Business Context and Reporting Period
Company: Core Scientific, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 13, 2026
Event: Completion of the acquisition of Polaris DS LLC.
Key Financial Metrics
This filing reports a specific transaction rather than periodic financial performance. Key transaction metrics include:
- Aggregate Purchase Price: Approximately $444.3 million in cash.
- Contingent Consideration: Potential additional $40 million in cash if 40 megawatts of firm electric capacity becomes available to the target prior to December 31, 2026.
- Escrow: A portion of the purchase price was withheld and deposited in escrow to secure indemnification obligations.
Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity for the reporting period.
Material Changes
On August 13, 2026, Core Scientific, Inc. completed the previously announced acquisition of Polaris DS LLC (the "Target"). The transaction was executed via a merger between a wholly-owned subsidiary, Polar Merger Sub, LLC, and the Target. The Target survives the merger as a wholly-owned subsidiary of Core Scientific. This represents a significant expansion of the Company's assets and operations.
Guidance, Outlook, and Risks
Management Commentary: The Company issued a press release on August 14, 2026, announcing the closing of the Acquisition (furnished as Exhibit 99.1). The information in this Item 7.01 is furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act.
Contingencies: The final purchase price is subject to customary post-closing adjustments. The potential $40 million increase is contingent upon the availability of specific electric capacity by the end of 2026.
Risks: The filing references the Merger Agreement for complete terms and indemnification obligations secured by the escrow deposit.
Investor Verification Checklist
- Verify the final purchase price after customary post-closing adjustments.
- Confirm the status of the 40 megawatts of firm electric capacity required to trigger the additional $40 million payment.
- Review the full Merger Agreement (Exhibit 2.1 to the May 6, 2026 8-K) for detailed indemnification terms and escrow release conditions.
- Examine the press release (Exhibit 99.1) for strategic rationale and immediate operational impacts.