Welcome to our dedicated page for Core Scientific SEC filings (Ticker: CORZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Core Scientific, Inc. (NASDAQ: CORZ) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Core Scientific operates in data processing, hosting and related services, with business segments that include digital asset self-mining, digital asset hosted mining and high-density colocation. Its SEC filings offer detailed insight into how these activities are structured, the associated risks and the company’s capital markets activity.
Investors can review annual reports on Form 10-K and quarterly reports on Form 10-Q for narrative and quantitative information about Core Scientific’s digital infrastructure, revenue mix among self-mining, hosted mining and high-density colocation, and its stated transition toward artificial intelligence-related workloads. These reports also describe facility locations across several U.S. states and discuss operational dependencies such as access to significant electric power resources.
Current reports on Form 8-K are particularly important for tracking material events. In 2025, Core Scientific filed multiple 8-Ks regarding an Agreement and Plan of Merger with CoreWeave, Inc., the scheduling of a special meeting of stockholders, supplemental proxy disclosures, and the final voting results. A Form 8-K dated October 30, 2025 reports that stockholders did not approve the merger proposal and that the Merger Agreement was terminated, while a Form 8-K dated October 31, 2025 provides detailed vote counts.
These filings also contain extensive risk factor discussions, including the company’s ability to earn digital assets profitably, attract high-density colocation customers, secure power resources, and navigate regulatory developments affecting digital assets and high-density computing. Stock Titan enhances this information with AI-powered summaries that explain the key points of lengthy filings, highlight notable changes across reporting periods and surface items such as insider-related disclosures reported on Form 4 when available. Real-time updates from EDGAR help users monitor new CORZ filings, while AI-generated overviews make complex documents more accessible to a broad range of investors.
Core Scientific (CORZ) reported that its stockholders did not approve the Merger Agreement with CoreWeave at a special meeting. Following the vote, the company terminated the Merger Agreement effective immediately.
The proposed transaction would have combined Core Scientific and CoreWeave by merging a CoreWeave subsidiary into Core Scientific, with Core Scientific continuing as the surviving company and becoming a wholly owned subsidiary of CoreWeave. The company also furnished a press release announcing the termination.
Core Scientific (CORZ) announced preliminary results from its October 30, 2025 special meeting, stating it did not receive the votes necessary to approve its previously announced merger agreement with CoreWeave, Inc. The company furnished a press release with additional details.
The update comes via an 8-K under Item 7.01, which means the information and press release are furnished rather than filed. No vote counts or next steps were provided in the excerpt.
Two Seas Capital filed definitive additional proxy materials urging Core Scientific (NASDAQ: CORZ) shareholders to vote AGAINST the proposed sale to CoreWeave (NASDAQ: CRWV).
Two Seas cites the deal’s value of $16.40 per share and argues Core Scientific’s standalone prospects are stronger, highlighting low‑cost power, data center expertise, and a 700‑megawatt pipeline. The special meeting to vote on the transaction is scheduled for October 30, 2025. Two Seas states it is one of the largest shareholders and expresses confidence in management’s ability to expand hosting and HPC capacity.
Core Scientific (CORZ) reported Q3 2025 results showing a smaller business focused on transitioning from crypto self-mining to high-density colocation. Total revenue was $81.1 million (vs. $95.4 million a year ago), led by digital asset self-mining $57.4 million, colocation $15.0 million, and hosted mining $8.7 million. The company posted a net loss of $146.7 million (vs. $455.3 million loss), driven largely by a $74.9 million non-cash increase in warrant fair value and higher SG&A.
For the nine months, revenue was $239.3 million (vs. $415.7 million) with a net loss of $502.8 million. Cash and cash equivalents were $453.4 million (down from $836.2 million at year-end) after $454.2 million of property and equipment purchases. Deferred revenue rose to $344.1 million, largely from colocation customer funding, and customer funding receivable reached $343.1 million, reflecting site build activity. The company held 2,116 bitcoin valued at $241.4 million as of September 30, 2025.
Total assets were $2.30 billion versus total liabilities $3.42 billion, resulting in a stockholders’ deficit of $1.13 billion. Management highlighted the ongoing pivot to AI-related colocation and noted the proposed acquisition by CoreWeave, with the S‑4 declared effective on September 26, 2025.
Core Scientific (CORZ) furnished a press release announcing its financial results for the third quarter ended September 30, 2025. The press release is included as Exhibit 99.1 under Item 2.02, with related disclosure under Item 7.01. These materials are furnished and not deemed filed under the Exchange Act.
