Core Scientific, Inc./tx 8-K

What Happened

• Core Scientific announced on July 27–28, 2026 that it entered into lease agreements with Advanced Micro Devices, Inc. (AMD) and a Neocloud for a total of 529 MW of critical IT capacity (377 MW with AMD; 152 MW with Neocloud) across sites in Pecos, TX; Muskogee, OK; Hunt County, TX; Auburn, AL; and Dalton Phase 3, GA. Each lease has a 15‑year term plus three 5‑year renewal options.
• In connection with the AMD-related leases, the Company issued AMD a warrant to buy up to 30,000,000 shares of Core Scientific common stock at an exercise price of $23.47 per share (the five‑day VWAP prior to the leases). The warrant vests at 12,222 shares per 1 MW leased; about 6.5 million shares vested upon execution of the July 27, 2026 leases and became exercisable. The warrant expires July 27, 2031. The warrant and any Warrant Shares were issued relying on the Section 4(a)(2) exemption from registration.

Key Details

• Total initial leased capacity: 529 MW (377 MW AMD; 152 MW Neocloud).
• Lease terms: 15 years, with three separate five‑year extension options.
• AMD reservation right: AMD can reserve up to an additional 1,925 MW of capacity through Dec 28, 2028 under specified conditions.
• Warrant terms: up to 30,000,000 shares at $23.47/share; ~6.5M shares vested immediately; full exercise would raise about $704.1 million (vested portion ≈ $152.6 million).
• Neocloud credit support: Credit Support Agreements protect AMD equipment at Neocloud sites, give AMD limited cure rights for certain Neocloud defaults, and set AMD’s rights on material Neocloud defaults; those agreements generally terminate upon lease expiration, specified insolvency/default events, or 15 years from each lease effective date.

Why It Matters

• These are long‑term capacity commitments that lock in large portions of the Company’s data center capacity across multiple sites and could affect future revenue visibility and utilization (leases are for 15 years with extension options and include substantial AMD reservation rights).
• The warrant to AMD creates potential future dilution if exercised (up to 30M shares). Exercise proceeds would provide cash to the company if AMD exercises the warrants, but conversion would increase share count. Approximately 6.5M warrant shares are already vested and exercisable following the executed leases.
• The Credit Support Agreements tied to Neocloud leases establish protections for AMD equipment and outline AMD’s remedies and rights, which could affect operational and contractual dynamics among Core Scientific, AMD, and Neocloud.

Exhibits referenced in the filing include a press release dated July 28, 2026 (Exhibit 99.1) and an investor presentation (Exhibit 99.2).