UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40046

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)


	Delaware		86-1243837
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

838 Walker Road

Suite 21-2105

Dover, Delaware

(Address of Principal Executive Offices)

19904

(Zip Code)

(512) 402-5233

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001 per share	CORZ	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share	CORZW	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share	CORZZ	The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

~~Indicate~~Exchange byAct ~~check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405~~ of ~~Regulation~~1934 ~~S-T (§232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such ~~files~~reports)., ~~Yes ☒ No ☐~~

and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of ~~the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐~~

Asthe Securities Exchange Act of ~~October 20,~~1934 ~~2025,~~subsequent ~~310,061,300~~to ~~shares~~the distribution of ~~Common~~securities ~~Stock,~~under ~~par~~a ~~value~~plan ~~$0.00001,~~confirmed ~~were~~by ~~outstanding~~a court. Yes ☒ No ☐

As of May 1, 2026, 317,885,292 shares of common stock, par value $0.00001, were outstanding.

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TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements	7
	Condensed Consolidated Balance Sheets (Unaudited)	8
	Condensed Consolidated Statements of Operations (Unaudited)	9
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)	10
	Condensed Consolidated Statements of Cash Flows (Unaudited)	13
	Notes to Unaudited Condensed Consolidated Financial Statements	14
	1 — Organization and Description of Business	14
	2 — Summary of Significant Accounting Policies	14
	3 — Property, Plant, and Equipment	19
	4 — Balance Sheet Components	19
	5 — Leases	20
	6 — Convertible and Other Notes Payable	23
	7 — Warrant Liabilities	24
	8 — Fair Value Measurements	24
	9 — Commitments and Contingencies	26
	10 — Income Taxes	27
	11 — Stock-Based Compensation	28
	12 — Net Loss Per Share	30
	13 — Segment Reporting	31
	14 — Supplemental Cash Flow and Noncash Information	35
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	64
Part II. Other Information
Item 1.	Legal Proceedings	64
Item 1A.	Risk Factors	65
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	70
Signatures		71

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including, without limitation, statements under Part I. Item 2. — “"Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements may be identified by the use of words such as “ability,” “aim,” “assume,” “estimate,” “plan,” “possible,” “project,” “forecast,” “goal,” “opportunity,” “intend,” “will,” “expect,” “anticipate,” “believe,” “enable,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s ability to scale and grow its business, the advantages and expected growth of the Company, the Company’s business strategies and initiatives, the Company’s ability to source and retain talent and the proposed acquisition of the Company by CoreWeave, Inc. (“CoreWeave”).. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this Quarterly Report on Form 10-Q, and on the current expectations of the Company’s management. These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

~~These~~Discussion ~~forward-looking~~and ~~statements~~Analysis ~~are not guarantees~~ of ~~future~~Financial ~~performance~~Condition and ~~are~~Results ~~subject~~of ~~to risks~~Operations, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks, assumptions and uncertainties include those described in Part I. Item 1A. — “Risk Factors” ofincludes the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. within the meaning

Additional risk factors that may cause actual results to vary materially include, but are not limited to: the risk that the Company will not complete the proposed acquisition by CoreWeave on anticipated terms or at all, and stockholder approval of ~~the~~Section ~~proposed~~27A ~~transaction and the other conditions to the completion~~ of the ~~proposed~~Securities ~~transaction;~~Act ~~uncertainty in the value~~ of ~~the consideration that Company stockholders would receive in the proposed transaction~~1933, if completed, due to fluctuations in the market price of CoreWeave common stock until closing; anticipated tax treatment of the proposed transaction for Company stockholders, and unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth whether or not the proposed transaction is consummated; and with respect to the combined company following completion of the proposed transaction if the transaction is consummated; the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the ability of the Company to integrate its businesses successfully with CoreWeave’s and to achieve anticipated synergies and value creation; potential litigation relating to the proposed transaction that could be instituted against the Company, or its directors and officers whether or not the transaction is consummated; the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations and that management’s time and attention will be diverted on transaction-related issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; rating agency actions and the Company’s ability to access short- and long-term debt markets on a timely and affordable basis; legislative, regulatory and economic developments and actions targeting public companies in the artificial intelligence, power, data center and crypto mining industries and changes in local, national or international laws, regulations and policies affecting the Company; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during and after the pendency of the proposed transaction that could affect the Company’s financial performance and operating results; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak of war, hostilities, civil unrest, attacks against the Company or political or security disturbances; the possibility that the transaction may be more expensive to complete than anticipated, including as ~~a result of unexpected factors or events; the impacts of pandemics or other public health crises~~amended, ~~including~~ (the ~~effects~~“Securities ofAct”) ~~government responses on people~~ and ~~economies;~~Section ~~global~~21E or regional changes in the supply and demand for power and other market or economic conditions that impact demand and pricing; changes in technical or operating conditions, including unforeseen technical difficulties; development delays at the Company’s data center sites, including any delays in the conversion of ~~such sites from crypto mining facilities to high-density colocation computing sites;~~ the ~~Company’s~~Securities ~~ability~~Exchange toAct earn digital assets profitably and to attract customers for its high-density colocation capabilities; the Company’s ability to perform its obligations under its existing colocation agreements; the Company’s ability to maintain its competitive position in its existing operating segments; the impact of increases in total network hash rate; the Company’s ability to raise additional capital to continue its expansion efforts or other operations; the Company’s need for significant electric power and the limited availability of power resources; the potential failure in the Company’s critical systems, facilities or services the Company provides; the physical risks and regulatory changes relating to climate

1934, as amended, (the “Exchange Act”). Forward-looking statements may be identified by the use of words such as “ability,” “aim,”

“assume,” “estimate,” “plan,” “possible,” “project,” “forecast,” “goal,” “opportunity,” “intend,” “will,” “expect,” “anticipate,”

“believe,” “enable,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not

statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections,

estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations,

the Company’s ability to scale and grow its business, successfully complete construction of its data centers, and source sufficient

electrical energy, necessary long lead infrastructure components, supplies and equipment, the advantages and expected growth of the

Company, the Company’s ability to source and retain talent, the Company’s ability to source and consummate acquisitions of entities

holding suitable land and power, and the intended use of proceeds from the offering of senior secured notes by Core Scientific Finance

I LLC. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in

this Quarterly Report on Form 10-Q, and on the current expectations of the Company’s management. These forward-looking

statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a

definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from

assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and

assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks,

assumptions and uncertainties include those described in Part I. Item 1A. — “Risk Factors" of the Company’s Annual Report on Form

10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. If one or more of these risks or uncertainties

materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by

such forward-looking statements. There may be additional risks that the Company could not presently know or that the Company

currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the

date of this Quarterly Report on Form 10-Q and should not be relied upon as representing the Company’s assessments as of any date

subsequent to the date of this Quarterly Report on Form 10-Q. The Company anticipates that subsequent events and developments will

cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at

some point in the future, the Company specifically disclaims any obligation to do so. Accordingly, you should not place undue

reliance on these forward-looking statements, which speak only as of the date they are made.

Table of Contents

~~change;~~TABLE ~~potential~~OF significant changes to the method of validating blockchain transactions; the Company’s vulnerability to physical security breaches, which could disrupt operations; a potential slowdown in market and economic conditions, particularly those impacting high-density computing, the blockchain industry and the blockchain hosting market; price volatility of digital assets and bitcoin in particular; potential changes in the interpretive positions of the SEC or its staff with respect to digital asset mining firms; the likelihood that U.S. federal and state legislatures and regulatory agencies will enact laws and regulations to regulate digital assets and digital asset intermediaries; changing expectations with respect to ESG policies; the effectiveness of the Company’s compliance and risk management methods; the adequacy of the Company’s sources of recovery if the digital assets held by the Company are lost, stolen or destroyed due to third-party digital asset services; and those risks that are described in the proxy statement/prospectus that is included in the registration statement on Form S-4, as amended, initially filed on August 25, 2025 by CoreWeave with the SEC in connection with the proposed transaction.CONTENTS

These risks, as well as other risks associated with the proposed transaction, have been disclosed in the proxy statement/prospectus included in the registration statement on Form S-4 filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. You should not place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Core Scientific’s or CoreWeave’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Core Scientific or CoreWeave operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Core Scientific assumes no obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on Core Scientific’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.


		Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
	1 — Organization and Description of Business	10
	2 — Summary of Significant Accounting Policies	10
	3 — Property, Plant, and Equipment	15
	4 — Balance Sheet Components	16
	5 — Leases	17
	6 — Debt	19
	7 — Warrant Liabilities	21
	8 — Fair Value Measurements	21
	9 — Commitments and Contingencies	23
	10 — Income Taxes	25
	11 — Stock-Based Compensation	25
	12 — Net Loss Per Share	27
	13 — Segment Reporting	28
	14 — Supplemental Cash Flow and Noncash Information	30
	15 — Subsequent Events	31
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
Signatures		49

There may be additional risks that the Company could not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this Quarterly Report on Form 10-Q and should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Quarterly Report on Form 10-Q. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

Important Information about the Transaction and Where to Find It

In connection with the proposed transaction between the Company and CoreWeave, the Company and CoreWeave filed with the SEC a registration statement on Form S-4 on August 20, 2025, which was amended on September 17, 2025 and September 25, 2025, that includes a proxy statement of the Company that also constitutes a prospectus of CoreWeave. The registration statement on Form S-4 was declared effective on September 26, 2025. CoreWeave filed a prospectus on September 26, 2025 and the Company filed a definitive proxy statement on September 26, 2025, in each case with respect to the proposed transaction. Each of the Company and CoreWeave may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the registration statement, proxy statement or prospectus or any other document that the Company or CoreWeave (as applicable) has filed or may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus (when they become available), as well as other filings containing important information about Core Scientific or CoreWeave, without charge at the SEC’s Internet website (http://www.sec.gov). Copies of the documents filed with the SEC by Core Scientific will be available free of charge on Core Scientific’s internet website at https://investors.corescientific.com/sec-filings/all-sec-filings or by contacting Core Scientific’s investor relations contact at [email protected]. Copies of the documents filed with the SEC by CoreWeave will be available free of charge on CoreWeave’s internet website at https://coreweave2025ipo.q4web.com/financials/sec-filings/ or by contacting CoreWeave’s investor relations contact at [email protected]. The information included on, or accessible through, Core Scientific or CoreWeave’s website is not incorporated by reference into this communication.

Table of Contents

Participants in the Solicitation

Core Scientific, CoreWeave, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Core Scientific is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1839341/000119312525065652/d925494ddef14a.htm) and in its Form 8-K, which was filed with the SEC on May 16, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1839341/000162828025026294/core-20250513.htm). Information about the directors and executive officers of CoreWeave is set forth in the Prospectus dated September 26, 2025, which was filed with the SEC on September 26, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-4, as amended (File No. 333-289742) (and which is available at https://www.sec.gov/Archives/edgar/data/1769628/000114036125036349/ny20053122x7_424b3.htm). These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, are contained in the Prospectus and other relevant materials filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Core Scientific, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value)

		September 30,2025		December 31,2024
	March 31,2026	December 31,2025
Assets	(Unaudited)	~~(Unaudited)~~
Current Assets:
Cash and cash equivalents	$1,005,148	$311,378	~~453,443~~	$	~~836,197~~
Restricted cash		—		783
Restricted cash, current portion	60,244	—
Digital assets	37,312	~~241~~222,~~355~~000		~~23,893~~
Customer funding receivable and other current assets	352,128	~~366~~362,~~235~~159		~~43,089~~
Total Current Assets	1,454,832	1895,~~061,033~~537		~~903,962~~
Property, plant and equipment, net	1,344,924	1,~~078~~293,~~803~~299		~~556,342~~
Operating lease right-of-use assets	105,986	~~107~~108,~~784~~484		~~114,472~~
Other noncurrent assets		48,360		24,039
Restricted cash, net of current portion	80,593	—
Total Assets		$	2,295,980	$	1,598,815
Other noncurrent assets	83,229	50,324
Liabilities and Stockholders’ Deficit
Total Assets	$3,069,564	$2,347,644
Current Liabilities:
Liabilities and Stockholders’ Deficit
Accounts payable		$	212,179	$	19,265
Current Liabilities:
Accrued expenses		358,270		64,670
Accounts payable	$218,857	$126,106
Deferred revenue		83,739		18,134
Accrued expenses	364,479	511,957
Other current liabilities		15,675		32,493
Deferred revenue	219,555	127,561
Total Current Liabilities		669,863		134,562
Notes payable, current portion	993,944	—
Convertible and other notes payable, net of current portion		1,059,007		1,073,990
Warrant liabilities, current portion	844,752	—
Warrant liabilities		1,330,483		1,097,285
Other current liabilities	20,196	15,777
Other noncurrent liabilities		364,587		113,158
Total Current Liabilities	2,661,783	781,401
Total Liabilities		3,423,940		2,418,995
Convertible and other notes payable, net of current portion	1,061,651	1,060,325
Commitments and contingencies (Note 9)
Warrant liabilities, net of current portion	116,495	936,107
Stockholders’ Deficit:
Deferred revenue, net of current portion	434,672	428,290
Preferred stock; $0.00001 par value; 2,000,000 shares authorized; none issued and outstanding at September 30, 2025 and December 31, 2024		—		—
Other noncurrent liabilities	100,649	104,261
Common stock; $0.00001 par value; 10,000,000 shares authorized at September 30, 2025 and December 31, 2024; 308,381 and 292,606 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		3		3
Total Liabilities	4,375,250	3,310,384
Additional paid-in capital		3,110,021		2,915,035
Commitments and contingencies (Note 9)
Accumulated deficit		(4,237,984)		(3,735,218)
Stockholders’ Deficit:
Total Stockholders’ Deficit		(1,127,960)		(820,180)
Preferred stock; $0.00001 par value; 2,000,000 shares authorized; none issued and outstanding at March 31, 2026 and December 31, 2025	—	—
Total Liabilities and Stockholders’ Deficit		$	2,295,980	$	1,598,815
Common stock; $0.00001 par value; 10,000,000 shares authorized at March 31, 2026 and December 31, 2025; 316,949 and 314,231 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	3	3
Additional paid-in capital	3,188,202	3,183,960
Accumulated deficit	(4,493,891)	(4,146,703)
Total Stockholders’ Deficit	(1,305,686)	(962,740)
Total Liabilities and Stockholders’ Deficit	$3,069,564	$2,347,644

Certain prior year amounts have been reclassified for consistency with the current year presentation.

See accompanying notes to unaudited condensed consolidated financial statements.

Core Scientific, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2026	2025
Revenue:
Colocation revenue	$77,539	$8,573
Digital asset self-mining revenue	30,105	67,179
Digital asset hosted mining revenue from customers	7,600	3,773
Total revenue	115,244	79,525
Cost of revenue:
Cost of colocation services	33,618	8,106
Cost of digital asset self-mining	47,189	61,170
Cost of digital asset hosted mining services	4,331	2,036
Total cost of revenue	85,138	71,312
Gross profit	30,106	8,213
Decrease in fair value of digital assets	6,558	10,688
Loss on disposal of property, plant and equipment	13,638	6
Impairment of property, plant and equipment	266,488	—
Colocation organizational and site startup costs	8,665	11,667
Advisor fees	333	603
Selling, general and administrative	44,846	32,287
Operating loss	(310,422)	(47,038)
Non-operating expenses (income), net:
Interest expense (income), net	4,857	(2,187)
Change in fair value of warrants and contingent value rights	30,799	(621,464)
Loss on legal settlements	500	—
Other non-operating expense, net	10	157
Total non-operating expense (income), net	36,166	(623,494)
(Loss) income before income taxes	(346,588)	576,456
Income tax expense	600	205
Net (loss) income	$(347,188)	$576,251
Net (loss) income per share
Basic	$(1.06)	$1.42
Diluted	$(1.06)	$1.24
Weighted average shares outstanding
Basic	322,911	315,186
Diluted	322,911	363,314

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Digital asset self-mining revenue	$	57,438	$	68,138	$	187,041	$	328,840
Digital asset hosted mining revenue from customers	8,714		16,878		18,131		71,050
Colocation revenue	14,951		10,338		34,084		15,857
Total revenue	81,103		95,354		239,256		415,747
Cost of revenue:
Cost of digital asset self-mining	59,438		74,555		180,197		236,120
Cost of digital asset hosted mining services	6,694		11,914		13,314		49,388
Cost of Colocation services	11,066		9,041		28,602		13,932
Total cost of revenue	77,198		95,510		222,113		299,440
Gross profit (loss)	3,905		(156)		17,143		116,307
(Increase) decrease in fair value of digital assets	(10,957)		206		(30,066)		247
Decrease in fair value of energy derivatives	—		—		—		2,757
Loss on exchange or disposal of property, plant and equipment	2,933		509		7,105		4,061
Selling, general and administrative	69,354		40,348		166,409		88,655
Operating (loss) income	(57,425)		(41,219)		(126,305)		20,587
Non-operating expense (income), net:
Loss on debt extinguishment	—		317		1,377		487
Interest (income) expense, net	(821)		7,072		(4,193)		35,934
Change in fair value of warrants and contingent value rights	74,864		408,520		363,358		1,144,441
Reorganization items, net	—		—		—		(111,439)
Loss on legal settlements	15,075		356		15,504		2,070
Other non-operating income, net	(8)		(2,359)		(73)		(1,926)
Total non-operating expense, net	89,110		413,906		375,973		1,069,567
Loss before income taxes	(146,535)		(455,125)		(502,278)		(1,048,980)
Income tax expense	125		134		488		484
Net loss	$	(146,660)	$	(455,259)	$	(502,766)	$	(1,049,464)
Net loss per share (Note 12) - basic and diluted	$	(0.46)	$	(1.17)	$	(1.48)	$	(3.71)
Weighted average shares outstanding - basic and diluted	318,562		292,486		317,363		253,058

Certain prior year amounts have been reclassified for consistency with the current year presentation.

See accompanying notes to unaudited condensed consolidated financial statements.

