceeds from borrowings under the Facility and the impact of the Facility on the Company’s liquidity and financial flexibility. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management. These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks, assumptions and uncertainties include those described in Part I. Item 1A. — “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. There may be additional risks that the Company could not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release and should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date they are made. Please follow us on: https://www.linkedin.com/company/corescientific/ https://twitter.com/core_scientific https://www.youtube.com/@Core_Scientific Investors: ir@corescientific.com
-end- Media: press@corescientific.com
FAQ
What financing facility did Core Scientific (CORZ) secure with Morgan Stanley?
Core Scientific secured a senior secured term loan facility of $500.0 million , provided by lenders arranged by Morgan Stanley Senior Funding, Inc. The agreement also includes an accordion feature allowing the company to request up to an additional $500.0 million in commitments, subject to customary conditions and lender participation.
What are the interest rate and maturity terms of Core Scientific’s new loan?
The term loan bears interest at term SOFR, subject to a 0% floor, plus an applicable margin of 2.50% per year. The facility has a 364-day maturity, with all obligations due on the date that is 364 days after the March 4, 2026 closing date defined as the Maturity Date.
How will Core Scientific (CORZ) use proceeds from the $500 million facility?
Core Scientific intends to use loan proceeds for general corporate purposes related to developing data center assets, including equipment purchases, energy and commodity deposits, real property acquisition costs and pre-development costs. The agreement excludes using these funds to repay other indebtedness or to pay dividends or other distributions on company stock.
Did Core Scientific draw the full $500 million term loan commitment?
Yes. Core Scientific borrowed the full initial $500.0 million available under the credit agreement on March 5, 2026. The company can draw additional amounts only if commitments are increased under the accordion feature, which allows requests for up to an extra $500.0 million in lender commitments, subject to conditions.
What collateral and guarantees secure Core Scientific’s new credit agreement?
The company’s obligations are guaranteed by certain direct or indirect, wholly owned material domestic subsidiaries. The loans and guarantees are secured by a first-priority lien on substantially all assets of Core Scientific and these guarantor subsidiaries, providing strong collateral coverage for the lenders under the term loan facility.
What mandatory prepayment provisions apply to Core Scientific’s loan facility?
The credit agreement requires reducing commitments and prepaying loans with 100% of net cash proceeds from certain non-ordinary course asset sales, new borrowed money debt, specified casualty or condemnation proceeds, equity raises and certain fees. These mandatory prepayments are subject to customary exceptions detailed in the agreement’s terms.
Filing Exhibits & Attachments
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Agreements & Contracts
Core Scientific Inc