Core Scientific Chief Legal Officer Sells 10,000 Shares in Planned Trading Program

Executive Share Disposition Within Pre-Arranged Trading Framework

Todd M. DuChene, who serves as Chief Legal and Administrative Officer at Core Scientific, Inc., executed the sale of 10,000 shares of the company's common stock on July 20, 2026. The transaction was completed at a weighted average price of $22.2995 per share, with individual sales occurring across a price range from $21.99 to $22.71 per share, inclusive. This share sale represented a disciplined execution of the insider's pre-established trading strategy rather than an unscheduled market transaction.

The sale occurred pursuant to a Rule 10b5-1 trading plan that DuChene had adopted on December 5, 2025. Rule 10b5-1 trading plans are contractual arrangements that allow company insiders to establish predetermined schedules for buying or selling securities while satisfying specific affirmative defense conditions under securities law. These plans provide insiders with a mechanism to execute trades according to a fixed formula or schedule, helping to demonstrate that trading decisions were made without access to material nonpublic information at the time the plan was established.

Core Scientific's Leadership Structure and Insider Holdings

Core Scientific, Inc. operates as a blockchain and digital infrastructure company, providing services and infrastructure to support cryptocurrency mining and related digital asset activities. The company has established executive and administrative leadership roles to oversee legal compliance, corporate governance, and administrative operations essential to managing a complex, regulated technology enterprise in the digital assets sector.

Following the July 20, 2026 transaction, DuChene holds 1,999,101 shares of Core Scientific common stock in direct beneficial ownership. This substantial shareholding reflects significant alignment between the executive's personal financial interests and those of the company's public shareholders. The magnitude of remaining direct ownership indicates that DuChene maintains considerable exposure to Core Scientific's operational performance and share price movements, a factor that may be relevant to investors evaluating executive incentive alignment and confidence in the organization's strategic direction.

Transaction Mechanics and Pricing Execution Details

The 10,000-share disposition was not a single block trade at a fixed price. Instead, the filing indicates that multiple transactions occurred within a defined price range, with the weighted average serving as the reported execution price. The shares traded at prices spanning from $21.99 to $22.71 per share, a range of approximately $0.72 per share or roughly 3.3 percent from low to high. This multi-tranche approach to the share sale is consistent with how large institutional or insider sales are frequently structured, allowing for execution across different time periods or trading sessions to potentially achieve better pricing outcomes.

The weighted average price of $22.2995 provides the most relevant metric for evaluating the transaction's economic outcome. DuChene undertook to provide detailed information regarding the number of shares sold at each separate price within the disclosed range to Core Scientific, the company's security holders, or the Securities and Exchange Commission staff upon request. This commitment to transparency regarding individual transaction prices ensures that all stakeholders can access granular data about how the shares were distributed across the trading range, should such information be requested by authorized parties.

Rule 10b5-1 Trading Plans and Insider Trading Compliance

The DuChene transaction exemplifies the use of Rule 10b5-1 trading plans, a regulatory framework established under the Securities Exchange Act of 1934 to provide insiders with a structured method for securities transactions. When an insider adopts such a plan, the trading arrangement is disclosed to the company and documented with the Securities and Exchange Commission. The plan must meet specific conditions, including that the contract, instruction, or written plan for the purchase or sale of securities must have been entered into in good faith and not as part of a plan or scheme to evade insider trading prohibitions. Once properly adopted, these plans allow insiders to execute securities transactions according to predetermined terms without concern that trading decisions were influenced by material nonpublic information available at the time of execution.

The December 5, 2025 adoption date of DuChene's trading plan predates the July 20, 2026 transaction by more than seven months. This temporal separation between plan adoption and execution is standard practice in Rule 10b5-1 arrangements, as it provides a clear historical record that the trading decision was established well in advance of any contemporaneous market knowledge. By establishing the trading schedule months earlier, insiders can demonstrate to regulators and shareholders that the specific transaction was predetermined and not reactive to recent company developments, earnings announcements, or other events that might have provided material nonpublic information.

Beneficial Ownership Calculations and Reporting Requirements

Under Securities Exchange Act Section 16(a) reporting requirements, insiders including officers, directors, and beneficial owners of more than 10 percent of a company's equity must disclose changes in their beneficial ownership within two business days of transaction execution. The term "beneficial ownership" encompasses both direct ownership, where the insider holds shares registered in their own name or held through personal accounts, and indirect ownership through entities such as trusts, family partnerships, or other holding vehicles. For DuChene, the 1,999,101 shares reported in the filing are carried as direct beneficial ownership, meaning they are held directly by the reporting person rather than through intermediary entities.

