CORZ 10-K & 10-Q changes, risk factors and insider trading
Core Scientific, Inc./tx (also CORZR, CORZW, CORZZ) · Nasdaq · Finance Services · CIK 1839341 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes elsewhere in this Annual Report on Form 10-K and in the section titled “Management’s Discussion and Analysis of”
New heading “Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.”
New heading “If our information technology systems or those of the third parties with whom we work or our data, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigations; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.”
New heading “We are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands;”
New heading “fines and penalties; a disruption of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales and other adverse business consequences.”
New heading “We may not be able to adequately protect our intellectual property rights and other proprietary rights, which could have a”
New heading “We may infringe on third-party intellectual property rights or other proprietary rights, which could have a material adverse”
New heading “A slowdown in market and economic conditions, particularly those impacting the cloud computing, machine learning and”
New heading “AI industries, the demand for high-density colocation infrastructure and services, and the blockchain industry and the blockchain hosting market, could have a material adverse effect on our business, financial condition and results of operations.”
New heading “Global conflict could negatively impact our business, results of operations and financial conditions.”
New heading “Changes in tariffs or import restrictions could have a material adverse effect on our business, financial condition and”
New heading “Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.”
New heading “Uncertain and evolving regulation of digital assets—including the absence of a single unifying standard for determining whether a digital asset is a “security”—could require significant changes to our business, subject us to enforcement or litigation, restrict the use of digital assets, and adversely affect our business, financial condition, results of operations, and the market price of our securities.”
New heading “Changes in accounting standards and interpretations for crypto assets could materially affect our financial statements, results of operations, and the carrying value of our digital asset holdings, and could adversely impact our business and the market price of our securities.”
New heading “Bankruptcy Court or otherwise made public in the course of the Chapter 11 Cases.”
New heading “The “halving” of rewards available on the Bitcoin network, or the reduction of rewards on other networks, has had and in the future could have a negative impact on our ability to generate revenue as our customers may not have an adequate incentive to continue mining and customers may cease mining operations altogether, which could have a material adverse effect on our”
New heading “If the award of bitcoin and/or transaction fees for solving blocks is not sufficiently high to incentivize transaction processors, such processors may reduce or cease expending processing power on a particular network, which could negatively impact the utility of the network, reduce the value of its bitcoin and have a material adverse effect on our business, financial”
New heading “The cash needs of our high-density colocation growth initiatives will limit the amount of digital assets we hold, thus preventing us from recognizing any gain from the appreciation in value of the digital assets we have sold and may sell in the future.”
New heading “Digital asset exchanges and other trading venues are relatively new and, in some cases, unregulated and some have experienced fraud and failure.”
New heading “Digital asset transactions are irrevocable and, if incorrectly transferred, digital assets may be irretrievable. As a result, any incorrectly executed digital asset transactions could have a material adverse effect on our business, financial condition and results”
New heading “Latency in confirming transactions on a network could result in a loss of confidence in the network, which could have a”
New heading “A soft or hard fork on a network could have a material adverse effect on our business, financial condition and results of”
Removed heading “Summary of Selected Risk Factors Associated with an Investment in Our Securities”
Removed heading “We may be exposed to cybersecurity threats and breaches, which could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Our digital infrastructure could be breached despite our security procedures.”
Removed heading “We may not be able to adequately protect our intellectual property rights and other proprietary rights, which could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “We may infringe on third-party intellectual property rights or other proprietary rights, which could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “A slowdown in market and economic conditions, particularly those impacting the cloud computing, machine learning and AI industries, the demand for HPC infrastructure and services, and the blockchain industry and the blockchain hosting market, could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Global conflict could negatively impact the Company’s business, results of operations and financial conditions.”
Removed heading “Changes in tariffs or import restrictions could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “In the past, we have identified material weaknesses in our internal control over financial reporting, and additional material weaknesses may occur in the future.”
