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.
Two Seas Capital filed definitive additional proxy materials opposing Core Scientific’s proposed sale to CoreWeave. The activist investor released an investor presentation and is urging shareholders to vote AGAINST the transaction on the GOLD proxy card.
Two Seas argues the deal reflects a “flawed process,” a “deficient structure,” and an “inadequate” exchange ratio, and says Core Scientific would be better off as a standalone company. Shareholders are scheduled to vote at a special meeting on October 30, 2025. Two Seas identifies itself as the largest active CORZ shareholder and notes approximately $1.9 billion in assets under management.
Core Scientific, Inc. (CORZ) furnished an investor presentation related to its pending merger with CoreWeave. The presentation (Exhibit 99.1) supports the upcoming special meeting of stockholders to consider and vote on adopting the Agreement and Plan of Merger with CoreWeave and related matters.
The special meeting is scheduled for October 30, 2025. The materials are furnished under Item 7.01 and are not deemed filed. The registration statement on Form S-4 for the transaction was declared effective on September 26, 2025, and Core Scientific subsequently filed a definitive proxy statement on September 26, 2025.
Two Seas Capital LP, together with Two Seas Capital GP LLC and Sina Toussi, has filed definitive additional proxy soliciting materials related to Core Scientific, Inc. This filing indicates that these parties, rather than Core Scientific itself, are soliciting proxies from shareholders under the proxy rules of the Securities Exchange Act of 1934. The materials may be disseminated from time to time as described in Exhibit 1, and information about the participants in the solicitation and their interests is contained in Exhibit 2.
Two Seas Capital amended its Schedule 13D to report that affiliated funds and accounts beneficially own 19,902,624 shares of Core Scientific common stock, equal to approximately 6.5% of the outstanding common shares. The filing breaks out purchase costs: the Global Fund paid about $136,531,588 for its positions (including 12,961,981 shares, 34,000 options and 313,646 warrants), the Strategic Fund paid about $34,271,121 for 2,539,321 shares, and certain Accounts paid about $9,628,940 for 687,676 shares. The reporting persons state they will vote against the proposed merger and have filed a Definitive Proxy Statement related to a Special Meeting on 09/29/2025. The filing notes options to buy 3,400,000 shares at $15 expiring on 01/16/2026, and that the Global Fund sold 1,700,000 options at an exercise price of $21 expiring the same date. The disclosure indicates sole voting and dispositive power is held by Two Seas Capital under investment management agreements.
Todd DuChene, Chief Legal and Administrative Officer of Core Scientific, Inc. (CORZ), reported a transaction on 09/30/2025 showing 8,228 shares of Common Stock disposed at a price of $17.94. The Form indicates these shares were withheld to satisfy tax withholding obligations on vested restricted stock units. After the reported transaction, Mr. DuChene beneficially owns 2,021,428 shares, reported as direct ownership. The Form 4 was signed on 10/02/2025.
Adam Taylor Sullivan, Chief Executive Officer and director of Core Scientific, Inc. (CORZ), reported a transaction on 09/30/2025 in which 23,508 shares of Common Stock were disposed of at a price of $17.94 per share. The filing explains the disposition code F(1) and notes that the sale represented shares withheld to satisfy withholding tax obligations upon the vesting of restricted stock units. After the reported transaction(s), the filing shows the Reporting Person beneficially owns 4,363,600 shares, and separately discloses an earlier acquisition of 3,555 shares received on 07/17/2025 from an in-kind distribution by XMS XPDI Sponsor Holdings LLC that was exempt from Section 16 under Rule 16a-9.
Two Seas Capital, the largest active shareholder of Core Scientific, Inc., has filed a definitive proxy statement urging investors to vote against the proposed sale of Core Scientific to CoreWeave, Inc. on the GOLD proxy card.
In a letter to shareholders, Two Seas says it supports the strategic logic of combining with CoreWeave but argues the agreed exchange ratio and structure undervalue Core Scientific and expose shareholders to CoreWeave’s highly volatile stock. It points to Core Scientific’s strong position in high-performance computing infrastructure, notes the company has no pressing need to sell, and criticizes what it describes as a one-sided process and transaction. Two Seas also highlights that company executives would receive immediate vesting and tax reimbursements if the deal closes, while shareholders, in its view, lose the chance to benefit from Core Scientific’s long-term AI-driven growth.
CoreWeave and Core Scientific have entered into a merger agreement under which Miami Merger Sub I, Inc. will merge with and into Core Scientific, leaving Core Scientific as a wholly owned subsidiary of CoreWeave.
Each outstanding share of Core Scientific common stock will be converted into the right to receive 0.1235 shares of CoreWeave common stock (cash in lieu of fractional shares). Based on selected trading prices, the implied per-share values were approximately $20.40 (CoreWeave close on July 3, 2025) and $15.64 (CoreWeave close on September 25, 2025). The Core Scientific board unanimously recommends voting FOR the Merger and the advisory compensation proposal.
The record date for voting is September 19, 2025 and proxies must be received by 11:59 p.m. ET on October 29, 2025. Completion is subject to customary conditions including stockholder approval, regulatory clearances (HSR), effectiveness of the Form S-4, no material adverse effect, and Nasdaq listing approval. CoreWeave estimates issuance of approximately 39,685,636 shares at closing and post-closing ownership of roughly 90.6% CoreWeave holders and 9.4% Core Scientific holders. A $270 million termination fee is specified in certain circumstances.