Form 4: Core Scientific Officer's RSU Vesting & Tax Sale

Core Scientific's Chief Legal and Administrative Officer, Todd DuChene, acquired 55,758 performance-based restricted stock units and disposed of 139,873 shares to cover tax obligations, resulting in a net decrease in his beneficial ownership.

Summary

• Todd DuChene, Chief Legal and Administrative Officer of Core Scientific, Inc. (CORZ), reported transactions on December 31, 2025.
• He acquired 55,758 shares of Common Stock at a price of $0, representing the 300% vesting of the second installment of performance-based restricted stock units granted on July 19, 2024.
• He also disposed of 139,873 shares of Common Stock at a price of $15.08 per share to satisfy withholding tax obligations upon the vesting of restricted stock units.
• Additionally, DuChene received 694 shares of Common Stock on October 27, 2025, involuntarily and for no consideration, as an in-kind distribution from a claims settlement reserve related to previous bankruptcy proceedings, which was exempt from Section 16.
• Following these transactions, DuChene's direct beneficial ownership of Common Stock is 1,938,007 shares.

Sentiment

Score: 6

Explanation: The acquisition of performance-based restricted stock units, particularly at a 300% vesting rate, indicates strong achievement of performance targets by the executive. However, the net reduction in beneficial ownership due to tax-related dispositions slightly tempers the overall sentiment.

Positives

• The acquisition of 55,758 performance-based restricted stock units at a 300% vesting rate indicates the achievement of significant performance targets by the executive.
• The officer's continued significant beneficial ownership of 1,938,007 shares aligns management interests with shareholders.

Negatives

• The disposition of 139,873 shares to cover tax obligations represents a reduction in the officer's direct shareholding.
• The net effect of the reported transactions (55,758 shares acquired vs. 139,873 shares disposed) is a decrease of 84,115 shares in beneficial ownership.

Risks

• The mention of shares from a "reserve of shares of Common Stock held for certain claims settlement matters in connection with previous bankruptcy proceedings of the Issuer" indicates past financial distress, which could carry residual risks or perceptions.

Future Outlook

N/A

Management Comments

• The acquisition of performance-based restricted stock units reflects the 300% vesting of the second installment of previously granted units, indicating the achievement of performance targets.

Industry Context

N/A

Legal Proceedings

• Receipt of 694 shares by the reporting person was related to claims settlement matters from the Issuer's previous bankruptcy proceedings.

Stakeholder Impact

• Shareholders: The executive's continued significant ownership aligns management interests. The 300% RSU vesting suggests strong company performance, which could be positive for shareholder confidence.
• Employees: The vesting of performance-based units could signal a positive performance culture within the company.

Key Dates

Recommendation

This Form 4 reports routine insider transactions related to executive compensation and tax obligations. While the 300% vesting of performance-based restricted stock units is a positive indicator of executive performance and potentially company achievement, the net decrease in beneficial ownership due to tax withholding is a common occurrence. The filing does not provide new fundamental information to alter an existing investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Core Scientific, CORZ, Form 4, Insider Transaction, Restricted Stock Units, Performance-based compensation, Executive Compensation, Beneficial Ownership, Todd DuChene, Bitcoin Mining, Digital Asset Mining