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COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES 9.        COMMITMENTS AND CONTINGENCIES
Commitments
As of March 31, 2026, the Company had approximately $1.47 billion of expected future cash expenditures under its outstanding
purchase and construction commitments, primarily related to infrastructure development costs, power utility deposits, equipment
procurement, and labor. These commitments relate to the remaining build out at existing customer conversion sites, and new
greenfield development undertaken for prospective customers. Of this amount, $434.0 million will be passed through to the
Company’s customer as invoiced. Substantially all of these expenditures are expected to occur within the next 12 months.
The Company routinely engages with construction vendors for the construction of its facilities. These engagements are
governed by contracts containing standard terms and conditions, including certain milestones that obligate the Company to pay as
work is completed. In the event of termination of any of these contracts by the Company, the Company would be liable for all work
that has been completed or is in process, plus any applicable fees. The Company generally has the right to cancel open purchase orders
prior to delivery or terminate the contracts without cause.
Legal Proceedings
The Company is subject to legal proceedings arising in the ordinary course of business. The Company accrues losses for a legal
proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the
uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters.
Accordingly, actual costs incurred may differ materially from amounts accrued and could materially adversely affect the Company’s
business, cash flows, results of operations, financial condition and prospects. Unless otherwise indicated, the Company is unable to
estimate reasonably possible losses in excess of any amounts accrued.
Purported Shareholder Class Action (“Pang”)
On November 14, 2022, Plaintiff Mei Pang filed a purported class-action complaint against Core Scientific, Inc., its former
chief executive officer, Michael Levitt, and others in the United States District Court, Western District (Austin) of Texas asserting that
the Company violated the Securities Act and Exchange Act by allegedly failing to disclose to investors that among other things the
Company was vulnerable to litigation given its decision to pass power costs to its customers, that certain clients had breached their
contracts, and that this impacted the Company’s profitability and ability to continue as a going concern. The complaint seeks monetary
damages. Core filed a notice of suggestion of bankruptcy stating that its petition for bankruptcy—filed on December 21, 2022—
operates as a stay to the continuation of this matter. Plaintiff subsequently withdrew its claims against Core. A lead plaintiff was
appointed in April 2023 and proofs of claim were filed in the Company’s Chapter 11 Cases. After the Company filed its motion to
dismiss and a subsequent motion for consideration with respect to remaining claims not dismissed, all remaining claims in the
complaint against the individual defendants were subsequently dismissed without prejudice in April 2024.
On December 7, 2023, the United States Bankruptcy Court for the Southern District of Texas in Houston, sustained the
Company’s objection to the filed class proof of claim without prejudice to re-file a proof of claim on an individual basis by December
20, 2023; and denied plaintiff’s Motion for Class Treatment under Fed. R. Bankr. P. 7023. No individual proof of claim was filed by
any of the class representatives of the purported class action by December 20, 2023, and a separately filed objection to confirmation of
Debtors’ Fourth Amended Chapter 11 Plan and Disclosure Statement was overruled by the Bankruptcy Court on January 16, 2024. On
January 29, 2024, plaintiff filed a notice of appeal of the order confirming the Company’s Plan of Reorganization.
On June 7, 2024, Plaintiff refiled its complaint asserting that the individual defendants violated the Securities Exchange Act by
allegedly failing to disclose to investors that among other things the Company failed to disclose known trends or uncertainties that
would have an impact on the Company’s financial performance. The Company’s motion to dismiss the refiled complaint is pending
with the United States District Court in Austin, Texas.
On March 7, 2025, the United States District Court for the Western District (Austin) of Texas referred Plaintiff's complaint to
the United States Bankruptcy Court for the Southern District of Texas in Houston for determination of the issues raised by the
Company's motion to dismiss, dismissed without prejudice Company's motion to dismiss as moot and administratively closed the case.
On March 19, 2025, the United States Bankruptcy Court Southern District of Texas Houston Division dismissed Plaintiff's appeal of
the order confirming the Company's Plan of Reorganization as it related to the Plaintiffs as moot in light of the administrative closure
of the securities case brought by the Plaintiffs in the United States District Court Western District of Texas. On April 2, 2025, the
Plaintiff's filed a Motion for Reconsideration of the orders entered in each of the United States District Court for the Southern District
of Texas Houston Division and the United States District Court for the Western District of Texas (Austin) each of which was denied
and as to which Plaintiff has appealed.
Shareholder Class Action (“Ihle”)
On July 24, 2023, Plaintiff Brad Ihle filed a class action complaint against certain officers and directors of Power & Digital
Infrastructure Acquisition Corp. (the former name of the current corporate entity operating our business, or “XPDI”) and XMS
Sponsor LLC et al, in the Court of Chancery State of Delaware. The complaint alleges breach of fiduciary duties arising out of the
merger of XPDI and the entity that conducted our business operations prior to the merger and the marketing and solicitation of
shareholders pursuant to that merger agreement dated July 20, 2021. Certain of the defendants have notified the Company of their
intention to seek defense and indemnification in this matter pursuant to Delaware law and the Company’s bylaws. The matter was
settled during the quarter ended December 31, 2025, with the Company’s payment in satisfaction of its existing indemnification
obligation. This payment is reflected in the Loss on legal settlements in the Company’s condensed consolidated statements of
operations.
Patent Infringement Claim
Malikie Innovations Ltd and Key Patents Innovations Ltd. (“Malikie”), filed suit in the United States District Court Eastern
District of Texas Marshall Division against Core Scientific, Inc. (the “Company”) alleging infringement in the Company’s bitcoin
mining business of U.S. Patent Nos. 8,788,827; 10,284,370; 8,666,062; 7,372,960; and 8,532,286. On July 20, 2025 the Company
filed a motion to dismiss the claims on the basis that the patents are invalid under 35 U.S.C §101 and on July 25, 2025 the Company
filed a motion to transfer the case to the United States District Court for the Western District of Texas (Austin). On November 14,
2025 Malikie filed a motion to amend the complaint to add allegations of infringement of U.S. Patent No. 8,712,039 by the
Company’s bitcoin mining business and its HPC business. Malikie also asserted infringement of the previously asserted 8,532,286
patent against the Company’s HPC business. All motions are pending. The court set a trial date of January 25, 2027.
Leases—See Note 5 — Leases for additional information.