Business Context and Reporting Period
This Form 8-K filing by Core Scientific, Inc. (CORZ) reports on events occurring on February 18, 2026. The filing details a material definitive agreement with Two Seas Capital LP and changes to the composition of the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and contractual agreements rather than financial performance.
Material Changes
- Cooperation Agreement: Entered into a Cooperation Agreement with Two Seas Capital LP on February 18, 2026.
- Board Composition: The Company agreed to appoint three independent directors in consultation with Two Seas:
- First director: By March 15, 2026.
- Second director: By September 15, 2026 (or as soon as reasonably practicable after the 2026 Annual Meeting).
- Third director: Prior to the 2027 Annual Meeting.
- Board Size Restrictions: Until the 2027 Annual Meeting, the Board size cannot exceed 9 directors, nor can it be decreased in a way that forces the resignation of the new directors, without Two Seas' consent.
- Director Departure: Jordan Levy, Chairman of the Board, will not stand for re-election at the 2026 Annual Meeting. This decision is not due to any disagreement with the Company.
- Future Nomination: One current director will not be nominated for re-election at the 2027 Annual Meeting.
Guidance, Outlook, and Risks
- Voting Commitments: Two Seas agreed to voting commitments effective until the 2027 Annual Meeting.
- Standstill Provisions: Two Seas agreed to customary standstill provisions for a one-year period following the agreement execution.
- Non-Disparagement: Both parties agreed to a mutual non-disparagement provision.
- Outlook: No specific financial guidance or operational outlook was provided in this filing.
Investor Verification Checklist
- Verify the specific terms of the Cooperation Agreement attached as Exhibit 10.1.
- Confirm the identities of the three independent directors to be appointed.
- Monitor the 2026 Annual Meeting proxy statement for the formal election results regarding Jordan Levy's departure.
- Review the impact of the board size cap (9 directors) on future governance flexibility.