CoreWeave issued a Rule 425 communication urging Core Scientific stockholders to vote FOR their all‑stock merger. The company disagreed with proxy advisors ISS and Glass Lewis, stating the reports focus on Core Scientific’s current share price and overlook standalone risks.
Deal terms remain unchanged: Core Scientific stockholders would receive 0.1235 newly issued shares of CoreWeave Class A common stock for each Core Scientific share. The Boards of both companies unanimously approved the transaction, which is expected to close in the fourth quarter of 2025, subject to regulatory and Core Scientific stockholder approvals.
CoreWeave noted the SEC declared its Form S‑4 effective on September 26, 2025, and the related prospectus and Core Scientific’s definitive proxy statement were mailed on or about that date. The company reiterated that the merger consideration is, in its view, a fair representation of the relative value of the two companies and encouraged votes on the WHITE proxy card.
Core Scientific (CORZ) announced supplemental disclosures to its merger proxy/prospectus with CoreWeave to address stockholder complaints while the parties deny any additional disclosure is legally required. The Form S-4 for the merger was declared effective on September 26, 2025, and the proxy statement/prospectus was first mailed on or about that date. Several stockholder lawsuits challenging disclosures remain pending. To moot disclosure claims and avoid potential expense and delay, the companies provided added detail on director equity, valuation comparisons, and financial advisor analyses.
The supplements state that unvested RSU awards held by Core Scientific’s five non‑employee directors that would vest at closing have an estimated aggregate value of $8,515,576. Updated comparable company tables for both Core Scientific and CoreWeave are included. PJT’s DCF for Core Scientific references a terminal multiple range of 18.0x to 22.0x on terminal-year Adjusted EBITDA, which management estimated at $899 million, with business-line discount rates ranging from 10.00% to 21.00%. For CoreWeave, PJT applied a 20.0x to 30.0x exit multiple on Adjusted EBIT with a 10.00% to 12.00% discount rate.
Core Scientific, Inc. (CORZ) filed an 8‑K announcing supplemental disclosures to its proxy statement/prospectus for the proposed merger with CoreWeave. The updates expand valuation analyses and executive/director interests disclosed to shareholders.
The company added detail on director equity treatment, stating the estimated aggregate value of unvested RSU awards held by five non‑employee directors that would vest at the merger’s effective time is $8,515,576.
Valuation materials were supplemented. For Core Scientific, PJT’s discounted cash flow analysis applied an exit multiple range of 18.0x to 22.0x to a terminal-year Adjusted EBITDA estimated by management at $899 million, with after-tax discount rates ranging from 10.00% to 21.00% across business segments. For CoreWeave, PJT’s DCF used a 20.0x to 30.0x exit multiple on terminal-year Adjusted EBIT and a 10.00% to 12.00% after-tax discount rate. The Moelis comparable company tables for both Core Scientific and CoreWeave were also updated.
Two Seas Capital (CORZ) filed definitive additional proxy materials urging shareholders to vote AGAINST Core Scientific’s proposed sale to CoreWeave. The filing highlights that both leading proxy advisors—ISS and Glass Lewis—now recommend an AGAINST vote on the GOLD proxy card ahead of the special meeting on October 30, 2025.
ISS cited concerns around the board’s sale process, noting an “expeditious timeline,” limited exploration of alternatives, and the absence of protection against the volatility of the stock-based consideration. Glass Lewis similarly flagged deal structure and valuation, pointing to the lack of price-protection mechanisms and the market’s persistent premium for CORZ shares over the implied offer value. Glass Lewis referenced a roughly two‑month period where the implied consideration trailed Core Scientific’s closing price by an average daily spread of -11.4%, and ISS noted CORZ shares closed at a median 12.5% premium to the offer during a key window. Two Seas asserts the company has strong standalone potential in AI/HPC hosting and asks holders to follow the advisors’ recommendations.
Two Seas Capital, a major Core Scientific (NASDAQ: CORZ) shareholder, filed definitive additional proxy materials urging a vote AGAINST the proposed sale to CoreWeave (announced July 7, 2025). In a letter to shareholders, Two Seas argues the deal substantially undervalues Core Scientific.
The firm cites an implied value of about $17.50 per share based on the 0.1235 exchange ratio and CoreWeave’s October 16, 2025 stock price, noting CORZ has traded above the daily implied deal value for 44 straight trading days, by an average of 13%. Two Seas highlights sector transactions and peer stock performance to suggest greater standalone upside and asks holders to use the GOLD proxy card to vote against the transaction.