The calculation of beneficial ownership following a transaction is essential information for shareholders evaluating insider stake in the company. In this case, the pre-transaction beneficial ownership can be inferred from the post-transaction figure by adding back the 10,000 shares sold, indicating DuChene held approximately 2,009,101 shares immediately before the July 20 sale. This approach allows investors to understand the executive's equity position before and after the transaction, providing insight into the executive's confidence level and financial commitment to Core Scientific as reflected through direct share ownership.

Timing and Reporting of Insider Securities Transactions

The transaction executed on July 20, 2026 was reported in a company update filed with the Securities and Exchange Commission on July 22, 2026, which represents compliance with the two-business-day reporting window required under Section 16(a) of the Securities Exchange Act. Timely reporting of insider transactions ensures that public shareholders have access to information about material changes in insider holdings within a short timeframe, allowing market participants to evaluate the significance of insider trading activity as it occurs.

The brevity of the reporting window reflects regulatory intent to prevent delays that might otherwise allow insiders to benefit from information asymmetries or allow insider trading patterns to go undetected for extended periods. By requiring disclosure within two business days, the regulatory framework ensures that shareholders and other market participants can observe insider transaction activity with minimal lag between execution and public disclosure. This reporting framework has become a core mechanism through which investors monitor insider behavior and executive confidence in company valuations.

Core Scientific's Business Operations and Market Context

Core Scientific, Inc. is a prominent operator in the blockchain infrastructure and digital asset services sector, a market segment that has experienced significant volatility and regulatory evolution over recent years. The company provides infrastructure, operational support, and services related to cryptocurrency mining activities and related digital asset applications. Core Scientific's revenue model depends on factors including cryptocurrency prices, mining difficulty adjustments, energy costs, and the regulatory environment governing digital asset activities across jurisdictions where the company operates.

The company's operational complexity and exposure to rapidly evolving regulatory frameworks make internal legal and administrative leadership particularly important. As Chief Legal and Administrative Officer, DuChene bears significant responsibility for navigating compliance requirements, managing regulatory relationships, and addressing legal risks inherent to operating in the digital assets sector. The executive's decision to maintain nearly 2 million shares of direct beneficial ownership suggests substantial confidence in the company's strategic positioning and long-term value creation potential within this dynamic market environment.

Insider Ownership as a Market Signal to Investors

Executive share ownership levels serve as an important indicator for investors seeking to assess management's alignment with shareholder interests. When senior executives maintain substantial direct ownership of company shares, it theoretically creates incentives for these individuals to make decisions that maximize long-term shareholder value, as their personal financial outcomes are directly linked to company performance. Conversely, large sales of shares by insiders can sometimes be interpreted by market participants as a potential signal that an executive believes the stock is fully valued or that near-term headwinds may be anticipated, though such interpretations must be carefully evaluated in context.

In the case of DuChene's transaction, the sale of 10,000 shares represents approximately 0.5 percent of his post-transaction beneficial ownership of 1,999,101 shares. This modest percentage disposition, executed through a pre-arranged trading plan established seven months earlier, suggests a routine rebalancing of the executive's portfolio rather than a wholesale liquidation or dramatic reduction of company exposure. Investors evaluating this transaction should consider both the predetermined nature of the trading plan and the executive's continued substantial ownership position as relevant context for interpreting the meaning of this insider transaction.

Verification and Document Access for Shareholders

The update filed by Core Scientific includes an undertaking by DuChene to provide detailed information regarding the specific prices at which the 10,000 shares were sold to the company, its security holders, or the Securities and Exchange Commission staff upon request. This commitment ensures that interested parties can obtain granular transaction data beyond the weighted average price reported in the primary disclosure. Shareholders who wish to review the detailed pricing information may direct requests to Core Scientific's investor relations function or contact the Securities and Exchange Commission directly, as the company has committed to cooperating with such information requests.

The filing document itself, available through the Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system, provides the authoritative record of DuChene's beneficial ownership changes and transaction details. Investors seeking comprehensive information about insider transactions at Core Scientific can access this disclosure through the SEC's public database using the company's ticker symbol CORZZ or Central Index Key identifier. The availability of these documents through public channels reflects the regulatory principle that material information regarding insider trading activity should be accessible to all investors on an equal basis.