Core Scientific, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three and Nine Months Ended September 30, 2025

(in thousands)

~~(Unaudited)~~For the Three Months Ended March 31, 2026

	Common Stock	~~Common Stock~~	AdditionalPaid-In Capital	AccumulatedDeficit	TotalStockholders’Deficit		~~AdditionalPaid-In Capital~~		~~AccumulatedDeficit~~		~~TotalStockholders’(Deficit) Equity~~
	Shares	~~Shares~~Amount			~~Amount~~
Balance at June 30, 2025		303,146			3		3,026,645		(4,091,324)		(1,064,676)
Balance at January 1, 2026	314,231	3	3,183,960	(4,146,703)	(962,740)
Net loss	—	—	—	(347,188)	—(347,188)		—		~~(146,660)~~		~~(146,660)~~
Stock-based compensation	—	—	18,387	—	—18,387		~~30,173~~		—		~~30,173~~
Restricted stock awards issued	3,690	~~1,629~~—	655	—	—655		34		—		34
Restricted stock awards withheld for tax withholding obligations	(1,359)	~~(585)~~—	(21,651)	—	—(21,651)		~~(9,722)~~		—		~~(9,722)~~
Equity issuance costs		—			—		—		—		—
Exercise of warrants	387	—	6,851	—	6,851
Exercise of warrants		4,191			$	—	62,891		—		62,891
Balance at March 31, 2026	316,949	$3	$3,188,202	$(4,493,891)	$(1,305,686)
Balance at September 30, 2025		308,381			$	3	$	3,110,021	$	(4,237,984)	$	(1,127,960)

	Common Stock			AdditionalPaid-In Capital		AccumulatedDeficit		TotalStockholders’(Deficit) Equity
	Shares	Amount
Balance at December 31, 2024	292,606	3		2,915,035		(3,735,218)		(820,180)
Net loss	—	—		—		(502,766)		(502,766)
Stock-based compensation	—	—		70,924		—		70,924
Restricted stock awards issued	6,108	—		(16)		—		(16)
Restricted stock awards withheld for tax withholding obligations	(585)	—		(9,722)		—		(9,722)
Equity issuance costs	—	—		(21)		—		(21)
Exercise of warrants	10,252	$	—	133,821		—		133,821
Balance at September 30, 2025	308,381	$	3	$	3,110,021	$	(4,237,984)	$	(1,127,960)

For the Three Months Ended March 31, 2025


	Common Stock		Additional Paid-In Capital	Accumulated Deficit	Total Stockholders’ Deficit
	Shares	Amount	Additional Paid-In Capital	Accumulated Deficit	Total Stockholders’ Deficit
Balance at January 1, 2025	292,606	3	2,915,035	(3,858,087)	(943,049)
Net income	—	—	—	576,251	576,251
Stock-based compensation	—	—	16,405	—	16,405
Restricted stock awards issued	2,981	—	(50)	—	(50)
Exercise of warrants	3,500	$—	41,625	—	41,625
Balance at March 31, 2025	299,087	$3	$2,973,015	$(3,281,836)	$(308,818)

See accompanying notes to unaudited condensed consolidated financial statements.

101 Proceeds from digital assets received as noncash revenue consideration liquidated upon management's discretion.

Core Scientific, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended September 30, 2024

(in thousands)

(Unaudited)

	Common Stock			AdditionalPaid-In Capital		AccumulatedDeficit		TotalStockholders’Deficit
	Shares	Amount
Balance at June 30, 2024	187,892	$	2	$	1,930,542	$	(3,014,418)	$	(1,083,874)
Net loss	—	—		—		(455,259)		(455,259)
Stock-based compensation	—	—		20,523		—		20,523
Restricted stock awards issued, net of tax withholding obligations	224	—		2		—		2
Exercise of warrants	51,645	1		553,985		—		553,986
Issuance of new common stock for New Secured Convertible Notes conversion	40,060	—		235,227		—		235,227
Balance at September 30, 2024	279,821	$	3	$	2,740,279	$	(3,469,677)	$	(729,395)

See accompanying notes to unaudited condensed consolidated financial statements.

Core Scientific, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2024

(in thousands)

(Unaudited)

	Common Stock			AdditionalPaid-In Capital		AccumulatedDeficit		TotalStockholders’Deficit
	Shares	Amount
Balance at December 31, 2023	386,883	$	36	$	1,823,260	$	(2,420,237)	$	(596,941)
Cumulative effect of adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets	—	—		—		24		24
Balance at December 31, 2023, adjusted	386,883	36		1,823,260		(2,420,213)		(596,917)
Net loss	—	—		—		(1,049,464)		(1,049,464)
Stock-based compensation	—	—		27,957		—		27,957
Cancellation of common stock in connection with emergence	(386,883)	(36)		36		—		—
Issuance of new common stock in connection with emergence	152,576	2		296,893		—		296,895
Issuance of new common stock under the Equity Rights Offering	15,649	—		55,000		—		55,000
Issuance of new common stock for the Equity Rights Offering backstop commitment	2,111	—		5,475		—		5,475
Issuance of new common stock for Bitmain obligation	10,735	—		27,839		—		27,839
Conversion premium on the issuance of the New Secured Convertible Notes	—	—		33,202		—		33,202
Issuance of warrants	—	—		(345,856)		—		(345,856)
Exercise of stock options	—	—		9		—		9
Restricted stock awards issued, net of tax withholding obligations	1,624	—		(3,390)		—		(3,390)
Restricted stock awards forfeited	(40)	—		—		—		—
Exercise of warrants	51,699	1		554,405		—		554,406
Issuance of new common stock for New Secured Convertible Notes conversion	44,585	—		261,772		—		261,772
Issuance of new common stock for PIK interest	882	—		3,677		—		3,677
Balance at September 30, 2024	279,821	$	3	$	2,740,279	$	(3,469,677)	$	(729,395)

See accompanying notes to unaudited condensed consolidated financial statements.

Core Scientific, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2026	2025
Cash flows from Operating Activities:
Net (loss) income	$(347,188)	$576,251
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	16,648	19,731
Loss on disposal of property, plant and equipment	13,638	6
Impairment of property, plant and equipment	266,488	—
Change in right-of-use assets	3,169	2,676
Stock-based compensation	17,761	16,185
Digital asset self-mining	(30,119)	(67,441)
Proceeds from sales of digital assets generated by self-mining revenues1	208,249	—
Decrease in fair value of digital assets	6,558	10,688
Change in fair value of warrant liabilities	31,835	(634,280)
Change in fair value of contingent value rights	(1,036)	12,816
Amortization of debt discount	1,675	1,732
Changes in operating assets and liabilities:
Customer funding receivable and other current assets	10,107	(10,463)
Accounts payable	5,874	(14,295)
Accrued expenses	(16,361)	2,712
Deferred revenue from colocation services	98,832	42,005
Deferred revenue from hosted mining services	(456)	734
Other noncurrent assets and liabilities, net	(35,797)	(4,098)
Net cash provided by (used in) operating activities	249,877	(45,041)
Cash flows from Investing Activities:
Purchases of property, plant and equipment	(389,226)	(83,980)
Proceeds from sales of property and equipment	2,629	—
Purchase of equity investments	—	(5,000)
Investments in intangible assets	(55)	(36)
Net cash used in investing activities	(386,652)	(89,016)
Cash flows from Financing Activities:
Principal repayments of finance leases	(1,095)	(509)
Principal payments on debt	—	(3,955)
Taxes paid related to net share settlement of equity awards	(21,722)	—
Proceeds from exercise of warrants	81	266
Proceeds from the issuance of term loan facility, net	995,000	—
Issuance costs for term loan facility	(882)	—
Net cash provided by (used in) financing activities	971,382	(4,198)
Net increase (decrease) in cash, cash equivalents and restricted cash	834,607	(138,255)
Cash, cash equivalents and restricted cash—beginning of period	311,378	836,980
Cash, cash equivalents and restricted cash—end of period	$1,145,985	$698,725

	Nine Months Ended September 30,
	2025		2024
Cash flows from Operating Activities:
Net loss	$	(502,766)	$	(1,049,464)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	54,816		87,164
Losses on exchange or disposal of property, plant and equipment	7,105		4,061
Amortization of operating lease right-of-use assets	8,248		3,802
Stock-based compensation	70,301		27,957
Digital asset self-mining revenue	(187,396)		(328,840)
Proceeds from sale of digital assets generated by self-mining and shared hosting revenues1	—		330,900
(Increase) decrease in fair value of digital assets	(30,066)		247
Decrease in fair value of energy derivatives	—		(2,262)
Increase in fair value of warrant liabilities	365,041		1,223,775
Decrease in fair value of contingent value rights	(1,683)		(79,334)
Loss on debt extinguishment	1,377		487
Amortization of debt discount	4,676		2,362
Non-cash reorganization items	—		(143,791)
Non-cash PIK interest expense	—		3,946
Changes in operating assets and liabilities:
Customer funding receivable and other current assets	19,128		(1,875)
Accounts payable	(17,618)		(11,640)
Accrued expenses	24,939		(44,873)
Deferred revenue from colocation services	323,796		—
Deferred revenue from hosted mining services	2,158		115
Other noncurrent assets and liabilities, net	(16,874)		6,354
Net cash provided by operating activities	125,182		29,091
Cash flows from Investing Activities:
Purchases of property, plant and equipment	(454,194)		(66,203)
Proceeds from sales of property and equipment	1,929		—
Purchase of equity investments	(5,000)		—
Investments in intangible assets	(10,160)		(191)
Net cash used in investing activities	(467,425)		(66,394)
Cash flows from Financing Activities:
Principal repayments of finance leases	(1,672)		(5,328)
Principal payments on debt	(8,613)		(291,888)
Debt extinguishment payments	(26,862)		—
Proceeds from exercise of warrants	1,746		1,913
Taxes paid related to net share settlement of equity awards	(5,893)		—
Proceeds from the issuance of 3.00% convertible senior notes, net	—		447,609
Issuance costs for 3.00% convertible senior notes	—		(2,529)
Proceeds from issuance of new common stock	—		55,000
Proceeds from draw from exit facility	—		20,000
Restricted stock tax holding obligations	—		(3,390)
Proceeds from exercise of stock options	—		9
Net cash (used in) provided by financing activities	(41,294)		221,396
Net (decrease) increase in cash, cash equivalents and restricted cash	(383,537)		184,093
Cash, cash equivalents and restricted cash—beginning of period	836,980		69,709
Cash, cash equivalents and restricted cash—end of period	$	453,443	$	253,802

Certain prior year amounts have been reclassified for consistency with the current year presentation.

See accompanying notes to unaudited condensed consolidated financial statements.

~~1 Proceeds from digital assets received as noncash revenue consideration liquidated nearly immediately after receipt as a routine operating activity.~~10

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Core Scientific, Inc. (“Core Scientific” or the “Company”) is a leader in ~~digital~~designing, ~~infrastructure~~building ~~for high-density colocation services~~ and ~~digital~~operating ~~asset~~large ~~mining. We operate dedicated~~scale, purpose-built facilities for high-density colocation services and are a premier provider of digital infrastructure, software solutions and services to our third-party customers. We employ our own fleet of computers (“miners”) to earn digital assets for our own account and we are in the process of converting most of our existing facilities to support artificial intelligence-related (“AI”) workloads and next generation colocation services. We currently derive the majority of our revenue from earning digital assets for our own account but expect to rapidly increase revenue derived from high-density colocation (“HDC”). We currently intend to repurpose our remaining facilities currently used in our digital asset mining businesses to support our high-density colocation computing services business as circumstances allow and in a manner designed to retain access to electrical power under our control, maximize the value of our digital asset mining equipment to third parties, and fulfill our existing obligations to suppliers and customers. Our facilities are located in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (3).

~~The~~built ~~Company~~data ~~has~~centers ~~historically focused on designing, developing and operating digital infrastructure to engage in digital asset mining~~ for ~~its own account and providing hosting solutions for third~~high-~~party~~density ~~digital~~colocation ~~asset miners. Beginning on March 6, 2024, we announced a series of new contractual agreements with CoreWeave, Inc.~~ (“~~CoreWeave~~HDC”), ~~a third-party provider of cloud-based~~ services ~~for AI and HPC workloads~~. ~~These~~Core ~~new~~Scientific ~~agreements~~operates ~~leverage~~facilities ~~the~~for ~~Company’s existing digital infrastructure and expertise in third~~high-~~party~~density ~~hosting~~colocation ~~solutions.~~services

Weserving ~~currently~~artificial ~~operate~~intelligence-related ~~in three segments:~~ (“~~Digital Asset Self-Mining,~~AI”) ~~consisting~~workloads ofand ~~digital~~is ~~asset~~a ~~mining~~premier ~~for~~provider ~~our own account, “Digital Asset Hosted Mining,” consisting~~ of ~~our~~ digital infrastructure ~~and third-party hosting services for digital asset mining~~, ~~and~~software ~~“Colocation,”~~solutions ~~consisting of providing high-density colocation services to customers employing AI~~ and HPC related workloads. Prior to April 1, 2024, we operated only in the Digital Asset Self-Mining and Digital Asset Hosted Mining segments. During fiscal year 2024, our “Colocation” segment was referred to as “HPC Hosting.”

~~Our digital asset hosted mining business provides a full suite of~~ services to ~~our~~its ~~digital~~third-party ~~asset mining~~ customers. WeThe ~~provide~~majority ~~deployment, monitoring, troubleshooting, optimization and maintenance~~ of ~~our~~the ~~customers’~~Company's ~~digital~~revenue ~~asset~~is ~~mining~~derived ~~equipment~~from ~~and~~high-density ~~provide~~colocation ~~necessary electrical power, repair and other infrastructure~~ services ~~necessary for our customers to operate~~, ~~maintain~~with ~~and~~the ~~efficiently mine digital assets.~~

~~Our~~remainder ~~high-density~~derived ~~colocation~~from ~~services~~earning ~~provide~~digital ~~space,~~assets ~~power, cooling, facilities operations, security and other services to third-party colocation customers to support workloads~~ for ~~machine learning and artificial intelligence. The extension of our business into~~ the Colocation segment involves significant risk, including risks involving facility construction, supply chain and the risk of nonperformance by our single customer, as disclosed further in Part I, Item 1A. — “Risk Factors” of the Company’'s ~~Annual~~own ~~Report~~account ~~on Form 10-K for the year ended December 31, 2024, filed with the Securities~~ and ~~Exchange~~from ~~Commission~~digital onasset ~~February~~mining ~~27,~~hosting ~~2025~~services. The

Company is in the process of repurposing its remaining mining facilities to support its high-density colocation services business as

circumstances allow. Core Scientific’s facilities are located in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North

Dakota (1), Oklahoma (1), and Texas (4).

The Company had historically focused on designing, building and operating digital infrastructure to engage in digital asset

mining for its own account and providing hosting solutions for third-party digital asset miners. In 2024, the Company announced its

first high-density colocation contract with CoreWeave, Inc. (“CoreWeave), a provider of high-performance computing ("HPC")

services.

Core Scientific operates in three segments: “Colocation,” consisting of providing high-density colocation services to customers

employing AI and HPC related workloads, “Digital Asset Self-Mining,” consisting of performing digital asset mining for its own

account, and “Digital Asset Hosted Mining,” consisting of providing hosting services to third parties for digital asset mining.

The Company’s high-density colocation services provide space, power, cooling, facilities operations, security and other services

to third-party colocation customers to support workloads for machine learning and AI. Colocation segment revenue is concentrated

with a single customer; see Note 13 — Segment Reporting.

The Company’s digital asset hosted mining business provides a full suite of services to digital asset mining customers. The

Company provides deployment, monitoring, troubleshooting, optimization and maintenance of customers’ digital asset mining

equipment and provide necessary electrical power, repair and other infrastructure services necessary for customers to operate, maintain

and efficiently mine digital assets.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim condensed consolidated financial statements reflect the application of certain significant ~~accounting policies as described below and elsewhere in these notes to the unaudited condensed consolidated financial statements.~~

accounting policies as described below and elsewhere in these notes to the unaudited interim condensed consolidated financial

statements.

Basis of Presentation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting ~~principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.~~

~~The~~principles ~~results~~generally ~~for~~accepted in the ~~unaudited~~United ~~interim~~States ~~condensed consolidated statements~~ of ~~operations~~America are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any future interim period. The unaudited interim condensed consolidated financial statements do not include all the information and notes required by (“GAAP ~~for complete financial statements~~”). ~~The~~All ~~accompanying~~intercompany ~~unaudited~~balances ~~interim financial statements should be read in conjunction with the consolidated financial statements~~ and ~~related~~transactions ~~notes~~have ~~included~~been ~~in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.~~

14eliminated in consolidation.

The results for the unaudited interim condensed consolidated statements of operations are not necessarily indicative of results to

be expected for the year ending December 31, 2026 or for any future interim period. The unaudited interim condensed consolidated

financial statements do not include all the information and notes required by GAAP for complete financial statements. The

accompanying unaudited interim financial statements should be read in conjunction with the consolidated financial statements and

related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and

liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some

of the more significant estimates include assumptions used in property, plant and equipment, the initial measurement of lease

liabilities, stock-based compensation, the fair value of derivative liabilities, and income taxes. These estimates are based on

information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some of the more significant estimates include assumptions used in property, plant and equipment, the initial measurement of lease liabilities, stock-based compensation, the fair value of derivative liabilities, and income taxes. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include all cash balances and highly liquid investments ~~with original maturities of three months or less from the date of acquisition. As of September 30~~, ~~2025~~including and December 31, 2024, the Company had cash and cash equivalents of $453.4 million and $836.2 million, respectively, substantially all of which exceeded Federal Deposit Insurance Corporation insured limits. Cash equivalents included $449.9 million and $832.2 million of highly liquid money market funds ~~as of September 30~~, ~~2025 and December 31, 2024. Restricted cash consisted of a deposit held at a lender’s bank in accordance~~ with ~~the~~original ~~terms of a note agreement.~~

maturities of three months or less from the date of acquisition. As of March 31, 2026 and December 31, 2025, substantially all cash

and cash equivalents exceeded Federal Deposit Insurance Corporation insured limits. Restricted cash as of March 31, 2026, consisted

of funds held in escrow in connection with utility and other contractual arrangements.

Digital Assets

The ~~following~~Company’s ~~table~~digital ~~presents~~assets ahave ~~roll-forward~~active ofmarkets ~~total~~with ~~digital~~observable ~~assets~~prices ~~for~~and ~~the~~their ~~nine~~fair ~~months~~value ~~ended~~measurements ~~September 30,~~are ~~2025~~considered ~~and 2024 (in thousands):~~

	September 30, 2025		September 30, 2024
Digital assets, beginning of period	$	23,893	$	2,284
Cumulative effect of ASU 2023-08, adopted January 1, 20241	—		24
Digital assets, beginning of period, as adjusted	23,893		2,308
Digital asset self-mining revenue, net of receivables2	187,396		329,799
Mining revenue from shared hosting	—		15,693
Proceeds from sales of digital assets and shared hosting	—		(347,397)
Increase (decrease) in fair value of digital assets	30,066		(247)
Payment of board fee	—		(89)
Other	—		(67)
Digital assets, end of period	$	241,355	$	—

Level 1. The following table presents a roll-forward of total digital assets for the three months ended March 31, 2026 and 2025 (in

~~1 Reflects the impact of the Company’s adoption of Accounting Standards Update (“ASU”~~thousands) ~~2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60)~~: ~~Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) effective January 1, 2024.~~

2 As of September 30, 2025 and December 31, 2024, there was $0.5 million and $0.9 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets. As of September 30, 2024 and December 31, 2023, there was $0.7 million and $1.7 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets.