Removed heading “The “halving” of rewards available on the Bitcoin network, or the reduction of rewards on other networks, has had and in the future could have a negative impact on our ability to generate revenue as our customers may not have an adequate incentive to continue mining and customers may cease mining operations altogether, which could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “If the award of bitcoin and/or transaction fees for solving blocks is not sufficiently high to incentivize transaction processors, such processors may reduce or cease expending processing power on a particular network, which could negatively impact the utility of the network, reduce the value of its bitcoin and have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Mining operators may sell a substantial amount of digital assets into the market, which may exert downward pressure on the price of the applicable digital asset and, in turn, could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “The cash needs of our HPC hosting growth initiatives will limit the amount of digital assets we hold, thus preventing us from recognizing any gain from the appreciation in value of the digital assets we have sold and may sell in the future.”
Removed heading “There is no one unifying principle governing the regulatory status of digital assets nor whether digital assets are securities in any particular context. Regulatory changes or actions in one or more countries may alter the nature of an investment in us or restrict the use of digital assets in a manner that adversely affects our business, prospects or operations.”
Removed heading “Regulatory actions may restrict the use of digital assets or the operation of digital asset networks or may impose additional regulatory burdens on our business. Changing enforcement policies and priorities have the potential to cause additional expenditures, restrictions, delays and strategic changes in connection with our business operations.”
Removed heading “Digital assets exchanges and other trading venues are relatively new and, in some cases, unregulated and some have experienced fraud and failure.”
Removed heading “Digital asset transactions are irrevocable and, if incorrectly transferred, digital assets may be irretrievable. As a result, any incorrectly executed digital asset transactions could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Latency in confirming transactions on a network could result in a loss of confidence in the network, which could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “A soft or hard fork on a network could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “The accounting method for the 2029 Convertible Notes and 2031 Convertible Notes, or any future notes, could adversely affect our reported financial condition and results.”
Removed heading “We no longer qualify as an “emerging growth company” as of December 31, 2024, and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and/or smaller reporting companies.”
Removed heading “Upon emergence from the Chapter 11 Cases, the composition of our Board of Directors changed significantly.”
Largest changes
“If our information technology systems or those of the third parties with whom we work or our data, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigations; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.”see in full comparison
“We are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands;”see in full comparison
“Unforeseen global events, such as the armed conflict between Russia and Ukraine and the Israel-Hamas conflict, could adversely affect our business and results of operations. These and similar conflicts, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the United States and/or other countries, have created global security concerns that could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could adversely affect our business and results of operations. …”see in full comparison
“Unforeseen global events, such as the armed conflict between Russia and Ukraine and the Israel-Hamas conflict, could adversely affect our business and results of operations. These and similar conflicts, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the United States and/or other countries, have created global security concerns that could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could adversely affect our business and results of operations. …”see in full comparison
“fines and penalties; a disruption of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales and other adverse business consequences.”see in full comparison
“Uncertain and evolving regulation of digital assets—including the absence of a single unifying standard for determining whether a digital asset is a “security”—could require significant changes to our business, subject us to enforcement or litigation, restrict the use of digital assets, and adversely affect our business, financial condition, results of operations, and the market price of our securities.”see in full comparison
Full comparison: every changed paragraph (251)
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes elsewhere in this Annual Report on Form 10-K and in the section titled “Management’s Discussion and Analysis of
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes elsewhere in this Annual Report on Form 10-K and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our securities. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks we face and not as a limitation on the potential impact of the matters discussed. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.
Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.
Summary of Selected Risk Factors Associated with an Investment in Our Securities
The following is a summary of the principal risks associated with an investment in our securities:
•Our success depends in large part on our ability to timely and successfully convert our existing facilities to support our HPC customers and to attract new HPC customers. Delays in the expansion or modification of existing facilities or the construction of new facilities or significant cost overruns could present significant risks to our business and could have a material adverse effect on our business, financial condition and results of operations.
•Currently our HPC business is highly dependent on a single customer.
•Our increased focus on HPC hosting may not be successful and depends on the continuing development and resource and computational requirements of HPC hosting applications such as cloud computing, machine learning and artificial intelligence and continuing need for the infrastructure and services we provide. If our target customer markets, which are new and still developing, do not grow or develop as expected or in a manner consistent with our current business model, our business, financial condition and results of operation would be adversely affected.
