Skip To Content

XPDI Class Action Settlement

1-866-588-6348

This official website is maintained by the Settlement Administrator under the supervision of Plaintiffs’ Counsel in the putative stockholder class action entitled Brad Ihle v. Theodore J. Brombach, Patrick C. Eilers, James P. Nygaard, Jr., and XPDI Sponsor LLC, C.A. No. 2023-0759-LWW pending in the Court of Chancery of the State of Delaware.

XPDI Class Action Settlement

Please be advised that your rights will be affected by the stockholder class action (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you were a public stockholder of Power & Digital Infrastructure Acquisition Corp. (“XPDI” or the “Company”) as of the Redemption Deadline on January 14, 2022, at 5:00 p.m. EST through the closing of the merger between XPDI and Core Scientific, Inc. (the “Transaction”) on January 20, 2022 (the “Class Period”), and did not redeem your shares in connection with the Transaction.

Notice of Pendency of Class Action: Please be advised that your rights will be affected by the above-captioned stockholder class action (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you were a public stockholder of XPDI Class A Common Stock as of January 14, 2022.

Notice of Settlement: Please also be advised that (i) Plaintiff Brad Ihle (“Plaintiff”), individually and on behalf of the Class; and (ii) Defendants Theodore J. Brombach, Patrick C. Eilers, James P. Nygaard, Jr., and XPDI Sponsor LLC (“Defendants,” and together with Plaintiff, the “Parties”) have reached a proposed settlement for $14,750,000 in cash (the “Settlement Amount”) as set forth in the Stipulation.

The Settlement, if approved, will resolve all claims in the Action for alleged breaches of fiduciary duty in connection with the Transaction (the “Claims”) against the Defendants.

PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY. The Notice explains how Class Members will be affected by the Settlement. The following table provides a brief summary of the rights you have as a Class Member and the relevant deadlines, which are described in more detail later in this Notice.

CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT:
Description Due Date

TO RECEIVE A PAYMENT FROM THE SETTLEMENT, CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM.

If you are a member of the Class (defined in Paragraph 28 of the Notice), you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form to receive a distribution from the Settlement, if approved by the Court. Your distribution from the Settlement will be paid to you directly. See Paragraphs 41-49 of the Notice for further discussion.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 24, 2026.

If you are a member of the Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Class Counsel’s request for a Fee and Expense Award, you may write to the Court and explain the reasons for your objection.

ATTEND A HEARING ON MARCH 17, 2026, AT 11:00 A.M. AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 24, 2026.

Filing a written objection and notice of intention to appear that is received by February 24, 2026, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the March 17, 2026, hearing may be conducted by telephone or videoconference (see Paragraphs 54-55 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.