	March 31, 2026	March 31, 2025
Digital assets, beginning of period	$222,000	$23,893
Digital asset self-mining revenue, net of receivables1	30,119	67,441
Proceeds from sales of digital assets and shared hosting	(208,249)	—
Decrease in fair value of digital assets	(6,558)	(10,688)
Digital assets, end of period	$37,312	$80,646

1 As of March 31, 2026, and December 31, 2025, there was $0.3 million and $0.4 million, respectively, of digital asset receivable included in Customer funding

receivable and other current assets on the Company’s condensed consolidated balance sheets.

The following table presents the Company’s bitcoin holdings (in thousands, except for quantity):

	Quantity	~~Quantity~~Cost Basis	Fair Value	~~Cost Basis~~		~~Fair Value~~
September 30, 2025		2,116		$	212,384	$	241,355
March 31, 2026	547	$43,725	$37,312
December 31, 2024		256		$	24,991	$	23,893
December 31, 2025	2,537	$254,694	$222,000

Property, Plant and Equipment, Net

Property, plant, and equipment includes the cost of land, buildings, and improvements for datacenter and support facilities and

the Company’s corporate office space. Property and equipment further consists of computer, mining, network, electrical and other

equipment, including property and equipment under finance leases. Property, plant and equipment, net is stated at cost less

accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the

estimated useful lives of the assets. Leasehold improvements are capitalized at cost and amortized over the shorter of their estimated

useful lives or the lease term. Future obligations related to finance leases are presented as Finance lease liabilities, current portion and

Finance lease liabilities, net of current portion in the Company’s condensed consolidated balance sheets. Depreciation expense,

including amortization of assets held under finance leases, is primarily included in Cost of revenue in the Company’s condensed

consolidated statements of operations.

Property, plant and equipment capitalized costs include the directly identifiable costs incurred to acquire, construct, install, or

otherwise prepare the asset for its intended use and to put it into service. Directly identifiable costs include construction payroll and

benefits and other direct capital project costs.

When management decides to abandon long-lived assets before the end of their previously estimated useful life, the Company

considers whether an impairment of the related asset group has been triggered. If that asset group is no longer recoverable, an

impairment is recognized for any excess of the asset group’s carrying value above its fair value. Thereafter, the estimated useful life,

salvage value, and prospective depreciation of the affected assets are revised to reflect their shortened remaining useful life. The

historical cost of assets, and related accumulated depreciation, are written off at the time that assets are removed from service.

Long-Lived Asset Impairments

The Company tests long-lived asset groups for recoverability whenever events or changes in circumstances have occurred that

may affect recoverability or the estimated useful lives of long-lived assets. Long-lived assets include property, plant and equipment

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

and intangible assets subject to amortization. A long-lived asset may be impaired when the estimated future undiscounted cash flows

are less than the carrying amount of the asset. If that comparison indicates that the asset’s carrying value may not be recoverable, the

impairment is measured based on the difference between the carrying amount and the estimated fair value of the asset. Long-lived

assets to be disposed of are reported at the lower of the carrying amount or estimated fair value less costs to sell.

Deferred Revenue

Deferred revenue from colocation services relate to prepaid base license fees for colocation lease arrangements which are accounted for under Accounting Standards Codification (“ASC”) Topic 842, Leases. Prepaid base license fees relate to capital expenditures on colocation facility site development funded by the customer. Deferred revenue from hosted mining services relates to customer contracts for digital asset hosted mining services which are accounted for under ASC 606, Revenue Recognition (“ASC

15accounted for under Accounting Standards Codification (“ASC”) 842, Leases (“ASC Topic 842”). Prepaid base license fees relate to

capital expenditures on colocation facility site development funded by the customer. Deferred revenue from hosted mining services

relates to customer contracts for digital asset hosted mining services which are accounted for under ASC 606, Revenue Recognition

(“ASC Topic 606”). Advanced payments are typically recognized in the following month for hosted mining services and are generally

recognized within 30 months of license order commencement for colocation services.

The following table presents a rollforward of deferred revenue for the periods presented (in thousands):


	Deferred Revenue from Colocation Services	Deferred Revenue from Hosted Mining Services	Total Deferred Revenue
Balance at December 31, 2024	$17,785	$349	$18,134
Revenue recognized that was included in the deferred revenue balance as of the beginning of the year	(5,124)	(329)	(5,453)
Base license fee earned, not yet due	(13,633)	—	(13,633)
Additional customer funding received	554,850	1,953	556,803
Balance at December 31, 2025	$553,878	$1,973	$555,851
Revenue recognized that was included in the deferred revenue balance as of the beginning of the year	(22,530)	(1,973)	(24,503)
Base license fee earned, not yet due	(8,590)	—	(8,590)
Additional customer funding received	129,952	1,517	131,469
Balance at March 31, 2026	$652,710	$1,517	$654,227

Current portion at March 31, 2026			$219,555
Non-current portion at March 31, 2026			$434,672

Revenue Recognition - Colocation Revenue

The Company’s Colocation segment generates revenue by licensing data center space to customers under licensing agreements.

These arrangements contain lease components for the right to use data center space and nonlease components for power delivery,

physical security, and maintenance services. The Company has elected the practical expedient available under ASC Topic 842, to

combine the nonlease revenue components that have the same pattern of transfer as the related operating lease components into a

single combined component. The single combined component is accounted for under ASC Topic 842 as an operating lease if the lease

components are the predominant components and is accounted for under ASC Topic 606 if the nonlease components are the

predominant components. The lease components are the predominant components in the Company’s current licensing arrangements

and the single combined component in these arrangements is accounted for under the operating lease guidance of ASC Topic 842.

The Company has concluded that it is probable that substantially all of the payments will be collected over the term of the

arrangements and recognizes the total combined component license payments under the agreements on a straight-line basis over the

non-cancellable term. The difference between straight-line license revenue and amounts billed or received is recorded as deferred

revenue in the condensed consolidated balance sheets. Certain arrangements include options to extend the term. These extension

options are not reasonably certain to be exercised and are excluded from the lease term and calculation of lease payments at lease

commencement.

Certain licensing arrangements provide for variable payments for power delivery services and maintenance services on

customer assets and reimbursements for lessor costs such as taxes. Payments for physical security and other routine maintenance

services are included in the fixed lease payments. Power delivery services represent a stand ready obligation to make power available

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~Topic~~to ~~606”).~~the ~~Advanced~~customer ~~payments~~over ~~are typically recognized in~~ the ~~following~~coterminous ~~month~~lease ~~for~~term ~~hosted mining services~~ and ~~are~~have ~~generally~~the ~~recognized~~same ~~within~~pattern ~~30 months~~ of ~~license~~transfer ~~order~~as ~~commencement~~the ~~for~~related ~~colocation~~operating ~~services~~lease components.

~~The~~Customers ~~following~~may ~~table~~request ~~presents~~and athe ~~roll-forward~~Company ofmay ~~deferred~~provide ~~revenue~~maintenance ~~for~~services ~~the~~on ~~nine~~customer ~~months~~assets ~~ended~~during ~~September 30,~~the ~~2025~~coterminous ~~(in~~lease ~~thousands):~~term.

	Deferred Revenue From Colocation Services		Deferred Revenue From Hosted Mining Services		Total Deferred Revenue
Balance at December 31, 2024	$	17,785	$	349	$	18,134
Revenue recognized that was included in the deferred revenue balance as of the beginning of the year	(4,867)		(330)		(5,197)
Additional customer funding received	328,663		2,487		331,150
Balance at September 30, 2025	$	341,581	$	2,506	$	344,087
Current portion at September 30, 2025					$	83,739
Non-current portion at September 30, 20251					$	260,348

Customers are charged monthly for fees incurred on these maintenance services delivered and actual power costs incurred at current

utility or fuel cost rates. These payments from customers for power delivery and maintenance services are recognized as variable lease

payments in accordance with the practical expedient elected. Variable lease payments are presented on a gross basis and are included

in Colocation revenue in the condensed consolidated statements of operations.

Revenue From Contracts With Customers - Digital Asset Self-Mining Revenue

The Company recognizes revenue in accordance with ASC Topic 606.

One of the Company’s ongoing major or central operations is to provide ~~a service of performing~~ hash calculations to third-party pool operators ~~alongside collectives of third-party bitcoin miners (such collectives, “mining pools”)~~ as a participant. The Company considers the third-party mining pool operators to be its customers under ASC Topic 606. Contract inception and our enforceable right to consideration begins when we commence providing hash calculation services to the mining pool operators. Each party to the contract has the unilateral right to terminate the contract at any time without any compensation to the other party for such termination. As such, the duration of a contract is less than a day and may be continuously renewed multiple times throughout the day. The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates.

~~The Company is entitled to non-cash compensation based on the Full-Pay-Per-Share (“FPPS”) model of the mining pool it is a~~ participant in. ~~FPPS pools pay block rewards and transaction fees, less~~ mining ~~pool fees, and the participants are entitled to non-cash consideration even if a block is not successfully validated by the mining pool operator~~pools. The Company isconsiders ~~entitled to compensation once it begins to perform hash calculations for~~ the ~~pool operator in accordance with the operator’s specifications over a 24~~third-~~hour~~party ~~period~~mining ~~beginning~~pool ~~mid-night~~operators ~~UTC and ending 23:59:59 UTC on a daily basis. The non-cash consideration that we are entitled~~ to ~~for~~be ~~providing~~its ~~hash~~customers ~~calculations to the pool operator~~ under ~~the~~ASC ~~FPPS~~Topic ~~payout~~606. ~~method is made up of block rewards and transaction fees less pool operator expenses determined as follows:~~

~~•The~~Contract ~~non-cash~~inception ~~consideration in the form of a block reward is based on the total blocks expected to be generated on the Bitcoin Network for the daily 24-hour period beginning midnight UTC~~ and ~~ending 23:59:59 UTC in accordance with~~ the ~~following~~Company’s ~~formula:~~enforceable ~~the~~right ~~daily hash calculations that we provided~~ to ~~the~~consideration ~~pool~~begin ~~operator~~when ~~as a percent of~~ the ~~Bitcoin~~Company ~~Network’s~~commences ~~implied~~providing hash ~~calculations as determined by the network difficulty, multiplied by the total Bitcoin Network block rewards expected to be generated for the same daily period.~~

~~•The~~calculation ~~non-cash~~services ~~consideration~~to in the ~~form~~mining ofpool ~~transaction~~operators. ~~fees~~Each ~~paid~~party byto ~~transaction requestors is based on~~ the ~~share~~contract ofhas ~~total actual fees paid over~~ the ~~daily~~unilateral ~~24-hour~~right ~~period~~to ~~beginning~~terminate ~~midnight UTC and ending 23:59:59 UTC in accordance with~~ the ~~following~~contract ~~formula:~~at ~~total~~any actual transaction fees generated on the Bitcoin Network during the 24-hour period as a percent of total block rewards the Bitcoin Network actually generated during the same 24-hour period, multiplied by the block rewards we earned for the same 24-hour period noted above.

~~•The~~time ~~block~~without ~~reward~~any ~~and~~compensation ~~transaction~~to ~~fees earned by~~ the ~~Company~~other isparty ~~reduced~~for bysuch ~~mining~~termination. ~~pool~~As ~~fees~~such, ~~charged by~~ the ~~operator~~duration ~~for~~of ~~operating the pool based on~~ a ~~rate schedule per the mining pool~~ contract. ~~The mining pool fee~~ is ~~only~~less ~~incurred~~than toa ~~the~~day ~~extent we perform hash calculations~~ and ~~generate~~may ~~revenue in accordance with the pool operator’s payout formula during the same 24-hour period beginning mid-night UTC daily.~~

~~The~~be ~~above~~continuously ~~non-cash~~renewed ~~consideration~~multiple istimes ~~variable,~~throughout ~~since~~ the ~~amount~~day. ofThe ~~block~~implied ~~reward~~renewal ~~earned~~option ~~depends~~is onnot ~~the~~a ~~amount~~material ofright ~~hash~~because ~~calculations~~there ~~we perform; the amount of transaction fees we~~ are ~~entitled~~no ~~to depends on the actual Bitcoin Network transaction fees over the same 24-hour period; and the operator fees for the same 24-hour period are variable since it is determined based on the total block~~

16upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at

the then market rates.

The Company is entitled to non-cash compensation based on the Full-Pay-Per-Share (“FPPS”) model of the mining pool in

which it participates. FPPS pools pay block rewards and transaction fees, net of mining pool fees, and participants are entitled to non-

cash consideration even if a block is not successfully validated by the mining pool operator. The Company is entitled to compensation

once it begins to perform hash calculations for the pool operator in accordance with the operator’s specifications over a daily 24-hour

period beginning 00:00:00 UTC and ending 23:59:59 UTC. The non-cash consideration for providing hash calculations to the pool

operator under the FPPS payout method is comprised of block rewards and transaction fees net of pool operator fees, determined as

follows:

•The non-cash consideration in the form of a block reward is based on the total blocks expected to be generated on the Bitcoin

Network for the daily 24-hour period beginning 00:00:00 UTC and ending 23:59:59 UTC in accordance with the following

formula: the daily hash calculations that the Company provided to the pool operator as a percent of the Bitcoin Network’s

implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin Network block rewards

expected to be generated for the same daily period.

•The non-cash consideration in the form of transaction fees paid by transaction requestors is based on the share of total actual

fees paid over the daily 24-hour period beginning 00:00:00 UTC and ending 23:59:59 UTC in accordance with the following

formula: total actual transaction fees generated on the Bitcoin Network during the 24-hour period as a percent of total block

rewards the Bitcoin Network actually generated during the same 24-hour period, multiplied by the block rewards the

Company earned for the same 24-hour period noted above.

•The block reward and transaction fees earned by the Company are reduced by mining pool fees charged by the operator for

operating the pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent

the Company performs hash calculations and generate revenue in accordance with the pool operator’s payout formula during

the same daily 24-hour period.

The above non-cash consideration is variable, since the amount of block reward earned depends on the amount of hash

calculations the Company performs; the amount of transaction fees the Company is entitled to depends on the actual Bitcoin Network

transaction fees over the same 24-hour period; and the operator fees for the same 24-hour period are variable since they are determined

based on the total block rewards and transaction fees in accordance with the pool operator’s agreement. The Company estimates

variable consideration at contract inception and includes amounts for which it is probable that a significant reversal in the amount of

revenue recognized will not occur when the uncertainty is subsequently resolved. The Company recognizes the non-cash consideration

on the same day that control is transferred of the underlying bitcoin, which is the same day as contract inception.

The Company measures the non-cash consideration using the spot rate for Bitcoin as quoted on Coinbase Global, Inc., the

Company’s principal market. The Company recognizes non-cash consideration on the same day that control of the contracted service

is transferred to the pool operator, which is the same day as the contract inception.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~rewards~~Direct ~~and~~expenses ~~transaction~~associated ~~fees in accordance~~ with ~~the~~providing ~~pool~~hash ~~operator’s~~calculation ~~agreement.~~services ~~While the non-cash consideration is variable, the Company has the ability~~ to estimate the variable consideration at contract inception with reasonable certainty without the risk of significant revenue reversal. The Company does not constrain this variable consideration because it is probable that a ~~significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the non~~third-~~cash~~party ~~consideration~~operated onmining ~~the~~pool ~~same~~are ~~day~~recorded ~~that control is transferred, which is the same day~~ as ~~contract~~cost ~~inception.~~

~~The~~of ~~Company measures the non-cash consideration using the spot rate for Bitcoin as quoted on Coinbase Global, Inc~~revenues., ~~the~~Depreciation ~~Company’s~~and ~~principal~~amortization ~~market.~~expenses ~~The Company recognizes non-cash consideration~~ on ~~the~~fixed ~~same~~and ~~day that control~~ right-of-use ~~the~~assets, ~~contracted~~including ~~service~~digital isasset ~~transferred~~mining ~~to the pool operator~~equipment, ~~which~~used ~~is the same day as the contract inception.~~

~~Direct expenses associated with providing hash calculation services~~ to a third-party operated mining pool, such as electricity costs and employee compensation, are recorded as cost of revenues. Depreciation and amortization expenses on fixed and right-of-use assets, including digital asset mining equipment used to provide the services, are also recorded as a component of cost of revenues.

Revenue From Contracts With Customers - Digital Asset Hosted Mining Services

The Company generates revenue from contracts with customers from digital asset hosted mining services. The Company ~~generally recognizes revenue when the promised service is performed. Revenue excludes any amounts collected on behalf of third parties, including sales and indirect taxes.~~

recognizes revenue when the promised service is performed. Revenue excludes any amounts collected on behalf of third parties,

including sales and indirect taxes.

Hosting Services

The Company regularly enters ~~into~~ contracts that include hosting services, for which revenue is recognized as services are performed on a variable basis. The Company performs hosting services that enable customers to run blockchain and other high-performance computing operations. The Company’s performance obligation related to these services is satisfied over time. The Company recognizes revenue for services that are performed on a consumption basis, such as the amount of electricity used in a period, based on the customer’s use of such resources. The Company recognizes variable consumption usage hosting revenue each month as the uncertainty related to the consideration is resolved, hosting services are provided to our customers, and our customers utilize the hosting services (the customer simultaneously receives and consumes the benefits of the Company’s performance). The Company generally bills its customers in advance based on estimated consumption under the contract. The Company recognizes revenue based on actual consumption in the period and invoices adjustments in subsequent periods or retains credits toward future consumption. The term between invoicing and when payment is due typically does not exceed 30 days.