•Our success is also dependent on our ability to earn bitcoin profitably, and we may not be able to maintain our competitive position as the Bitcoin network experience increases in total network hash rate.
•Our business is capital intensive, we will need to raise additional capital, and failure to obtain the necessary capital when needed will force us to delay, limit or terminate our expansion efforts or other operations, which would have a material adverse effect on our business, financial condition and results of operations.
•We are subject to risks associated with our need for significant electric power and the limited availability of electrical power and resources, equipment and materials designed to provide usable electrical power within our facilities. In addition, public sentiment regarding electrical power generation, usage and storage, high volume electrical use and climate change, may limit our access to electrical power, decrease available facility sites, and increase our costs and limit the demand for our HPC colocation services. An inability to purchase and develop additional sources of low-cost sources of energy effectively or to obtain real estate, materials and equipment to operate our facilities efficiently will have a material adverse effect on our business, financial condition and results of operations.
•Any failure in our critical systems, facilities or services we provide could lead to disruptions in our and our customers’ businesses and could harm our reputation and result in financial penalty and legal liabilities, which would reduce our revenue and have a material adverse effect on our business, financial condition and results of operations.
•If there are significant changes to the method of validating blockchain transactions, such changes could reduce demand for our blockchain hosting services.
•We may be vulnerable to physical security breaches, which could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
•A slowdown in market and economic conditions, particularly those impacting the cloud computing, machine learning and AI industries, the demand for HPC infrastructure and services, and the blockchain industry and the blockchain hosting market, could have a material adverse effect on our business, financial condition and results of operations.
•Digital assets, and bitcoin in particular, are subject to price volatility. The value of bitcoin is dependent on a number of factors, any of which could have a material adverse effect on our business, financial condition and results of operations.
•The “halving” of rewards available on the Bitcoin network, or the reduction of rewards on other networks, has had and in the future could have a negative impact on our ability to generate revenue as our customers may not have an adequate incentive to continue mining and customers may cease mining operations altogether, which could have a material adverse effect on our business, financial condition and results of operations.
•If the award of bitcoin and/or transaction fees for solving blocks is not sufficiently high to incentivize transaction processors, such processors may reduce or cease expending processing power on a particular network, which could negatively impact the utility of the network, reduce the value of its bitcoin and have a material adverse effect on our business, financial condition and results of operations.
•The cash needs of our HPC hosting growth initiatives will limit the amount of digital assets we hold, thus preventing us from recognizing any gain from the appreciation in value of the digital assets we have sold and may sell in the future.
•Any change in the interpretive positions of the SEC or its staff with respect to digital asset mining firms could have a material adverse effect on us.
•Recent developments have increased 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, such as digital asset exchanges and custodians.
•Increasing scrutiny and changing expectations from government regulators, investors, lenders, customers, and other market participants with respect to Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.
•Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.
•We may not have adequate sources of recovery if the bitcoin or other digital assets held by us are lost, stolen or destroyed due to third-party digital asset services, which could have a material adverse effect on our business, financial condition and results of operations.
•Our actual financial results after emergence from bankruptcy may not be comparable to our historical financial results or our projections filed with the Bankruptcy Court or otherwise made public in the course of the Chapter 11 Cases.
Our success depends in large part on our ability to timely and successfully convert our existing facilities to support our HPChigh-density colocation customers and to attract new HPChigh-density colocation customers. Delays in the expansion or modification of existing facilities or the construction of new facilities or significant cost overruns could present significant risks to our business and could have a material adverse effect on our business, financial condition and results of operations.
In 2024, we initiated a significant strategic transition in our operations from bitcoin mining to colocation services, which will require the conversion of our existing infrastructure or development of new facilities to support our high-density colocation customers.
