Business Context and Reporting Period
Company: Core Scientific, Inc. (CORZ)
Filing Type: Form 8-K (Current Report)
Date of Report: March 2, 2026
Reporting Period: The filing primarily addresses a material restatement of financial statements for periods ranging from the three months ended June 30, 2024, through the nine months ended September 30, 2025. It also references the announcement of Q4 2025 results.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are referenced as being contained in the press release (Exhibit 99.1) and the amended reports, which are not included in the provided text.
Material Changes and Restatement
The Company has issued a non-reliance notice for previously issued financial statements covering the "Non-Reliance Periods" (June 30, 2024, through September 30, 2025). The material change involves a restatement due to accounting errors:
- Error Description: Property, plant, and equipment (PP&E) were overstated.
- Cause: Improper continued capitalization of carrying values for assets committed to demolition during the conversion of digital asset mining facilities to high-performance computing (HPC) colocation infrastructure.
- Correction: Assets should have been written down to fair value via impairment charges in the periods the demolition commitment was made.
- Impact: The Company is filing amended Form 10-K (2024) and Form 10-Q (Q1, Q2, Q3 2025) to correct these errors. Investors are instructed not to rely on previously issued reports for these periods.
Guidance, Risks, and Internal Controls
Internal Control Weakness: The Company identified a material weakness in internal control over financial reporting. Management concluded that controls were ineffective as of December 31, 2024, and December 31, 2025, as well as interim periods in 2025. The weakness stemmed from insufficient trained personnel to evaluate impairment for assets intended for demolition.
Auditor Opinion: Marcum LLP (auditor for 2024) will revise its internal control opinion to an adverse opinion due to the material weakness. KPMG LLP is the auditor for the fiscal year ended December 31, 2025.
Remediation: A remediation plan is being developed and implemented. Details will be reported in the amended filings.
Forward-Looking Statements: The filing includes standard disclaimers regarding the timing of remediation and the impact of the restatement, noting that actual results may vary materially from expectations.
Investor Verification Checklist
- Verify the specific financial impact of the restatement by reviewing the Amended 2024 Form 10-K and amended 2025 Form 10-Qs (Q1, Q2, Q3).
- Confirm the revised adverse opinion from Marcum LLP regarding internal controls for the 2024 fiscal year.
- Review the press release (Exhibit 99.1) for the actual Q4 2025 financial results, as numbers are not in this 8-K text.
- Monitor the progress of the remediation plan for the material weakness in asset impairment controls.
- Ensure all historical financial data used for analysis is sourced from the Amended Reports rather than original filings for the Non-Reliance Periods.