~~Revenue~~performed ~~Recognition~~on -a ~~Colocation~~variable ~~Revenue~~basis. The Company performs hosting services that enable customers to run blockchain and other HPC

~~Our Colocation segment generates revenue by leasing data center space to our customer under licensing agreements~~operations. ~~These~~The ~~arrangements~~Company’s ~~contain~~performance ~~lease~~obligation ~~components~~related ~~for the right~~ to ~~use~~these ~~data center space and nonlease components for power delivery, physical security, and maintenance~~ services. We have elected the practical expedient available under ASC Topic 842, Leases (“ASC Topic 842”), to combine the nonlease revenue components that have the same pattern of transfer as the related operating lease components into a single combined component. The single combined component is ~~accounted~~satisfied ~~for~~over ~~under ASC Topic 842 as an operating lease if the lease components are the predominant components and is accounted for under ASC Topic 606 if the nonlease components are the predominant components~~time. The ~~lease~~Company ~~components~~recognizes are the predominant components in our current licensing arrangements and the single combined component in these arrangements are accounted for under the operating lease guidance of ASC Topic 842. Recognition of Colocation lease revenue ~~begins when we determine the asset has been made available for the customer’s use.~~

Wefor ~~have~~services ~~concluded~~ that itare isperformed ~~probable that substantially all of the payments will be collected over the term of the arrangements and recognize the total combined component license payments under the agreements~~ on a ~~straight-line~~consumption basis, ~~over~~such ~~the non-cancellable term. Straight-line license revenue represents the difference in revenue recognized during the period and the license payments due pursuant to the underlying arrangement~~ as ~~deferred revenue in~~ the ~~condensed~~amount consolidated balance sheets. Certain arrangements include options to extend the term. These extension options are not reasonably certain to be exercised and are excluded from the lease term and calculation of ~~lease~~electricity ~~payments~~used atin ~~lease~~a ~~commencement.~~period, Webased ~~commence~~on ~~recognition of lease revenue when~~ the ~~underlying space is available for the~~ customer’s ~~exclusive~~ use. ~~This is determined by the facts and circumstances surrounding each commencement, considering ability to utilize rated energy for the space and control over the space, among other considerations.~~

~~Certain~~of ~~licensing arrangements provide for variable payments for power delivery services and maintenance services on customer assets and reimbursements for lessor costs~~ such ~~as taxes~~resources. ~~Payments~~The ~~for~~Company ~~physical~~recognizes ~~security~~variable ~~and~~consumption ~~other~~usage ~~routine~~hosting ~~maintenance~~revenue ~~services~~each ~~are~~month ~~included~~as in the ~~fixed~~uncertainty ~~lease~~related ~~payments. Power delivery services represent a stand ready obligation~~ to ~~make~~the ~~power available~~

17consideration is resolved, hosting services are provided to the Company’s customers, and its customers utilize the hosting services (the

~~Core~~customer ~~Scientific,~~simultaneously ~~Inc~~receives and consumes the benefits of the Company’s performance). The Company generally bills its

~~Notes~~customers toin ~~Unaudited~~advance ~~Condensed~~based ~~Consolidated~~on ~~Financial~~estimated ~~Statements~~consumption under the contract. The Company recognizes revenue based on actual

toconsumption ~~the~~in ~~customer over~~ the ~~coterminous~~period ~~lease term~~ and ~~have~~invoices ~~the~~adjustments ~~same~~in ~~pattern~~subsequent ofperiods ~~transfer~~or asretains ~~the~~credits ~~related~~toward ~~operating~~future ~~lease components~~consumption. ~~Customers~~The ~~may request and the Company may provide maintenance services on customer assets during the coterminous lease~~ term. Customers are charged monthly for fees incurred on these maintenance services delivered and actual power costs incurred at current utility or fuel cost rates. These payments from customers for power delivery and maintenance services are recognized as variable lease payments in accordance with the practical expedient elected. Variable lease payments are presented on a gross basis and are included in Colocation revenue in the Condensed Consolidated Statements of Operations.

~~Performance~~between ~~Obligations~~invoicing and when payment is due typically does not exceed 30 days.

AsStock-Based ~~of September 30, 2025, the Company had no outstanding performance obligations for contracts with original terms exceeding one year.~~Compensation

~~Stock~~The ~~Based~~Company ~~Compensation~~grants performance and market conditioned restricted stock units (“PSUs”) to certain executives as part of its

~~The Company grants performance and market conditioned restricted stock units (“PSUs”) to certain executives as part of its~~ long-term equity compensation program. Each PSU has service conditions and either market or performance conditions that are subject to respective graded vesting schedules. Each tranche in the respective graded vesting schedule is a separate award for accounting purposes and the Company applies the accelerated attribution method to recognize compensation expense. Compensation expense is recognized over the longer of the explicit service period or the performance measurement period of each tranche.

~~PSU~~subject ~~tranches~~to ~~with~~respective ~~market~~graded ~~conditions,~~vesting ~~such as the relative total shareholder return (“RTSR”) metric, are measured on the grant date using a Monte Carlo simulation model~~schedules. ~~PSU~~Each ~~tranches~~tranche ~~with~~in ~~performance conditions are measured using~~ the ~~grant~~respective ~~date~~graded ~~fair~~vesting ~~value~~schedule ~~of the Company’s common stock and are expensed only when the performance condition~~ is ~~deemed~~a ~~probable~~separate ofaward ~~achievement. The Company reassesses the probability of achieving performance conditions at each reporting date and adjusts~~ for ~~actual forfeitures as they occur.~~

accounting purposes and the Company applies the accelerated attribution method to recognize compensation expense. Compensation

expense is recognized over the longer of the explicit service period or the performance measurement period of each tranche.

PSU tranches with market conditions, such as the relative total shareholder return (“RTSR”) metric, are measured on the grant

date using a Monte Carlo simulation model. PSU tranches with performance conditions are measured using the grant date fair value of

the Company’s common stock and are expensed only when the performance condition is deemed probable of achievement. The

Company reassesses the probability of achieving performance conditions at each reporting date and adjusts for actual forfeitures as

they occur.

Recently Adopted Accounting Standards

In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting ~~2023-09,~~Standards ~~Income~~Update ~~Taxes~~ (~~Topic 740): Improvements to Income Tax Disclosures (~~“ASU ~~2023-09~~”). Under this ASU, public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” The amendments in ASU 2023-09 will be applied on a prospective basis and are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 as of January 1, 2025 and will reflect the required disclosures in its Annual Report on Form 10-K for the year ending December 31, 2025. The adoption of ASU 2023-09 affects annual income tax disclosures only and does not impact interim reporting.

2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments

(“ASU 2024-04”), which clarifies the accounting for certain settlements of convertible debt instruments as induced conversions versus

extinguishments. The guidance is effective for fiscal years beginning after December 15, 2025. The Company adopted ASU 2024-04

as of January 1, 2026, and will apply the guidance prospectively. The adoption of ASU 2024-04 did not have a material impact on the

Company’s consolidated financial statements and related disclosures.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendment should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

~~There~~Disaggregation ~~are~~Disclosures no(Subtopic ~~other~~220-40): ~~new~~Disaggregation ~~accounting~~of ~~pronouncements~~Income ~~that~~Statement ~~are~~Expenses ~~currently~~(“ASU ~~expected~~2024-03”), towhich ~~have~~requires ~~a significant impact on the Company’s unaudited condensed consolidated financial statements.~~

18disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. In

January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 for all public business entities. The

amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within

annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied

prospectively; retrospective application is also permitted. The Company is currently evaluating the impact these ASUs will have on its

consolidated financial statements and related disclosures.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

3. PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment, net as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 consist of the following (in thousands):

September 30, 2025

December 31, 2024

Estimated Useful Lives

March 31, 2026

December 31, 2025

Estimated Useful Lives

Land and improvements1

$74,906

$21,769

~~49,221~~

20 years

~~23,667~~

~~20 years~~

Building and improvements

295,367

~~279~~275,~~530~~186

10 to 39 years

~~256,086~~

~~10 to 39 years~~

Mining and network equipment

390,848

414,173

3 to 5 years

Mining equipment

314,357

393,623

3 years

Electrical equipment

82,470

82,598

15 years

Electrical and mechanical equipment

91,015

80,384

15 years

Other property, plant and equipment

16,178

318,~~087~~164

5 to 7 years

~~2,884~~

~~5 to 7 years~~

Total

791,823

~~805~~789,~~156~~126

~~779,408~~

Less: accumulated depreciation and amortization

372,193

~~415~~406,~~047~~893

~~385,922~~

Total

419,630

~~390~~382,~~109~~233

~~393,486~~

Add: Construction in progress

925,294

~~688~~911,~~694~~066

~~162,856~~

Property, plant and equipment, net

1,078,803

556,342

$1,344,924

$1,293,299

1 Estimated useful life of improvements. Land is not depreciated.

Depreciation expense for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024,~~2025 was $16.14 million and $2819.5 ~~million, respectively, and for the nine months ended September~~ ~~30, 2025 and 2024, was $54.3~~ million ~~and $86.6 million~~, respectively.

During the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, $35.4 million and $0.4 million, respectively, of construction in progress was placed into service. During the nine months ended September 30,~~ 2025 ~~and 2024~~, $47140.5 million and $~~140~~1.3 6 million, respectively, of construction in ~~progress was placed into service.~~

progress was placed into service.

As of March 31, 2026 and December 31, 2025, property, plant and equipment, net being leased to customers consisted of the

following (in thousands):


	March 31, 2026	December 31, 2025
Land and improvements	$63,809	$5,546
Building and improvements	261,208	146,082
Electrical and mechanical equipment	41,735	19,146
Other property, plant and equipment	224	226
Total	366,976	171,000
Less: accumulated depreciation and amortization	11,502	9,856
Property, plant and equipment, net leased to customers	$355,475	$161,144

Depreciation expense for assets leased to customers for the three months ended March 31, 2026, was $2.6 million. There were

no assets leased to customer for the three months ended March 31, 2025.

During the three months ended March 31, 2026, the Company identified indicators of impairment of its mining equipment and

mining infrastructure asset groups, including sustained declines in bitcoin prices, declines in bitcoin hashprice, and significant

decreases in secondary market values for digital asset mining equipment. As a result, the Company performed a recoverability

assessment of its mining-related asset groups in accordance with ASC Topic 360-10. The undiscounted future cash flows for each

asset group was less than its carrying amount, indicating the assets were not recoverable.

The Company measured the fair value of its mining equipment using a market approach based on observable secondary market

pricing data for similar assets. The Company measured the fair value of its mining infrastructure assets using an income approach

based on a discounted cash flow analysis reflecting the estimated future cash flows a market participant would expect from operating

the assets as mining hosting facilities.

During the three months ended March 31, 2026, the Company recognized impairment charges of $266.5 million, consisting of

$151.6 million related to mining equipment and $114.9 million related to mining infrastructure, which are included in Impairment of

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

property, plant and equipment in the condensed consolidated statements of operations. No impairment charges were recognized during

the three months ended March 31, 2025.

4. BALANCE SHEET COMPONENTS

Customer funding receivable and other current assets as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 consisted of the following ~~(in thousands):~~

	September 30, 2025		December 31, 2024
Customer funding receivable	$	343,085	$	7,442
Other	23,150		35,647
Total customer funding receivable and other current assets	$	366,235	$	43,089

(in thousands):

Customer funding receivable represents amounts due from our customer for construction related payables and accrued expenses incurred on their behalf. The Company collects these amounts from the customer prior to payment to vendors. As of September 30, 2025, approximately $220.0 million of the related obligations were included in accrued expenses and approximately $123.1 million were included in accounts payable.


	March 31, 2026	December 31, 2025
Customer funding receivable	$315,667	$337,158
Other	36,461	25,001
Total customer funding receivable and other current assets	$352,128	$362,159

~~Accrued~~Customer ~~expenses~~funding asreceivable ofrepresents ~~September 30,~~amounts ~~2025~~due ~~and~~from ~~December 31,~~the ~~2024~~Company’s ~~consisted~~customer offor ~~the~~construction-related ~~following~~payables ~~(in~~and ~~thousands):~~

	September 30, 2025		December 31, 2024
Accrued customer funded construction	$	220,036	$	—
Accrued capital expenditures	67,142		12,106
Accrued bonus	34,616		17,614
Other	36,476		34,950
Total accrued expenses	$	358,270	$	64,670

accrued expenses incurred on their behalf. The Company collects these amounts from the customer prior to payment to vendors.

19Obligations related to customer items are paid soon after reimbursement. As of March 31, 2026, $187.7 million of the related

obligations were included in accrued expenses and $128.0 million were included in accounts payable, compared with $290.6 million

in accrued expenses and $46.6 million in accounts payable as of December 31, 2025.

Accrued expenses as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):


	March 31, 2026	December 31, 2025
Accrued customer funded construction	$193,669	$290,603
Accrued capital expenditures	118,681	197,888
Other	52,129	23,466
Total accrued expenses	$364,479	$511,957

Other noncurrent liabilities as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):


	March 31, 2026	December 31, 2025
Operating lease liabilities, net of current portion	$86,181	$89,011
Customer security deposit, net of current portion	11,040	11,040
Other	3,428	4,210
Total other noncurrent liabilities	$100,649	$104,261

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Other noncurrent liabilities as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

	September 30, 2025		December 31, 2024
Noncurrent deferred revenue	$	260,348	$	—
Operating lease liabilities, net of current portion	90,869		97,843
Other	13,370		15,315
Total other noncurrent liabilities	$	364,587	$	113,158

Noncurrent deferred revenue represents prepaid base license fees from our Colocation customer.

5. LEASES

Lessee Accounting

The components of operating and finance leases are presented on the Company’s ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets as ~~follows (in thousands):~~

	Financial statement line item	September 30, 2025		December 31, 2024
Assets:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	107,784	114,472
Finance lease right-of-use assets	Property, plant and equipment, net	$	—	5,873
Liabilities:
Operating lease liabilities, current portion	Other current liabilities	$	11,353	9,974
Operating lease liabilities, net of current portion	Other noncurrent liabilities	$	90,869	97,843
Finance lease liabilities, current portion	Other current liabilities	$	—	1,669

follows (in thousands):


	Financial statement line item	March 31, 2026	December 31, 2025
Assets:
Operating lease right-of-use assets	Operating lease right-of-use assets	$105,986	$108,484
Finance lease right-of-use assets	Other noncurrent assets	$1,748	$1,843
Liabilities:
Operating lease liabilities, current portion	Other current liabilities	$12,873	$12,343
Operating lease liabilities, net of current portion	Other noncurrent liabilities	$86,181	$89,011
Finance lease liabilities, current portion	Other current liabilities	$—	$—
Finance lease liabilities, net of current portion	Other noncurrent liabilities	$860	$844

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The components of lease expense were as follows (in thousands):

Three Months Ended September 30,

Three Months Ended March 31,

Financial statement line item

2026

~~Financial statement line item~~2025

~~2025~~

~~2024~~

Operating lease expense

Cost of colocation services

$3,786

~~Cost of Colocation services~~$3,407

~~3,412~~

~~4,833~~

Operating lease expense

Cost of digital asset self-mining

102

~~Cost of digital asset self-mining~~85

~~106~~

Operating lease expense

Cost of digital asset hosted mining services

~~Cost of digital asset hosted mining services~~5

Operating lease expense

Selling, general and administrative

163

~~Selling~~1, ~~general and administrative expenses~~207

~~1,297~~

~~(1,133)~~

Short-term lease expense

Cost of digital asset self-mining

142

~~Cost of digital asset self-mining~~286

~~318~~

Variable lease expense

Cost of colocation services

385

~~Cost of Colocation services~~269

~~304~~

—

Finance lease expense:

Amortization of right-of-use assets

Cost of digital asset self-mining

~~Cost of digital asset self-mining~~226

~~101~~

~~231~~

Interest on lease liabilities

Interest expense, net

~~Interest expense, net~~49

Total finance lease expense

111

275

~~112~~

~~322~~

Total lease expense

$4,701

$5,534

~~5,533~~

~~4,218~~

		Nine Months Ended September 30,
	Financial statement line item	2025		2024
Operating lease expense	Cost of Colocation services	$	10,221	$	7,930
Operating lease expense	Cost of digital asset self-mining	240		302
Operating lease expense	Cost of digital asset hosted mining services	25		78
Operating lease expense	Selling, general and administrative expenses	3,722		1,025
Short-term lease expense	Cost of digital asset self-mining	943		262
Variable lease expense	Cost of Colocation services	877		—
Finance lease expense:
Amortization of right-of-use assets	Cost of digital asset self-mining	497		880
Interest on lease liabilities	Interest expense, net	90		1,132
Total finance lease expense		587		2,012
Total lease expense		$	16,615	$	11,609

Information relating to the lease term and discount rate is as follows:

		September 30, 2025		September 30, 2024
	March 31, 2026	March 31, 2025
Weighted Average Remaining Lease Term (Years)
Operating leases	7.3	7.8.3		~~6.9~~
Finance leases	4.7	0.05		~~1.0~~
Weighted Average Discount Rate
Operating leases	8.5%	8.5%	%	~~9.3~~	%
Finance leases	7.4%	—12.6%	%	~~12.5~~	%

2118

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Information relating to lease payments is as follows (in thousands):

			Nine Months Ended September 30,
	Three Months Ended March 31,
				2025		2024
	2026	2025
Lease Payments
Operating cash flows from operating leases	$5,058	$3,052		$	~~12,512~~	$	~~5,414~~
Operating cash flows from finance leases	$5	$40		$	82	$	~~1,819~~
Financing cash flows from finance leases	$1,095	$509		$	~~1,672~~	$	~~5,328~~
Supplemental Noncash Information
Operating lease right-of-use assets obtained in exchange for lease obligations	$1,988	$—		$	~~2,154~~	$	~~70,690~~
Decrease in operating right-of-use assets due to lease modification	$—	$(593)		$	~~(593)~~	$	—
Decrease in operating right-of-use assets due to termination	$(1,318)	$—

The Company’s minimum payments under noncancelable operating and finance leases having ~~initial~~ terms ~~and bargain renewal periods~~ in excess of one year are as ~~follows at September 30, 2025, and thereafter (in thousands):~~

	Operating Leases
Remaining 2025	$	4,750
2026	19,631
2027	20,064
2028	20,405
2029	20,754
Thereafter	54,318
Total lease payments	139,922
Less: imputed interest	37,700
Total	$	102,222

follows at March 31, 2026, and thereafter (in thousands):


	Operating Leases	Finance Leases
Remaining 2026	$15,418	$—
2027	20,926	—
2028	21,215	257
2029	20,938	440
2030	21,079	403
Thereafter	33,239	—
Total lease payments	132,815	1,100
Less: imputed interest	33,761	240
Total	$99,054	$860

Lessor Accounting

We generate revenue by leasing property to a customer under licensing agreements. The manner in which wethe ~~recognize~~Company ~~these transactions in our financial statements is described in Note 2 — Summary of Significant Accounting Policies, Revenue Recognition — Colocation Revenue.~~

recognizes these transactions in its financial statements is described in Note 2 — Summary of Significant Accounting Policies,

Revenue Recognition — Colocation Segment.

