Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On August 25, 2026 (the “Closing Date”), Core Scientific, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), among the Company, as borrower, each issuing bank and lender party thereto from time to time (the “Lenders”), JPMorgan Chase Bank, N.A. as administrative agent and collateral agent.…
Filed Aug 27, 2026Accepted Aug 27, 2026, 7:07 AM EDTCIK 1839341Accession 0001839341-26-000021
Core Scientific is a leader in designing, building and operating large scale, purpose-built data centers for HDC services. Core Scientific operates facilities for high-density colocation services and is a premier provider of digital infrastructure, software solutions and services to its third-party customers. Core Scientific has historically derived the majority of its revenue from earning digital assets for its own account but is rapidly increasing revenue derived from HDC. Core Scientific is in the process of repurposing its remaining non-HDC facilities to support its HDC services business as circumstances allow. Core Scientific’s facilities are located in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1) and Texas (3).
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2026 (the “Closing Date”), Core Scientific, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), among the Company, as borrower, each issuing bank and lender party thereto from time to time (the “Lenders”), JPMorgan Chase Bank, N.A. as administrative agent and collateral agent.
The Credit Agreement provides for (a) a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million outstanding at any time (the “Revolving Credit Facility”), and (b) a letter of credit facility in an aggregate principal amount of up to $500.0 million outstanding at any time (the “L/C Facility” and together with the Revolving Credit Facility, the “Facilities” and each, a “Facility”).
Loans under the Revolving Credit Facility may be borrowed, repaid and reborrowed and letters of credit may be issued under the L/C Facility from time to time until the third anniversary of the Closing Date or, at the Company’s election in its sole discretion, the fourth anniversary of the Closing Date (the “Maturity Date”). The proceeds of borrowings under the Revolving Credit Facility may be used for general corporate purposes and working capital needs. Letters of Credit may be issued under the L/C Facility to provide credit support for specific project obligations under utility agreements and for other general corporate purposes of the Company and its subsidiaries. As of the Closing Date, no amounts were outstanding under either Facility.
Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, (i) Adjusted Term SOFR (subject to a 0.00% floor) plus an applicable margin of 1.750%, or (ii) an alternate base rate plus an applicable margin of 0.75%. Letters of credit issued under the L/C Facility are subject to (a) a per annum fee equal to 1.750% of the aggregate face amount of outstanding letters of credit and (b) a quarterly fronting fee equal to 0.125% of the aggregate face amount of outstanding letters of credit. The Company will also pay a quarterly commitment fee of 0.250% per annum on the actual daily unused portion of the Facilities.
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 contains customary representations, warranties and affirmative and negative covenants that are typical for facilities and transactions of this type and nature, including, among other things, covenants that 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 requires the Company’s liquidity, defined to include unrestricted cash on hand plus available undrawn commitments under the Revolving Credit Facility, as of the last day of each fiscal quarter to not be less than $150.0 million. In addition, as a condition to each borrowing under the Revolving Credit Facility, the Company must have a minimum market capitalization of not less than $3,000.0 million as of market close on the trading day immediately preceding each borrowing date.
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 2.03Item 2.03 - Creation of Direct Financial Obligation
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 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On August 27, 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.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.