The components of lease revenue were as follows (in thousands):

		Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
		2025		2024		2025		2024
	2026	2025
Lease Revenue
Operating lease revenue	$59,196	$5,995	~~9,848~~	$	~~7,806~~	$	~~22,853~~	$	~~11,625~~
Variable lease revenue	10,219	52,~~103~~578		~~2,532~~		~~11,231~~		~~4,232~~
Total lease revenue	$69,415	$8,573	~~14,951~~	$	~~10,338~~	$	~~34,084~~	$	~~15,857~~

2219

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table represents the maturity analysis of ~~commenced minimum~~ operating lease payments expected to be received at ~~September~~March 3031, ~~2025~~2026, ~~and thereafter (in thousands):~~

	Operating Leases(1)
Remaining 2025	$	10,203
2026	38,520
2027	39,748
2028	54,614
2029	58,476
Thereafter	317,899
Total	$	519,460

and thereafter (in thousands):

6. CONVERTIBLE AND OTHER NOTES PAYABLE


	Operating Leases1
Remaining 2026	$111,933
2027	153,848
2028	231,487
2029	302,930
2030	313,402
Thereafter	2,277,488
Total	$3,391,088

~~Notes~~1 ~~payable~~Operating aslease ofpayments ~~September 30,~~expected ~~2025~~to ~~and~~be ~~December 31,~~received ~~2024,~~exclude ~~consists~~$5.8 ofbillion ~~the~~in ~~following~~total ~~(in~~future ~~thousands):~~noncancellable operating lease payments expected to be received for operating

	Stated Interest Rate	Effective Interest Rates	Maturities	September 30, 2025		December 31, 2024
Convertible Notes:
2031 Convertible Notes	—%	0.4%	2031	625,000		625,000
2029 Convertible Notes	3.0%	3.7%	2029	460,000		460,000
Equipment and Settlement:
Bremer loan	5.5%	5.5%	2027	—		10,669
Didado note	5.0%	15.0%	2027	—		8,964
HMC note	5.0%	15.0%	2026	—		9,042
Harper note	5.0%	15.0%	2026	—		3,119
Trilogy note	5.0%	15.0%	2026	—		2,107
Other:
ACM note	—%	15.0%	2025	621		3,023
Other	7.1% - 7.7%	7.1% - 7.7%	2025	—		129
Notes payable				1,085,621		1,122,053
Less: Unamortized discounts				25,993		31,773
Total notes payable, net				1,059,628		1,090,280
Less: current portion1				621		16,290
Convertible and other notes payable, net of current portion				$	1,059,007	$	1,073,990

leases that have not yet commenced as of March 31, 2026, which have initial lease terms of 12 years from commencement.

During the nine months ended September 30, 2025, the Company fully repaid five higher-interest debt facilities, including the Bremer loan, Didado note, HMC note, Harper note, and Trilogy note, totaling approximately $26.6 ~~million in principal~~. DEBT ~~The repayment resulted in an aggregate of $1.4 million loss on debt extinguishment.~~

23Debt as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):


	Stated Interest Rate	Effective Interest Rates	Maturities	March 31, 2026	December 31, 2025
Term Loan Facility1	6.2%	6.9%	2027	$1,000,000	$—
2029 Convertible Notes	3.0%	3.7%	2029	460,000	460,000
2031 Convertible Notes	—%	0.4%	2031	625,000	625,000
Notes payable				2,085,000	1,085,000
Less: Unamortized discounts				29,405	24,675
Total notes payable, net				2,055,595	1,060,325
Less: current portion				993,944	—
Convertible and other notes payable, net of current portion				$1,061,651	$1,060,325

1 Interest rate is variable and resets monthly based on SOFR plus an applicable margin of 2.50% per annum. As of March 31, 2026, the stated rate was 6.2% and the

effective interest rate was 6.9%, which includes the amortization of debt issuance costs.

Interest expense on the Company’s debt was as follows (in thousands):


	Three Months Ended March 31,
	2026	2025
Coupon interest	$6,810	$3,450
Amortization of debt discount and issuance costs	1,675	1,297
Interest incurred	8,485	4,747
Less: Capitalized interest	(325)	—
Interest expense	$8,160	$4,747

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Coupon interest	$	3,450	$	10,350
Amortization of debt discount and issuance costs	1,311		3,912
Total	$	4,761	$	14,262

Maturities on debt, gross of unamortized discounts, as of March 31, 2026, are as follows (in thousands):

	Convertible Notes	~~Convertible~~Term ~~Notes~~Loan Facility		~~Other Notes Payable~~
Remaining 2025		$	—	$	621
Remaining 2026	$—	$—
2026		—		—
2027	—	1,000,000
2027		—		—
2028	—	—
2028		—		—
2029	460,000	—
2029		460,000		—
2030	—	—
Thereafter	625,000	~~625,000~~—		—
Total	$1,085,000	$1,000,000	~~1,085,000~~	$	~~621~~

Convertible Notes

On August 19, 2024, the Company issued $460.0 million in aggregate principal amount of 3.00% Convertible Senior Notes due

2029 (the “2029 Convertible Notes”). The 2029 Convertible Notes mature on September 1, 2029, unless earlier converted, redeemed

or repurchased. The 2029 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events,

including if the Company's common stock price exceeds 130% of the conversion price (approximately $14.30 per share, based on the

initial conversion price of approximately $11.00 per share) for at least 20 trading days (whether or not consecutive) during the 30

consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter. The stock

price conversion condition for the 2029 Convertible Notes was first satisfied during the fourth quarter of 2025. As a result, the 2029

Convertible Notes were convertible at the option of the holders during the three months ended March 31, 2026. No holders elected to

convert during the period. This condition was also satisfied during the first quarter of 2026, and accordingly, the 2029 Convertible

Notes remain convertible during the second quarter of 2026.

On December 5, 2024, the Company issued $625.0 million aggregate principal amount of 0.00% Convertible Senior Notes due

2031 (the "2031 Convertible Notes"). The 2031 Convertible Notes mature on June 15, 2031, unless earlier converted, redeemed, or

repurchased. The 2031 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events,

including if the Company’s common stock price exceeds 130% of the conversion price (approximately $29.24 per share, based on the

initial conversion price of approximately $22.49 per share) for at least 20 trading days (whether or not consecutive) during the 30

consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter. The stock

price conversion condition for the 2031 Convertible Notes was not satisfied during any measurement period through March 31, 2026.

Term Loan Facility

On March 4, 2026, the Company entered into a loan facility Credit Agreement (the “Credit Agreement”) with the lenders party

thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (“MSSF”). The Credit

Agreement provides for a senior secured loan facility (the “Term Loan Facility”) in an aggregate principal amount of $500.0 million,

with an accordion feature that allowed up to an additional $500.0 million. The Company borrowed the full $500.0 million initially

available on March 5, 2026. On March 18, 2026, the Company entered into Amendment No. 1 to the Credit Agreement (the

“Incremental Amendment”) with MSSF and JPMorgan Chase Bank, N.A. as Amendment No. 1 Term Lender, which amended the

Credit Agreement to increase the term loan commitments by $500.0 million, to $1.0 billion, pursuant to the accordion feature of the

Credit Agreement. The Company borrowed the full $500.0 million incremental commitment on March 18, 2026.

Loans under the Term Loan Facility bear interest at Term Secured Overnight Financing Rate (“SOFR”) (subject to a 0% floor)

plus an applicable margin of 2.50% per annum. The Term Loan Facility matures 364 days after the closing date. The Company’s

obligations are guaranteed by certain direct or indirect, wholly owned material domestic subsidiaries and secured by a first-priority

lien on substantially all assets of the Company and the guarantors. As of March 31, 2026, $1.0 billion was outstanding under the Term

Loan Facility. In connection with the Credit Agreement and the Incremental Amendment, the Company incurred approximately

$6.4 million of debt issuance costs, which are being amortized over the term of the Term Loan Facility.

Secured Notes Offering

On April 22, 2026, the Company's indirect wholly-owned subsidiary, Core Scientific Finance I LLC (“Core Scientific

Finance”), priced a private offering of $3.30 billion aggregate principal amount of 7.75% senior secured notes due 2031 at an issue

price of 99.25% of the principal amount. Core Scientific Finance used the net proceeds from the offering to fund a debt service reserve

account, and the remaining proceeds to make a distribution to the Company, a portion of which the Company used to repay in full the

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

outstanding borrowings under the Term Loan Facility, including accrued interest thereon and fees and expenses in connection

therewith. The offering closed on May 6, 2026. Upon such repayment, the Company terminated the Term Loan Facility.

7. WARRANT LIABILITIES

On January 23, 2024, the Company entered into a warrant agreement (the “Warrant Agreement”) providing for the issuance of

~~On January 23, 2024, the Company entered into a warrant agreement (the “Warrant Agreement”) providing for the issuance of~~ 98,313,313 warrants, each exercisable for one share of ~~New~~common ~~Common~~stock ~~Stock~~ at an exercise price of $6.81 per share (the “Tranche 1 Warrants”), and 81,927,898 warrants, each exercisable for one share of New Common Stock at an exercise price of $0.01 per share (the “Tranche 2 Warrants” and, together with the Tranche 1 Warrants, the “Warrants”). The Tranche 1 Warrants expire on January 23, 2027, and the Tranche 2 Warrants expire on January 23, 2029.

~~During~~Warrants”), ~~the three~~ and ~~nine months ended September 30~~81,927,898 ~~2025~~warrants, ~~0.1 million~~each ~~and~~exercisable ~~0.3 million~~for ~~Tranche~~one 1share ~~Warrants~~of ~~were~~common ~~exercised,~~stock ~~respectively,~~at ~~which~~an ~~resulted~~exercise inprice ~~cash receipts~~ of $10.~~1 million~~01 ~~and~~per ~~$1.7 million.~~share As(the ~~of September 30, 2025, there were 97.4 million unexercised Tranche 1 Warrants.~~

~~During~~“Tranche ~~the~~2 ~~three~~Warrants” and ~~nine months ended September 30~~, ~~2025,~~together ~~4.0 million~~with ~~and~~the ~~10.0 million~~ Tranche 21 Warrants ~~were exercised~~, ~~respectively,~~the ~~which~~“Warrants”). ~~resulted~~The inTranche ~~immaterial~~1 ~~cash~~Warrants ~~receipts.~~expire Ason ofJanuary ~~September 30~~23, ~~2025, there were 11.0 million unexercised Tranche 2 Warrants.~~

2027, and the Tranche 2 Warrants expire on January 23, 2029.

During the three months ended March 31, 2026, nominal Tranche 1 Warrants were exercised, which resulted in cash receipts of

$0.1 million. As of March 31, 2026, there were 96.7 million unexercised Tranche 1 Warrants.

During the three months ended March 31, 2026, 0.4 million Tranche 2 Warrants were exercised, which resulted in immaterial

cash receipts. As of March 31, 2026, there were 7.8 million unexercised Tranche 2 Warrants.

8. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

During the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, a decrease inof ~~fair~~$1.0 ~~value~~million ofand ~~contingent~~an ~~value~~increase ~~rights~~ of $012.8 ~~million~~ ~~and $1.7~~ million, ~~respectively, was included~~ in ~~Change in~~ fair ~~value of warrant and contingent value rights on the Company’s Condensed Consolidated Statements of Operations.~~

~~During the three and nine months ended September 30, 2025, an increase in fair~~ value of ~~Warrants of $75.6 million and $365.0 million~~CVRs, respectively, was included in Change in fair value of ~~warrant~~warrants and contingent value rights onin the Company’s ~~Condensed Consolidated Statements of Operations.~~

24condensed consolidated statements of operations.

During the three months ended March 31, 2026 and 2025, an increase of $31.8 million and a decrease of $634.3 million, in fair

value of Warrants, respectively, was included in Change in fair value of warrants and contingent value rights in the Company’s

condensed consolidated statements of operations.

The following presents the levels of the fair value hierarchy for the Company's assets and liabilities measured at fair value on a

recurring basis as of March 31, 2026 (in thousands):


	Fair Value Hierarchy
	Level 1	Level 2	Level 3	Fair value
Assets:
Cash and cash equivalents
Money market funds	$1,000,384	$—	$—	$1,000,384
Digital assets	37,312	—	—	37,312
Total assets measured at fair value on a recurring basis	$1,037,696	$—	$—	$1,037,696

Liabilities:
Contingent value rights1	$2,330	$—	$—	$2,330
Warrant liabilities, current portion	844,752			844,752
Warrant liabilities, net of current portion	116,495	—	—	116,495
Total liabilities measured at fair value on a recurring basis	$963,577	$—	$—	$963,577

1 The fair value of contingent value rights is included within Other current liabilities and Other noncurrent liabilities on the Company’s condensed consolidated balance

sheets, based on the expected timing of settlement.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following presents the levels of the fair value hierarchy for the Company's assets and liabilities measured at fair value on a ~~recurring basis as of September 30, 2025 (in thousands):~~

	Fair Value Hierarchy
	Level 1		Level 2		Level 3		Fair value
Assets:
Cash and cash equivalents
Money market funds	$	449,911	$	—	$	—	$	449,911
Digital assets	241,355		—		—		241,355
Total assets measured at fair value on a recurring basis	$	691,266	$	—	$	—	$	691,266
Liabilities:
Contingent value rights1	$	2,589	$	—	$	—	$	2,589
Warrants	1,330,483		—		—		1,330,483
Total liabilities measured at fair value on a recurring basis	$	1,333,072	$	—	$	—	$	1,333,072

recurring basis as of December 31, 2025 (in thousands):

1 The fair value of contingent value rights is included within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets, based on the expected timing of settlement.


	Fair Value Hierarchy
	Level 1	Level 2	Level 3	Fair value
Assets:
Cash and cash equivalents
Money market funds	$267,721	$—	$—	$267,721
Digital assets	222,000	—	—	222,000
Total assets measured at fair value on a recurring basis	$489,721	$—	$—	$489,721

Liabilities:
Contingent value rights1	$3,366	$—	$—	$3,366
Warrant liabilities, net of current portion	936,107	—	—	936,107
Total liabilities measured at fair value on a recurring basis	$939,473	$—	$—	$939,473

1 The ~~following~~fair ~~presents~~value ~~the levels~~ of ~~the~~contingent ~~fair~~ value ~~hierarchy~~rights ~~for~~is ~~the~~included ~~Company's~~within ~~assets~~Other ~~and~~current liabilities ~~measured~~and atOther ~~fair~~noncurrent ~~value~~liabilities on athe ~~recurring~~Company’s ~~basis~~condensed asconsolidated ofbalance ~~December 31, 2024 (in thousands):~~

	Fair Value Hierarchy
	Level 1		Level 2		Level 3		Fair value
Assets:
Cash and cash equivalents
Money market funds	$	832,213	$	—	$	—	$	832,213
Digital assets	23,893		—		—		23,893
Total assets measured at fair value on a recurring basis	$	856,106	$	—	$	—	$	856,106
Liabilities:
Contingent value rights1	$	4,272	$	—	$	—	$	4,272
Warrants	1,097,285		—		—		1,097,285
Total liabilities measured at fair value on a recurring basis	$	1,101,557	$	—	$	—	$	1,101,557

sheets, based on the expected timing of settlement.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Financial Instruments Not Carried at Fair Value

The Convertible Notes are recorded at amortized cost in the condensed consolidated balance sheets. The fair value is disclosed for informational purposes only in accordance with ASC Topic 825-10, Financial Instruments, and is determined using trading activity in over-the-counter markets. The following tables present the carrying amounts and estimated fair values of the Convertible Notes as of September 30, 2025 and December 31, 2024 (in thousands):

~~September~~for 30informational purposes only in accordance with ASC Topic 825-10, ~~2025~~Financial Instruments, and is determined using trading

	Carrying Amount		Fair Value		Fair Value Hierarchy
3.00% Convertible Senior Notes due 2029	$	460,000	$	826,582	Level 1
0.00% Convertible Senior Notes due 2031	$	625,000	$	701,493	Level 1

activity in over-the-counter markets. The following tables present the carrying amounts and estimated fair values of the Convertible

~~December~~Notes as of March 31, ~~2024~~2026 and December 31, 2025 (in thousands):

	Carrying Amount		Fair Value		Fair Value Hierarchy
3.00% Convertible Senior Notes due 2029	$	460,000	$	703,100	Level 1
0.00% Convertible Senior Notes due 2031	$	625,000	$	615,800	Level 1

March 31, 2026


	Carrying Amount	Fair Value	Fair Value Hierarchy
3.00% Convertible Senior Notes due 2029	$460,000	$738,262	Level 1
0.00% Convertible Senior Notes due 2031	$625,000	$686,413	Level 1

December 31, 2025


	Carrying Amount	Fair Value	Fair Value Hierarchy
3.00% Convertible Senior Notes due 2029	$460,000	$718,609	Level 1
0.00% Convertible Senior Notes due 2031	$625,000	$657,735	Level 1

Nonrecurring Fair Value Measurements

The Company’s measures certain non-financial assets, ~~including property, plant and equipment, are measured~~ at ~~estimated~~ fair value on a nonrecurring basis ~~and are adjusted only upon impairment or~~ when ~~held~~events ~~for sale. During the nine months ended September 30, 2025, the Company did not recognize any impairment~~ or ~~other~~circumstances ~~fair~~indicate ~~value adjustments related to non-financial assets measured at fair value on a nonrecurring basis.~~

~~No non-financial assets~~that ~~were~~the ~~classified~~carrying asamount ~~Level 3~~may asnot ofbe ~~September 30,~~recoverable. ~~2025~~During orthe ~~December~~three months ended March 31, ~~2024.~~2026, the Company measured the fair

~~The Company’s financial instruments, that are not subject to recurring fair~~ value ~~measurements,~~of ~~include~~its ~~cash~~mining-related ~~and~~long-lived ~~cash~~asset ~~equivalents~~groups ~~(other~~in ~~than~~connection ~~money~~with ~~market~~the ~~funds),~~impairment ~~restricted~~charges ~~cash,~~described ~~accounts~~in ~~receivable,~~Note ~~accounts~~3 ~~payable,~~— ~~leases~~Property, ~~notes payable and certain accrued expenses and other liabilities. Except for the 2029 Convertible Notes and 2031 Convertible Notes~~Plant, ~~the carrying amount of these financial instruments materially approximate their fair values.~~

and Equipment.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents the fair value of assets measured on a nonrecurring basis during the three months ended March 31,

2026 (in thousands):


	Level 1	Level 2	Level 3	Fair value
Mining equipment	$—	$30,564	$—	$30,564
Mining infrastructure	$—	$—	$42,772	$42,772

The fair value of mining equipment was determined using a market approach based on observable pricing from published

secondary market indices for digital asset mining hardware, classified as Level 2 within the fair value hierarchy.

The fair value of mining infrastructure was determined using an income approach based on a discounted cash flow analysis of a

hypothetical colocation hosting arrangement, classified as Level 3 within the fair value hierarchy. The following table presents the

significant unobservable inputs used in the Level 3 measurement:


Significant Unobservable Input		Value
Discount rate		15% - 18%
Hosting rate ($/kW)		$2.25 - $2.50
Projection period		10 years

The Company’s financial instruments, which are not subject to recurring fair value measurements, include cash and cash

equivalents (other than money market funds), restricted cash, accounts receivable, accounts payable, leases, debt and certain accrued

expenses and other liabilities. Except for the 2029 Convertible Notes and 2031 Convertible Notes, the carrying amounts of these

financial instruments materially approximate their fair values.

9. COMMITMENTS AND CONTINGENCIES

Commitments

As of ~~September~~March 3031, ~~2025~~2026, the Company ~~was~~had ~~contractually committed for and on behalf of our high-density colocation customer for~~ approximately $1.2447 billion of ~~capital~~expected ~~expenditures,~~future ~~primarily~~cash related to infrastructure modifications, equipment procurement, and labor associated with the conversion of a significant portion of our data centers to deliver high-density colocation services to customers. Of this amount, $860.6 million will be passed through to the Company’s customer as invoiced and $319.0 million will be funded by the customer as prepaid base license fees for the Colocation segment. These capital expenditures ~~are~~under ~~expected~~its tooutstanding ~~occur within the next 12 months.~~

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.

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~~

26chief 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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~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~~contracts, ~~2023,~~and ~~the~~that ~~United~~this ~~States~~impacted ~~Bankruptcy Court for~~ the ~~Southern District of Texas in Houston, sustained the~~ Company’s ~~objection~~profitability toand ~~the~~ability ~~filed class proof of claim without prejudice~~ to ~~re-file~~continue aas 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~~going ~~filed objection to confirmation of Debtors’ Fourth Amended Chapter 11 Plan and Disclosure Statement was overruled by the Bankruptcy Court on January 16, 2024~~concern. OnThe ~~January~~complaint ~~29,~~seeks ~~2024,~~monetary ~~plaintiff filed a notice of appeal of the order confirming the Company’s Plan of Reorganization.~~

Ondamages. ~~June~~Core 7,filed ~~2024,~~a ~~Plaintiff~~notice ~~refiled~~of ~~its~~suggestion ~~complaint~~of ~~asserting~~bankruptcy ~~that~~stating ~~the individual defendants violated the Securities Exchange Act by allegedly failing to disclose to investors~~ that ~~among~~its ~~other~~petition ~~things~~for ~~the~~bankruptcy—filed ~~Company failed to disclose known trends or uncertainties that would have an impact~~ on ~~the~~December ~~Company’s financial performance. The Company’s motion to dismiss the refiled complaint is pending with the United States District Court in Austin~~21, ~~Texas.~~ 2022—

Onoperates 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~~a ~~and~~stay 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~~continuation ~~as moot in light~~ of ~~the~~this ~~administrative closure of the securities case brought by the Plaintiffs in the United States District Court Western District of Texas~~matter. ~~On April 2, 2025, the~~ Plaintiff's ~~filed~~subsequently awithdrew 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) and the Company filed its ~~motions~~claims ~~opposing~~against ~~each~~Core. ofA ~~Plaintiff’s~~lead ~~motions~~plaintiff ~~for~~was ~~reconsideration.~~

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. As of September 30, 2025, the Company had accrued $15.0 million related to the expected settlement of this matter.

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., ~~filed suit in the United States District Court Eastern District of Texas Marshall Division against Core Scientific, Inc.~~ (~~the~~ “~~Company~~Malikie”) ~~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 asuit ~~motion~~in ~~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~~Eastern ~~the Western District of Texas (Austin).~~

AsDistrict of ~~September 30,~~Texas ~~2025~~Marshall ~~and~~Division ~~December 31,~~against ~~2024~~Core Scientific, ~~there~~Inc. ~~were~~(the no“Company”) ~~other~~alleging ~~material~~infringement ~~loss~~in ~~contingency~~the ~~accruals~~Company’s ~~for~~bitcoin ~~legal matters.~~

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.

~~10. INCOME TAXES~~25

Current income tax expense represents the amount expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse~~10. INCOME ~~Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.~~TAXES

OnCurrent ~~July~~income 4,tax ~~2025,~~expense ~~H.R.~~represents 1, the ~~“One~~amount ~~Big~~expected ~~Beautiful~~to ~~Bill~~be ~~Act”~~reported ~~was~~on ~~signed into law. In accordance with U.S. GAAP,~~ the Company’s ~~will~~income ~~account for the~~ tax ~~effects of changes in tax law in the period of enactment~~returns, ~~which~~and isdeferred ~~the third quarter of calendar year 2025. There was no material impact to our financial statements as a result of this new law.~~

~~The income~~ tax expense ~~and~~or ~~effective~~benefit ~~income~~represents ~~tax~~the ~~rate~~change ~~for~~in ~~the~~net ~~three~~deferred ~~and~~tax ~~nine~~assets ~~months~~and ~~ended~~liabilities. ~~September 30,~~Deferred ~~2025~~tax assets and ~~2024~~liabilities ~~were~~are asdetermined ~~follows:~~

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(in thousands, except percentages)
Income tax expense	$	125		$	134		$	488		$	484
Effective income tax rate	(0.1)		%	—		%	(0.1)		%	—		%

based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that

~~For~~will ~~the~~be ~~three~~in ~~and~~effect ~~nine~~when ~~months~~these ~~ended~~differences ~~September 30,~~reverse. ~~2025,~~Valuation ~~the~~allowances ~~Company~~are recorded ~~$0.1~~as ~~million~~appropriate and $0.5 million, respectively, of income tax expense which consisted of discrete state taxes. The Company's estimated annual effective income tax rate without consideration of discrete items is 0.0%, compared to ~~the~~reduce U.S. federal statutory rate of 21.0% due to projected changes in the valuation allowance (9.8)%, cancellation of debt income 5.0%, state taxes 0.1%, non-deductible loss on warrant and contingent liabilities (14.8)% and other items (1.5)%. The Company has a full valuation allowance on its net deferred tax ~~asset~~assets asto the ~~evidence indicates that it is not more likely than not expected to realize such asset.~~

~~For~~amount ~~the~~considered three and nine months ended September 30, 2024, the Company recorded $0.1 million and $0.5 million, respectively, of income tax expense which consisted of discrete state taxes. The Company's estimated annual effective income tax rate without consideration of discrete items was 0.0%, compared to the U.S. federal statutory rate of 21.0% due to projected changes in the valuation allowance 1.0%, state taxes 0.1%, non-deductible loss on warrant and contingent liabilities (21.9)% and other items (0.2)%. The Company has a full valuation allowance on its net deferred tax asset as the evidence indicates that it is not more likely ~~than not expected~~ to ~~realize~~be ~~such asset~~realized.

The income tax expense and effective income tax rate for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31,
	2026	2025
(in thousands, except percentages)
Income tax expense	$600	$205
Effective income tax rate	(0.2)%	—%

For the three months ended March 31, 2026, the Company recorded $0.6 million of income tax expense which consisted of

discrete state taxes. The Company's estimated annual effective income tax rate without consideration of discrete items is (0.2)%,

compared to the U.S. federal statutory rate of 21.0% due to projected changes in the valuation allowance (17.5)%, state taxes 0.7%,

non-deductible loss on warrant and contingent liabilities (3.2)% and other items (1.2)%. The Company has a full valuation allowance

on its net deferred tax asset as evidence indicates that it is not more likely than not expected to realize such asset.

For the three months ended March 31, 2025, the Company recorded $0.2 million of income tax expense which consisted of

discrete state taxes. The Company's estimated annual effective income tax rate without consideration of discrete items is 0.0%,

compared to the U.S. federal statutory rate of 21.0% due to projected changes in the valuation allowance 2.8%, state taxes (0.1)%,

non-deductible loss on warrant and contingent liabilities (24.6)% and other items 0.9%. The Company has a full valuation allowance

on its net deferred tax asset as evidence indicates that it is not more likely than not expected to realize such asset.

11. STOCK-BASED COMPENSATION

Incentive Plan

The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”), which was amended and restated on May 12, 2025 to increase the number of shares authorized for issuance from 40,000,000 to 48,000,000. Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date. The number of shares which vest as of the end of each measurement period on each vesting date are conditioned on the highest 20-day volume weighted average price of the Company's share price achieved during the tranche’s measurement vesting period since grant. The MSU vesting schedule is proportionate over a three-year service period where such proportions are identified as tranches with separate service conditions and measurement periods for the market conditions. If certain market-based share price goals are not met during certain tranche measurement periods, the ability to satisfy such goals apply in subsequent measurement periods and permit vesting if such market conditions are then met (and the service conditions are then satisfied). The following table presents additional information relating to each MSU award:

28amended and restated on May 12, 2025 to increase the number of shares authorized for issuance from 40,000,000 to 48,000,000.

Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to

the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date. The number of

shares which vest as of the end of each measurement period on each vesting date are conditioned on the highest 20-day volume

weighted average price of the Company's share price achieved during the tranche’s measurement vesting period since grant. The MSU

vesting schedule is proportionate over a three-year service period where such proportions are identified as tranches with separate

service conditions and measurement periods for the market conditions. If certain market-based share price goals are not met during

certain tranche measurement periods, the ability to satisfy such goals apply in subsequent measurement periods and permit vesting if

such market conditions are then met (and the service conditions are then satisfied). The following table presents additional information

relating to each MSU award:


Share Price Goal	Incremental Units	Tranche Cumulative Units
December 31, 2026 Vesting:
$3.14	142,049	142,049
$5.00	142,049	284,099
$8.00	142,049	426,148
$10.00	142,049	568,197
$12.00	142,049	710,247
$14.00	142,049	852,296

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Share Price Goal		Incremental Units	Tranche Cumulative Units
December 31, 2025 Vesting:
$	3.14	144,041	144,041
$	5.00	144,041	288,082
$	8.00	144,041	432,123
$	10.00	144,041	576,164
$	12.00	144,041	720,205
$	14.00	144,041	864,246
December 31, 2026 Vesting:
$	3.14	142,050	142,050
$	5.00	142,050	284,100
$	8.00	142,050	426,150
$	10.00	142,050	568,200
$	12.00	142,050	710,250
$	14.00	142,050	852,300

Performance Share Units

In April 2025, the Company granted PSUs to certain executive officers under the Incentive Plan. The PSUs are eligible to vest in three equal installments on April 15, 2026, March 15, 2027, and March 15, 2028, subject to satisfaction of the service condition and the achievement of three separate market or performance conditions during the respective performance measurement period (for a total of nine tranches). The performance measurement period is generally the calendar year preceding each vesting date. The number of shares earned at each vesting date range from 0% to 300% of target based on measures of satisfaction of the market or performance condition for each tranche. Market conditions include RTSR metric, which is a measure of the performance of the Company’s own stock relative to the Russell 2000. Performance conditions include aggregate energized MW growth and colocation customer acquisition targets.

~~The~~in ~~grant~~three ~~date~~equal ~~fair~~installments ~~value~~on ~~PSU~~April ~~tranches~~15, ~~with~~2026, ~~RTSR~~March ~~market~~15, ~~conditions~~2027, ~~were~~and ~~estimated~~March ~~using~~15, a2028, ~~Monte~~subject ~~Carlo simulation model. The following assumptions were used~~ to ~~determine~~satisfaction of the ~~grant~~service ~~date~~condition ~~fair~~and ~~value:~~

	Nine Months Ended September 30, 2025
Expected term of awards in years	0.7 - 1.0
Expected volatility	96	%
Risk-free interest rate	3.76% - 4.11%
Expected dividend yield	0	%

the achievement of three separate market or performance conditions during the respective performance measurement period (for a total

29of nine tranches). The performance measurement period is generally the calendar year preceding each vesting date. The number of

shares earned at each vesting date range from 0% to 300% of target based on measures of satisfaction of the market or performance

condition for each tranche. Market conditions include RTSR metric, which is a measure of the performance of the Company’s own

stock relative to the Russell 2000. Performance conditions include aggregate energized MW growth and colocation customer

acquisition targets.

Stock-Based Compensation

Restricted Stock Units — RSUs granted in 2026 and 2025 generally vest over a 3-year service period.

Market Condition Restricted Stock Units — See “Incentive Plan” above for the vesting conditions of the MSUs.

A summary of RSU, MSU and PSU activity for the three months ended March 31, 2026, is as follows (amounts in thousands,

except per share amounts):


	Restricted Stock Units		Market Condition Restricted Stock Units		Performance Restricted Stock Units
	Number of Shares	Weighted- Average Grant Date Fair Value	Number of Shares	Weighted- Average Grant Date Fair Value	Number of Shares	Weighted- Average Grant Date Fair Value
Unvested - January 1, 2026	13,270	$8.58	844	$6.14	5,519	$11.57
Granted	928	16.36	8	3.99	—	—
Performance adjustment	—	—	—	—	(1,472)	11.57
Vested	(1,846)	9.99	—	—	(1,840)	15.71
Forfeited	(77)	7.11	—	—	—
Unvested - March 31, 2026	12,275	$8.90	852	$6.14	2,207	$13.18

As of March 31, 2026, unrecognized compensation cost and the related weighted-average period over which the cost is

expected to be recognized for each award type were as follows (in thousands):


	Unrecognized Compensation Cost	Weighted-Average Recognition Period
RSUs	$91,517	1.9 years
PSUs	18,178	2.0 years
MSUs	1,485	0.8 years
Total	$111,180

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Stock-~~Based~~based ~~Compensation~~compensation expense for the three months ended March 31, 2026 and 2025, is included in the Company’s

Acondensed ~~summary~~consolidated statements of ~~restricted~~operations ~~stock units (“RSU”), MSU and PSU activity for the nine months ended September 30, 2025, is~~ as follows (~~amounts~~ in thousands~~, except per share amounts~~):

		Restricted Stock Units			Market Condition Restricted Stock Units			Performance & Market Condition Restricted Stock Units
	Three Months Ended March 31,
		Number ofShares	Weighted-AverageGrant Date FairValue		Number ofShares	Weighted-AverageGrant Date FairValue		Number ofShares	Weighted-AverageGrant Date FairValue
	2026	2025
Unvested - December 31, 2024		18,341	$	7.68	1,728	$	6.11	—	$	—
Cost of revenue	$853	$1,382
Granted		4,235	10.44		—	—		7,358	$12.07
Colocation organizational and site startup costs	4,224	—
Vested		(6,109)	8.75		—	—		—	—
Selling, general and administrative	12,684	14,803
Forfeited		(751)	6.95		(12)	3.99		—	—
Stock-based compensation expense, net of amounts capitalized	17,761	16,185
Unvested - September 30, 2025		15,717	$	8.05	1,716	$	6.13	7,358	$12.07
Capitalized stock-based compensation1	626	220
Total stock-based compensation cost	$18,387	$16,405

	Unrecognized Compensation Cost		Weighted-Average Recognition Period (Years)
RSUs	$	102,911	2.1 years
PSUs	55,310		2.5 years
MSUs	3,332		1.2 years
Total	$	161,553

1 Represents the amounts of stock-based compensation capitalized to property, plant, and equipment.

~~Stock-based~~12. NET ~~compensation~~(LOSS) ~~expense~~INCOME ~~for~~PER ~~the~~SHARE ~~three and nine months ended September 30, 2025 and 2024, is included in the Company’s Condensed Consolidated Statements of Operations as follows (in thousands):~~

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	1,251	$	2,338	$	3,574	$	5,496
Selling, general and administrative	28,695		17,950		66,727		22,226
Stock-based compensation expense, net of amounts capitalized1	29,946		20,288		70,301		27,722
Capitalized stock-based compensation2	227		235		623		235
Total stock-based compensation cost	$	30,173	$	20,523	$	70,924	$	27,957

Basic earnings per share (“EPS”) is measured as the income or loss available to common stockholders divided by the weighted

1average ~~The~~common ~~nine~~shares ~~months~~outstanding ~~ended~~for ~~September~~the ~~30,~~period. ~~2025~~Upon ~~includes~~exercise ~~$3.0 million~~ of ~~stock-based~~the ~~compensation~~Tranche ~~expense~~2 asWarrants, ashares ~~result~~are ofissuable ~~accelerated vesting of outstanding RSUs~~ for ~~former~~little ~~board~~or ~~members.~~no

2consideration, ~~Represents~~sometimes ~~the~~referred ~~amounts~~to ofas ~~stock-based~~“penny ~~compensation~~warrants”. ~~capitalized~~Under toASC ~~property~~260-10-45-13, ~~plant,~~those ~~and~~issuable ~~equipment.~~shares are considered outstanding

12in the computation of basic EPS whether or not related warrants have been exercised. ~~NET~~ ~~LOSS~~At ~~PER~~March 31, ~~SHARE~~2026, approximately 7.8 million

~~Basic earnings per share (“EPS”) is measured as the income or loss available to common stockholders divided by the weighted average common~~ shares ~~outstanding for the period. Upon exercise~~ of the Tranche 2 Warrants, shares are issuable for little or no consideration, sometimes referred to as “penny warrants”. Under ASC 260-10-45-13, those issuable shares are considered outstanding in the computation of basic EPS whether or not related warrants have been exercised. At September 30, 2025, approximately 11.1 million shares of common stock remain issuable upon the exercise of the Tranche 2 Warrants and are included in the number of outstanding shares used for the computation of basic EPS for the three and nine months then ended. Additionally, the basic EPS numerator includes an adjustment to eliminate the changes in fair value that have been recognized in Net loss.

30shares used for the computation of basic EPS for the three months then ended. Additionally, the basic EPS numerator includes an

adjustment to eliminate the changes in fair value that have been recognized in net (loss) income.

Diluted EPS includes and presents the dilutive effect on EPS from the potential issuance of shares from unvested restricted

stock units, conversion of convertible securities, or the exercise of options and/or warrants. The potentially dilutive effect of

convertible securities is calculated using the if-converted method. The potentially dilutive effect of options or warrants are computed

using the treasury stock method. When potentially dilutive securities have an anti-dilutive effect (i.e., increase income per share or

decrease loss per share), they are excluded from the diluted EPS calculation.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss)

income per share (in thousands, except per share amounts):


	Three Months Ended March 31,
	2026	2025
Numerator:
Net (loss) income	$(347,188)	$576,251
Add: Change in fair value of Tranche 2 Warrants	4,750	(127,372)
Basic and diluted net (loss) income	$(342,438)	$448,879
Denominator:
Weighted average shares outstanding - basic	322,911	315,186
Effect of dilutive securities:
Tranche 1 Warrants	—	39,232
RSUs, PSUs, and MSUs	—	8,896
Weighted average shares outstanding - diluted	322,911	363,314

Net (loss) income per share - basic	$(1.06)	$1.42
Net (loss) income per share - diluted	$(1.06)	$1.24

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~Diluted~~Potentially ~~EPS includes and presents the~~ dilutive ~~effect on EPS from the potential issuance of shares from unvested restricted stock units, conversion of convertible~~ securities, orinclude ~~the exercise of options and/or warrants. The potentially dilutive effect of convertible~~ securities ~~are~~excluded ~~calculated~~from ~~using~~ the ~~if-converted~~calculation ~~method. The potentially dilutive effect~~ of ~~options~~diluted orEPS ~~warrants~~because ~~are~~to ~~computed~~do ~~using~~so ~~the~~would ~~treasury~~be ~~stock method. When potentially dilutive securities have an~~ anti-~~dilutive effect (i.e., increase income per share or decrease loss per share), they are excluded from the diluted EPS calculation.~~

~~The~~dilutive. ~~following~~Shares ~~table~~which ~~sets~~may ~~forth~~be ~~reconciliations~~issued offrom ~~the~~potentially ~~numerators~~dilutive ~~and~~securities ~~denominators~~are ~~used~~as tofollows ~~compute basic and diluted net loss per share~~ (in thousands~~, except per share amounts~~):

		Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
		2025		2024		2025		2024
	2026	2025
Numerator:
Convertible Notes	69,611	69,611
Net loss		$	(146,660)	$	(455,259)	$	(502,766)	$	(1,049,464)
RSUs, PSUs, and MSUs	15,334	1,249
Change in fair value of Tranche 2 Warrants		(849)		111,834		33,311		111,834
Stock options	344	321
Basic and diluted net loss		$	(147,509)	$	(343,425)	$	(469,455)	$	(937,630)
Tranche 1 Warrants	96,654	—
Denominator:
Total shares issuable from potentially dilutive securities	181,943	71,181
Weighted average shares outstanding - basic and diluted		318,562		292,486		317,363		253,058
Net loss per share - basic and diluted		$	(0.46)	$	(1.17)	$	(1.48)	$	(3.71)

Potentially dilutive securities include securities excluded from the calculation of diluted EPS because to do so would be anti-dilutive. Shares which may be issued from potentially dilutive securities are as follows (in thousands):

	Three and Nine Months Ended
	September 30, 2025	September 30, 2024
Tranche 1 Warrants	97,394	98,079
Convertible Notes	69,611	41,825
RSUs, PSUs, and MSUs	24,792	22,019
Stock options	344	369
Total shares issuable from potentially dilutive securities	192,141	162,292

13. SEGMENT REPORTING

The Company’s operating segments are aggregated into reportable segments only if they exhibit similar economic ~~characteristics and have similar business activities.~~

~~The~~characteristics Company has three operating segments: “Digital Asset Self-Mining”, consisting of performing digital asset mining for its own account; “Digital Asset Hosted Mining”, consisting of providing hosting services to third-parties for digital asset mining; and ~~“Colocation”,~~have ~~consisting~~similar of providing high-density colocation services to customers employing AI and HPC related workloads. The Company’s Colocation operations met the criteria to be considered a new segment during the second quarter of 2024. During fiscal year 2024, our “Colocation” segment was referred to as “HPC Hosting.” The Digital Asset Self-Mining segment generates revenue from operating owned digital infrastructure and computer equipment as part of a pool of users that process transactions conducted on one or more blockchain networks. In exchange for these services, the Company receives digital assets. The Digital Asset Hosted Mining business ~~generates revenue through the sale of consumption-based contracts for its digital asset hosted mining services which are recurring in nature~~activities. ~~The Colocation operation generates revenue through licensing agreements and orders with licensees that include fixed and variable payments on a recurring basis.~~

The Company’s ~~Chief~~has ~~Executive~~three ~~Officer is the chief~~ operating ~~decision~~segments: ~~maker (~~“~~CODM~~Colocation”~~). The CODM uses gross profit to evaluate performance and allocate resources. Gross profit is used to evaluate actual results against expectations~~, ~~which~~consisting are based on comparable prior results, current budget, and current forecast. Gross profit is also used in deciding how profits and cash flows will be reinvested or otherwise deployed. The CODM does not evaluate performance or allocate resources based on segment asset or liability information; accordingly, the Company has not presented a measure of ~~assets~~providing byhigh-density ~~segment.~~colocation ~~The~~services ~~segments’~~to ~~accounting policies are the~~

31customers employing AI and HPC related workloads; “Digital Asset Self-Mining”, consisting of performing digital asset mining for

its own account; and “Digital Asset Hosted Mining”, consisting of providing hosting services to third-parties for digital asset mining.

The Colocation operation generates revenue through licensing agreements and orders with licensees that include fixed and variable

payments on a recurring basis. The Digital Asset Self-Mining segment generates revenue from operating owned digital infrastructure

and computer equipment as part of a pool of users that process transactions conducted on one or more blockchain networks. In

exchange for these services, the Company receives digital assets. The Digital Asset Hosted Mining business generates revenue through

the sale of consumption-based contracts for its digital asset hosted mining services which are recurring in nature.

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM uses gross profit to

evaluate performance and allocate resources. Gross profit is used to evaluate actual results against expectations, which are based on

comparable prior results, current budget, and current forecast. Gross profit is also used in deciding how profits and cash flows will be

reinvested or otherwise deployed. The CODM does not evaluate performance or allocate resources based on segment asset or liability

information; accordingly, the Company has not presented a measure of assets by segment. The segments’ accounting policies are the

same as those described in the summary of significant accounting policies. The Company excludes certain operating expenses and

other expenses from the allocations to operating segments.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

same as those described in the summary of significant accounting policies. The Company excludes certain operating expenses and other expenses from the allocations to operating segments.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents revenue and gross profit by reportable segment for the periods presented (in thousands):

		Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
		2025			2024			2025			2024
	2026	2025
Digital Asset Self-Mining Segment		(in thousands, except percentages)
(in thousands, except percentages)Colocation Segment
Digital asset self-mining revenue		$	57,438		$	68,138		$	187,041		$	328,840
Colocation revenue:
Cost of digital asset self-mining:
License fees	$59,195	$5,995
Power fees		33,280			37,426			94,319			123,584
Power fees passed through to customer	21,059	2,586
Depreciation expense		15,474			27,415			52,792			83,067
Maintenance and other	(2,715)	(8)
Employee compensation		7,803			4,995			23,411			15,712
Total colocation revenue	77,539	8,573
Facility operations expense		2,089			3,514			7,458			9,695
Cost of colocation services:
Other segment items		792			1,205			2,217			4,062
Power fees passed through to customer	21,059	2,586
Total cost of digital asset self-mining		59,438			74,555			180,197			236,120
Depreciation expense	2,075	67
Digital Asset Self-Mining gross (loss) profit		$	(2,000)		$	(6,417)		$	6,844		$	92,720
Employee compensation	2,986	1,295
Digital Asset Self-Mining gross margin		(3)		%	(9)		%	4		%	28		%
Facility operations expense	6,755	3,852
Digital Asset Hosted Mining Segment
Other segment items	743	306
Digital asset hosted mining revenue from customers		$	8,714		$	16,878		$	18,131		$	71,050
Total cost of colocation services	33,618	8,106
Cost of digital asset hosted mining services:
Colocation gross profit	$43,921	$467
Power fees		4,793			7,875			9,367			32,670
Colocation gross margin	57%	5%
Depreciation expense		376			934			856			3,245
Digital Asset Self-Mining Segment
Employee compensation		1,115			1,200			2,225			4,244
Digital asset self-mining revenue	$30,105	$67,179
Facility operations expense		297			734			665			2,499
Cost of digital asset self-mining:
Other segment items		113			1,171			201			6,730
Power fees	27,271	30,319
Total cost of digital asset hosted mining services		6,694			11,914			13,314			49,388
Depreciation expense	13,909	19,259
Digital Asset Hosted Mining gross profit		$	2,020		$	4,964		$	4,817		$	21,662
Employee compensation	3,527	7,335
Digital Asset Hosted Mining gross margin		23		%	29		%	27		%	30		%
Facility operations expense	1,972	3,280
Colocation Segment
Other segment items	510	977
Colocation revenue:
Total cost of digital asset self-mining	47,189	61,170
License fees		$	9,848		$	7,806		$	22,853		$	11,625
Digital Asset Self-Mining gross profit	$(17,084)	$6,009
Maintenance and other		1,550			45			1,628			82
Digital Asset Self-Mining gross margin	(57)%	9%
Licensing revenue		11,398			7,851			24,481			11,707
Digital Asset Hosted Mining Segment
Power fees passed through to customer		3,553			2,487			9,603			4,150
Digital asset hosted mining revenue from customers	$7,600	$3,773
Total Colocation revenue		14,951			10,338			34,084			15,857
Cost of digital asset hosted mining services:
Cost of Colocation services:
Power fees	3,303	1,367
Depreciation expense	306	~~219~~145			42			~~389~~			57
Employee compensation	427	~~2,209~~332			~~1,399~~			~~4,651~~			~~1,477~~
Facility operations expense	234	~~4,383~~148			~~4,863~~			~~12,570~~			~~7,964~~
Other segment items	61	~~702~~44			~~250~~			~~1,388~~			~~284~~
Cost of licensing revenue		7,513			6,554			18,998			9,782
Total cost of digital asset hosted mining services	4,331	2,036
Power fees passed through to customer		3,553			2,487			9,604			4,150
Digital Asset Hosted Mining gross profit	$3,269	$1,737
Total cost of Colocation services		11,066			9,041			28,602			13,932
Digital Asset Hosted Mining gross margin	43%	46%
Colocation gross profit		$	3,885		$	1,297		$	5,482		$	1,925
Consolidated
Colocation licensing gross margin		34		%	17		%	22		%	16		%
Consolidated total revenue	$115,244	$79,525
Colocation gross margin		26		%	13		%	16		%	12		%
Consolidated cost of revenue	$85,138	$71,312
Consolidated
Consolidated gross profit	$30,106	$8,213
Consolidated total revenue		$	81,103		$	95,354		$	239,256		$	415,747
Consolidated gross margin	26%	10%
Consolidated cost of revenue		$	77,198		$	95,510		$	222,113		$	299,440
Consolidated gross profit		$	3,905		$	(156)		$	17,143		$	116,307
Consolidated gross margin		5		%	—		%	7		%	28		%

3330

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

A reconciliation of the reportable segment gross profit to (loss) toincome ~~loss~~ before income taxes included in the Company’s ~~Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, is as follows (in thousands):~~

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Reportable segment gross profit (loss)	$	3,905	$	(156)	$	17,143	$	116,307
(Increase) decrease in fair value of digital assets	(10,957)		206		(30,066)		247
Decrease in fair value of energy derivatives	—		—		—		2,757
Loss on exchange or disposal of property, plant and equipment	2,933		509		7,105		4,061
Selling, general and administrative	69,354		40,348		166,409		88,655
Operating (loss) income	(57,425)		(41,219)		(126,305)		20,587
Non-operating expense (income), net:
Loss on debt extinguishment	—		317		1,377		487
Interest (income) expense, net	(821)		7,072		(4,193)		35,934
Change in fair value of warrants and contingent value rights	74,864		408,520		363,358		1,144,441
Reorganization items, net	—		—		—		(111,439)
Loss on legal settlements	15,075		356		15,504		2,070
Other non-operating income, net	(8)		(2,359)		(73)		(1,926)
Total non-operating expense, net	89,110		413,906		375,973		1,069,567
Loss before income taxes	$	(146,535)	$	(455,125)	$	(502,278)	$	(1,048,980)

condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, is as follows (in thousands):


	Three Months Ended March 31,
	2026	2025
Reportable segment gross profit	$30,106	$8,213
Decrease in fair value of digital assets	6,558	10,688
Loss on disposal of property, plant and equipment	13,638	6
Impairment of property, plant and equipment	266,488	—
Colocation organizational and site startup costs	8,665	11,667
Advisor fees	333	603
Selling, general and administrative	44,846	32,287
Operating loss	(310,422)	(47,038)
Non-operating expenses (income), net:
Interest expense (income), net	4,857	(2,187)
Change in fair value of warrants and contingent value rights	30,799	(621,464)
Loss on legal settlements	500	—
Other non-operating expense, net	10	157
Total non-operating expense (income), net	36,166	(623,494)
(Loss) income before income taxes	$(346,588)	$576,456

Concentrations of Revenue and Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure to credit risk. As of September 30, 2025 and December 31, 2024, all of the Company’s fixed assets were located in the United States. For the three and nine months ended September 30, 2025 and 2024, all of the Company’s revenue was generated in the United States. For the three and nine months ended September 30, 2025, 71% and 78% of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer. For the three and nine months ended September 30, 2024, 71% and 79%, respectively, of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer. As of September 30, 2025 and 2024, substantially all of our digital assets were held by one third-party digital asset service.

~~For~~equivalents ~~the three~~ and ~~nine~~accounts ~~months~~receivable. ~~ended~~Credit ~~September 30,~~risk ~~2025,~~with ~~and~~respect ~~2024,~~to ~~the~~accounts ~~concentration~~receivable ofis ~~customers~~concentrated ~~comprising~~with ~~10%~~a orsmall ~~more~~number of ~~the~~customers. ~~Company’s Digital Asset Self-Mining, Digital Asset Hosted Mining, and Colocation segment revenue were as follows:~~

Three Months Ended September 30,

2025

2024

2025

2024

2025

2024

Percent of Digital Asset Self-Mining segment revenue:

Percent of Digital Asset Hosted Mining segment revenue:

Percent of Colocation segment revenue:

Customer

N/A

100

N/A

100

N/A

The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit

34quality, in order to limit the exposure to credit risk. As of March 31, 2026 and December 31, 2025, all of the Company’s fixed assets

~~Core~~were ~~Scientific,~~located ~~Inc~~in the United States. For the three months ended March 31, 2026 and 2025, all of the Company’s revenue was generated

~~Notes~~in tothe ~~Unaudited~~United ~~Condensed~~States. ~~Consolidated~~For ~~Financial~~the ~~Statements~~three months ended March 31, 2026 and 2025, 26% and 84%, respectively, of the Company’s total

Nine Months Ended September 30,

2025

2024

2025

2024

2025

2024

Percent of Digital Asset Self-Mining segment revenue:

Percent of Digital Asset Hosted Mining segment revenue:

Percent of Colocation segment revenue:

Customer

N/A

100

N/A

100

N/A

revenue was generated from one customer in the Digital Asset Self-Mining segment. For the three months ended March 31, 2026 and

2025, 67% and 11%, respectively, of the Company's total revenue was generated from one customer in the Colocation segment. As of

March 31, 2026 and December 31, 2025, substantially all of the Company’s digital assets were held by one third-party digital asset

service.

14. SUPPLEMENTAL CASH FLOW AND NONCASH INFORMATION

The following table presents supplemental cash flow and non-cash information for the periods presented (in thousands):

		Nine Months Ended September 30,
	Three Months Ended March 31,
		2025		2024
	2026	2025
Supplemental disclosure of other cash flow information:
Cash paid for interest	$6,905	$7,822	~~15,258~~	$	~~26,175~~
Income tax payments (refunds)		298		(1,288)
Income tax (refunds) payments	$(1)	$1
Cash paid for reorganization items		—		53,835
Supplemental disclosure of noncash investing and financing activities:
Supplemental disclosure of noncash investing and financing activities:
Purchases of PP&E in accounts payable and accrued expense	$205,232	$48,668
Purchases of PP&E in accounts payable and accrued expense		$	154,440	$	9,028
Noncash exercise of warrants	$483	$18,776
Noncash exercise of warrants		24,692		37,924
Noncash asset retirement obligation addition	$976	$—
Accrued taxes related to net share settlement of equity awards		3,781		—
Reclass of other current and non-current assets to plant, property, and equipment		—		9,268
Reduction in plant, property, and equipment basis related to Bitmain purchase		—		(26,101)
Decrease in right-of-use assets due to lease termination		—		—
Increase in right-of-use assets due to lease commencement		—		70,690
Increase in lease liability due to lease commencement		—		—
Extinguishment of convertible notes upon emergence		—		(559,902)
Extinguishment of accounts payable, accrued expenses, finance lease liability, and notes payable upon emergence		—		(321,773)
Cancellation of common stock in connection with emergence		—		(36)
Issuance of new common stock in connection with emergence		—		296,893
Issuance of new common stock for Bitmain obligation		—		27,839
Issuance of new common stock for the Equity Rights Offering backstop commitment		—		5,475
Issuance of contingent value rights		—		86,325
Issuance of warrants		—		345,856
Issuance of New Secured Convertible Notes		—		260,000
Issuance of Secured Notes, net of discount		—		149,520
Issuance of Exit Credit Agreement including $1.2 million paid in kind upfront fee		—		41,200
Issuance of miner equipment lender facility loans		—		52,947
Issuance of notes related to settlement		—		9,092
Cumulative effect of adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets		—		24
Issuance of new common stock for PIK interest on New Secured Convertible Notes		—		3,677
Issuance of new common stock for New Secured Convertible Notes conversion		$	—	$	261,772

3531

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

15. SUBSEQUENT EVENTS

Hunt County Acquisition

On May 5, 2026, the Company completed its acquisition of 100% of the membership interests of Telios Quinlan One, LLC, a

Delaware limited liability company that owns approximately 260 acres of land in Hunt County, Texas, together with a related electric

service agreement with Farmers Electric Cooperative, Inc. for an approximately 430 MW project, which the Company intends to

develop as a future data center site. The aggregate purchase price was approximately $232.5 million in cash, of which a $2.0 million

deposit was paid in January 2026 and is included in Other current assets on the condensed consolidated balance sheet as of March 31,

2026. In January 2026, in connection with the related electric service agreement, the Company posted $33.0 million of cash collateral

to Farmers Electric Cooperative, Inc., which is included in Other noncurrent assets on the condensed consolidated balance sheet as of

March 31, 2026.

Polaris DS LLC Merger Agreement

On May 5, 2026, the Company entered into an Agreement and Plan of Merger to acquire Polaris DS LLC, which owns an

approximately 40-acre site adjacent to the Company's existing Muskogee, Oklahoma data center operations and electric service

agreements providing for up to 440 MW of gross utility power capacity. The aggregate purchase price is approximately $421 million

in cash, subject to customary adjustments and certain contingent payments. Concurrently with execution, the Company deposited an

additional $60 million into the existing escrow account, bringing the total deposit (recorded in restricted cash) to $120 million, which

will be applied to the purchase price at closing. The transaction is subject to customary closing conditions and is expected to close in

the third quarter of 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company,” “Core Scientific,” ~~or “Core” refer to Core Scientific, Inc. and its subsidiaries.~~

~~The~~or ~~following Management's Discussion and Analysis of Financial Condition and Results of Operations (~~“~~MD&A~~Core”) isrefer ~~intended~~ to ~~promote~~Core ~~understanding of the results of operations and financial condition of the Company. This MD&A is provided as a supplement to~~Scientific, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes to unaudited condensed financial statements (Part I, Item 1 of this Form 10-Q) as well as the financial and other information included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025Inc. ~~This section generally discusses the results of operations for the three~~ and ~~nine~~its ~~months ended September 30, 2025, compared to September 30, 2024~~subsidiaries.

AsThe ~~discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” the~~ following ~~discussion~~Management's ~~and~~Discussion ~~analysis contains forward-looking statements that involve risks~~ and ~~uncertainties,~~Analysis asof ~~well~~Financial asCondition assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and ~~those~~Results ~~discussed~~of inOperations ~~the section titled~~ (“~~Risk Factors~~MD&A”) ~~under~~is ~~Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025.~~

intended to promote understanding of the results of operations and financial condition of the Company. This MD&A is provided as a

supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the

accompanying notes to unaudited condensed financial statements (Part I, Item 1 of this Form 10-Q) as well as the financial and other

information included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and

Exchange Commission on March 2, 2026. This section generally discusses the results of operations for the three months ended

March 31, 2026, compared to March 31, 2025.

As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and

analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never

materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking

statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those

discussed in the section titled “Risk Factors” under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December

31, 2025, filed with the Securities and Exchange Commission on March 2, 2026.

Overview

Core Scientific, Inc. (“we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core”) ~~is a leader in designing~~designs, ~~building~~builds and ~~operating~~operates ~~digital infrastructure for high~~large-~~density~~scale colocation services and digital asset mining of bitcoin. Since our inception in 2018, we have been a premier provider and operator of dedicated, purpose-built facilities and software solutions for digital asset mining for ourselves and our third-party customers. In 2024, we initiated a significant strategic transition from bitcoin mining to colocation services for customers employing artificial intelligence (“AI”) and high-performance compute (“HPC”) related workloads.

Wepurpose-built ~~believe~~data ~~leveraging~~centers ~~our~~that ~~existing~~support ~~infrastructure for~~ high-density colocation services ~~will provide more stable~~ and ~~predictable~~digital ~~revenue~~asset ~~streams, and represents substantially less risk than our traditional hosted bitcoin~~ mining ~~or self-mining operations. In 2024, as a part of this transition, we announced arrangements at multiple sites~~ for ~~the~~both ~~provision~~our ofown ~~high-density~~account ~~colocation~~and ~~services~~ to a ~~third-party provider of cloud-based services for AI and HPC workloads. Under these arrangements, we expect to deliver 250MW of billable capacity by the end of 2025.~~

Welesser ~~currently~~extent, ~~intend to repurpose our remaining facilities currently used in our digital asset mining businesses to support our high~~third-~~density~~party ~~colocation~~customers. ~~computing~~Our ~~services~~data ~~business~~centers asare ~~circumstances~~optimized ~~allow~~for ~~and in a manner designed to retain access to electrical~~ power ~~under our control~~-intensive, ~~maximize~~mission-critical ~~the~~computing ~~value of our digital asset mining equipment to third parties~~workloads, ~~and~~with ~~fulfill~~a ~~our existing obligations to suppliers and customers.~~

Wefocus ~~are~~on ~~constructing,~~artificial ~~refurbishing,~~intelligence ~~reallocating or converting most of our ten facilities in Alabama~~ (1“AI”), ~~Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1),~~ and ~~Texas~~other ~~(3) to support artificial intelligence related workloads, primarily for our existing colocation customer, but also to support our commitment to meeting the growing demand for~~ high-~~density~~performance ~~colocation~~computing ~~solutions~~(“HPC”) ~~and diversifying our revenue streams~~applications.

~~Currently~~In 2024, ~~the~~we ~~vast~~announced ~~majority of~~ our ~~revenue~~first ishigh-density ~~from~~colocation ~~mining~~contract ~~bitcoin~~with ~~for~~CoreWeave, ~~our~~Inc. ~~own account~~ (“~~self-mining”~~CoreWeave)., Wea ~~will~~provider ~~continue~~of toHPC ~~profitably mine digital assets while we convert our data centers for alternative high-density colocation service business opportunities.~~

Weservices, ~~had~~which ~~billable~~was ~~power~~subsequently ~~load~~expanded ofto ~~approximately~~590 ~~895~~ megawatts (“MW”) as of ~~September 30,~~leased ~~2025.~~customer ~~We had gross~~ power ofcapacity ~~approximately~~over ~~1,370~~the MWexercise as of ~~September 30,~~several ~~2025. We continue to be in active discussions with both our existing and future potential utility providers regarding additional power allocations.~~

~~Our~~contractual ~~average~~options. ~~self-mining~~We ~~fleet~~believe ~~energy~~leveraging ~~efficiency~~our ~~for~~existing ~~the~~infrastructure ~~three~~for ~~months~~high-density ~~ended~~colocation ~~September 30,~~services ~~2025~~will ~~and~~provide ~~2024~~more ~~was~~stable ~~24.6~~ and ~~24.5 joules per terahash, respectively. Self-mining fleet energy efficiency is a measure of our fleet’s average actual energy efficiency over the period presented.~~

~~Our~~predictable ~~total~~ revenue ~~was~~streams ~~$239.3 million~~ and ~~$415.7~~represents ~~million~~substantially ~~for~~less ~~the~~risk ~~nine~~over ~~months~~time ~~ended~~than ~~September 30,~~our ~~2025~~traditional ~~and~~hosted ~~2024,~~bitcoin ~~respectively.~~mining Weor ~~generated~~self-mining ~~an operating loss of $126.3 million for the nine months ended September 30, 2025 and operating income of $20.6~~

36operations.

~~million for the nine months ended September 30, 2024.~~ We ~~generated~~are ~~net loss of $502.8 million and $1.05 billion for the nine months ended September 30~~constructing, ~~2025 and 2024~~refurbishing, ~~respectively.~~reallocating ~~Our~~or ~~adjusted~~converting ~~earnings~~our ~~before~~11 ~~interest,~~facilities ~~taxes,~~in ~~depreciation~~Alabama ~~and amortization~~ (~~“Adjusted EBITDA”~~1), ~~was~~Georgia ~~$13.0 million and $144.~~(2 ~~million for the nine months ended September 30~~), ~~2025~~Kentucky ~~and 2024~~(1), ~~respectively.~~North Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and Non-GAAP Financial Measures” below for our definition of, and additional information related to Adjusted EBITDA, including a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss.

Carolina (1), North Dakota (1), Oklahoma (1), and Texas (4) to support artificial intelligence related workloads, in support of our

existing colocation customer, but also to support our commitment to meeting the growing demand for high-density colocation

solutions and diversifying our customer base. This will be done as circumstances allow and, in a manner, designed to retain access to

electrical power under our control, maximize the value of our digital asset mining equipment to third parties, and fulfill existing

obligations to suppliers and customers.  In addition to converting our existing portfolio, we are actively pursuing the acquisition of

new sites, including land and power capacity, to expand our data center footprint beyond our current facilities.

We will continue to mine digital assets and manage our self-mining fleet with a focus on power expense coverage and cash

generation while we convert our data centers for alternative high-density colocation service business opportunities. We expect to

increase revenue derived from high-density colocation (“HDC”) services as capacity gets delivered to our current end customer as well

as when we sign and begin generating revenue from new colocation customers.

As of March 31, 2026, we operated a diversified portfolio of ten data centers across seven U.S. states, representing

approximately 1.9 gigawatts (“GW”) of gross utility power capacity, or approximately 1.3 GW of total leasable customer power

capacity. We continue to be in active discussions with both our existing and future potential utility providers regarding additional

power allocations.

For the three months ended March 31, 2026, total revenue increased to $115.2 million from $79.5 million for the prior period,

primarily due to higher colocation revenue from incremental billable customer power capacity, partially offset by lower digital asset

self-mining revenue driven by reduced bitcoin production and lower average bitcoin prices. Operating loss was $310.4 million for the

three months ended March 31, 2026, compared to $47.0 million in the prior period, primarily driven by $266.5 million of non-cash

impairment charges on mining-related property, plant and equipment. Net loss was $347.2 million during the three months ended

March 31, 2026, compared to net income of $576.3 million in the prior period, and included significant non-cash items, including

changes of $30.8 million in the fair value of warrants and contingent value rights. Adjusted EBITDA increased to $4.4 million from

$(6.1) million in the prior period. Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and

Non-GAAP Financial Measures” below for our definition of, and additional information related to Adjusted EBITDA.

Recent Developments

OnTerm ~~July~~Loan 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CoreWeave, Inc. (“CoreWeave”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, CoreWeave will acquire the Company in an all-stock transaction. Pursuant to the Merger Agreement, each outstanding share of the Company’s common stock at the Effective Time (as defined in the Merger Agreement) will be cancelled and converted into a number of fully paid and non-assessable shares of CoreWeave Class A common stock, equal to the exchange ratio of 0.1235. The transaction is subject to the approval of the Company’s stockholders and customary closing conditions, including applicable regulatory approvals. The special meeting of the Company’s stockholders to consider and vote on the Merger Agreement is scheduled to be held on October 30, 2025. Stockholders of record as of September 19, 2025 are entitled to notice of, and to vote at, the special meeting.Facility

~~Our~~On ~~Business~~March ~~Model~~4, 2026, we entered into a loan facility Credit Agreement (the “Credit Agreement”), by and among us, as borrower,

~~Business~~the ~~Overview~~lenders party thereto from time to time (the “Lenders”) and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative

Asagent ~~a large-scale owner~~ and ~~operator~~collateral ofagent. ~~high-power~~The ~~digital~~Credit ~~infrastructure~~Agreement ~~for~~provides ~~digital asset mining and high-density colocation services, we believe that we are well positioned to serve an expanding market~~ for AIa ~~and~~senior ~~HPC~~secured ~~workloads.~~loan Asfacility ~~noted in~~ (the “~~Business~~Term ~~Strategy”~~Loan section below, we believe that opportunities for growth exist in various applications of our data centers for third-party customers focused on cloud computing as well as machine learning and artificial intelligence, which has driven our recent expansion into providing high-density colocation services. Our digital asset mining operation is focused on earning bitcoin by solving complex cryptographic algorithms to validate transactions on specific bitcoin blockchains, which is commonly referred to as “mining.Facility”) ~~Our digital asset self-mining activity competes with myriad mining operations throughout the world to complete new blocks on the blockchain and earn the reward~~ in ~~the~~an ~~form~~aggregate ~~of bitcoin.~~

Weprincipal ~~intend~~amount ~~to focus primarily on contracting our digital infrastructure for high-density colocation services, including allocating a significant portion~~ of ~~our~~$500.0 ~~current and future data centers to support other forms of third-party AI and HPC workloads~~million. AsThe weCredit ~~contract~~Agreement ~~with~~also ~~additional~~provides ~~colocation~~for ~~customers,~~an ~~our~~accordion ~~digital~~feature ~~infrastructure~~that ~~will~~allowed ~~transition~~us ~~from digital asset mining~~ to ~~providing~~request ~~high-density~~an ~~colocation services. We will continue to mine digital assets only so long as such activity remains profitable.~~

~~Business~~increase ~~Strategy~~in commitments under the Credit Agreement by up to an additional $500.0 million. Subject to certain customary conditions,

~~Our~~we ~~business~~may ~~strategy~~borrow isfunds toavailable ~~grow~~under ~~our~~the ~~revenue~~Term ~~and~~Loan ~~profitability by expanding our large-scale data center infrastructure portfolio configured for specialized computers performing specific~~Facility, high-value applications such as cloud computing, machine learning and artificial intelligence, and maximizing the portion of our infrastructure portfolio contracted for high-density colocation services. We intend to continue to strategically develop and make operational the infrastructure necessary to support our existing contractual commitments to our existing colocation customer and to support expected customer growth and additional demand by leveraging our data center expertise and capabilities. We intend to seek additional opportunities and to engage additional customers in ~~the~~up ~~high-density colocation services (“Colocation”) segment~~ to ~~expand~~ten ~~our~~separate ~~business into these areas using our knowledge~~advances, ~~expertise,~~during ~~existing~~the ~~and~~period ~~future~~commencing ~~infrastructure~~on ~~where~~May ~~favorable market opportunities exist.~~

~~Our~~4, ~~strategy~~2026 isand ~~focused~~ending on ~~hyperscale~~the ~~cloud-based~~date ~~providers and enterprises who have significant data center infrastructure needs~~ that ~~have~~is ~~not~~one ~~yet~~business ~~been~~day ~~outsourced~~prior ~~or will require additional data center space and power~~ to ~~support~~the ~~their~~Maturity ~~growth~~Date ~~and~~(as ~~their~~defined ~~increasing reliance on technology infrastructure in their operations~~below). We ~~believe~~borrowed ~~our capabilities for serving~~ the ~~needs~~full of large hyperscale providers and enterprises will continue to enable us to capitalize on the growing demand for outsourced data center facilities in our markets and in new markets where our customers are located or plan to be located in the future$500.0

Onmillion ~~July~~initially 7,available ~~2025,~~under the ~~Company~~Credit ~~entered into a Merger~~ Agreement ~~with~~on ~~CoreWeave.~~March ~~See~~5, ~~Recent Developments above~~2026.

37On March 18, 2026, we entered into an Amendment No. 1 to the Credit Agreement (the “Incremental Amendment”) with

~~Segments~~MSSF and JPMorgan Chase Bank, N.A. (“JPM”), as Amendment No. 1 Term Lender, which amends the Credit Agreement to increase

Wethe ~~have~~term ~~three~~loan ~~operating~~commitments ~~segments:~~thereunder ~~“Digital~~by ~~Asset~~$500.0 ~~Self-Mining~~million,” ~~consisting of performing digital asset mining for our own account, “Digital Asset Hosted Mining,” consisting of providing hosting services~~ to ~~third~~$1.0 ~~parties~~billion ~~for digital asset mining~~total, ~~and~~pursuant ~~“Colocation,” consisting of providing high-density colocation services~~ to ~~third~~the ~~parties~~accordion ~~for GPU-based HPC operations~~feature. ~~Prior~~We toborrowed ~~April 1, 2024, we operated only in~~ the ~~Digital~~full ~~Asset Self-Mining and Digital Asset Hosted Mining segments. During fiscal year 2024, our “Colocation” segment was referred to as “HPC Hosting.”~~

~~Our~~$500.0 ~~Digital~~million ~~Asset~~incremental ~~Self-Mining~~commitment operation segment generates revenue from the deployment and operation of our own large fleet of miners within our owned digital infrastructure as part of a pool of users that process transactions conducted on ~~one~~March ~~or more blockchain networks. In exchange for this activity~~18, ~~we receive digital assets in the form of bitcoin~~2026.

~~Our~~The ~~Digital~~Term ~~Asset~~Loan ~~Hosted~~Facility ~~Mining~~will ~~operation segment generates revenue through the sale of electricity-based consumption contracts for our hosting services~~mature, which are recurring in nature. Our Digital Asset Hosted Mining operation segment provides a full suite of services to our digital asset mining customers. We provide deployment, monitoring, troubleshooting, optimization and ~~maintenance~~all ofobligations ~~our~~thereunder ~~customers’~~will ~~digital~~become ~~asset~~due ~~mining equipment~~ and ~~provide necessary electrical power~~payable, ~~repair~~on ~~and~~March ~~other infrastructure services necessary for our customers to operate~~3, ~~maintain~~2027 ~~and~~(the ~~efficiently mine digital assets.~~

~~Our~~“Maturity ~~Colocation~~Date”). ~~operation~~Loans ~~segment~~under ~~generates~~the ~~revenue~~Term byLoan ~~providing~~Facility ~~colocation,~~bear ~~cloud~~interest ~~and~~at ~~connectivity~~a ~~services~~rate equal to ~~customers~~term inSOFR ~~exchange~~(subject ~~for~~to a ~~fee.~~0% ~~Our Colocation operation segment provides space~~floor), ~~power,~~plus ~~cooling,~~an ~~facilities operations, security and other services to third-party customers to support workloads for machine learning and artificial intelligence.~~

~~Mining~~applicable ~~Equipment~~margin of 2.50% per annum.

WeOur ~~own~~obligations ~~and~~under ~~host~~the ~~specialized~~Credit ~~computers~~Agreement ~~(“miners”)~~are ~~configured~~guaranteed ~~for~~by ~~the~~certain ~~purpose~~ of ~~validating~~our ~~transactions~~direct onor ~~multiple digital asset network blockchains (referred to as~~indirect, ~~“mining”),~~wholly ~~predominantly~~owned ~~the~~material ~~Bitcoin~~domestic network. Substantially all of the miners we own and host were manufactured by Bitmain Technologies Limited (“Bitmain”) and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the bitcoin blockchains using the 256-bit secure hashing algorithm in return for bitcoin digital asset rewards.

~~The~~subsidiaries ~~tables~~and ~~below~~are ~~summarize~~secured ~~the~~by ~~total~~a ~~number of self~~first-priority ~~and~~lien ~~hosted~~on ~~miners~~substantially inall ~~operation~~our ~~as of September 30, 2025, December 31, 2024~~ and ~~September 30,~~the ~~2024~~guarantors ~~(miners in thousands):~~assets.

	Bitcoin Miners in Operation as of September 30, 2025
Mining Equipment	Hash rate (EH/s)	Number of Miners
Self-miners	16.3	140.8
Hosted miners	2.2	15.8
Total mining equipment	18.5	156.6

In connection with the offering of $3.3 billion aggregate principal amount of 7.75% senior secured notes due 2031 by our

	Bitcoin Miners in Operation as of December 31, 2024
Mining Equipment	Hash rate (EH/s)	Number of Miners
Self-miners	19.1	164.0
Hosted miners	1.0	7.1
Total mining equipment	20.1	171.1

indirect wholly-owned subsidiary, Core Scientific Finance I LLC, as described below, we used a portion of the proceeds from such

	Bitcoin Miners in Operation as of September 30, 2024
Mining Equipment	Hash rate (EH/s)	Number of Miners
Self-miners	20.4	175.2
Hosted miners	3.0	22.4
Total mining equipment	23.4	197.6

Filing Compare · Core Scientific, Inc./tx