Our ability to timely and successfully convert our existing facilities or construct new facilities to support our HPChigh-density colocation customers willmay be negatively impacted by:
•failure on the part of our customers to timely pay or reimburse construction costs and expenses when due; or failure on our part to timely pay construction costs and expenses;
•failure to timely pay construction costs and expenses, including failure on the part of our customers to pay or reimburse costs and expenses when due; or
•delays in obtaining necessary government approvals, receipt of power allocations, land acquisitions and easements, as well as change orders, modification to designs and construction plans that delay construction, increase costs or that reduce the usable electrical power footprint.footprint;
•customer-initiated changes in project design, specification, scope, or delivery sequencing; or
•severe weather events, natural disasters, or other force majeure conditions, including hurricanes, tornadoes, winter storms, extreme heat, or flooding, that disrupt construction timelines, damage facilities or equipment, or limit the availability of construction labor or materials.
Any failure to timely or successfully convert our existing facilities or construct new facilities to support our high-density colocation customers could result in reputational damage and harm our ability to retain existing customers or attract new customers to our business, any of which could impact our future growth and have a material adverse effect on our business, financial condition and
Currently our HPChigh-density colocation business is highly dependent on a single customer.
One customer, CoreWeave, currently accounts for 100% of our HPC HostingColocation segment revenue. Our success in the HPC HostingColocation segment is highly dependent on the success of CoreWeave and the fulfillment by it of its obligations under our existing contractual arrangements. Any failure to meet CoreWeave’s expectations, including, but not limited to, failure to fulfill our contractual obligations, could result in cancellation or non-renewal of our business relationship, or harm to our business relationship that could impact our future growth and which could have a material adverse effect on our business, financial condition and results of operations.
Our increased focus on HPChigh-density hostingcolocation may not be successful and depends on the continuing development and resource and computational requirements of HPChigh-density hostingcolocation applications such as cloud computing, machine learning and artificial intelligence and continuing need for the infrastructure and services we provide. If our target customer markets, which are new and still developing, do not grow or develop as expected or in a manner consistent with our current business model, our business, financial condition and results of operation would be adversely affected. Further, increases in power costs could negatively impact our hosting customers’ demand for services, harm our growth prospects and could have a material adverse effect on our business, financial condition and results of operations.
Our success also depends in large part on our ability to attract additional customers and retain our existing customer for our HPChigh-density Hostingcolocation capabilities in a profitable manner, which we may not be able to do if:
•there is a reduction in the demand for HPChigh-density hostingcolocation applications such as cloud computing, machine learning and artificial intelligence;
•rapid innovation and technological disruption in cloud computing, machine learning and artificial intelligence decrease computational requirements and therefore lower demand for our HPChigh-density hostingcolocation offerings;
•high energy costs, supply chain disruptions (including labor availability), government regulation, and compliance costs increase HPChigh-density hostingcolocation service costs, reduces potential demand for services and reduce revenue and profitability;
If our target customer markets, which are new and still developing, do not grow or develop as expected or in a manner consistent with our current business model, our business, financial condition and results of operation would be adversely affected.
Our success in our digital asset segments depends in large part on our ability to earn bitcoin in a profitable manner. In the past,Further, increases in power costs havecould impactednegatively impact our abilityhosting tocustomers’ earn digital assets efficiently and reduced bitcoin pricing have reduced our operating margins. Future increases in power costs and unfavorable pricesdemand for digital assets willservices, harm our growth prospects and could have a material adverse effect on our business, financial condition and results of operations.
Our success in our digital asset segments depends in large part on our ability to earnmine bitcoin and to provide services to the customers of our hosting capabilities in a profitable manner,manner which we may not be able to do if:
•we do not secure or are unable to secure an adequate supply of new generation digital asset mining equipment.
In the past, increases in power costs have impacted our ability to earn digital assets efficiently and a reduction in bitcoin’s market price has reduced our operating margins. Future increases in power costs and unfavorable prices for digital assets will harm our growth prospects and could have a material adverse effect on our business, financial condition and results of operations.
As the relative market prices of a digital asset, such as bitcoin, increases, more companies are encouraged to mine for that digital asset and as more miners are added to the network, its total hash rate increases. In order for us to maintain our competitive position under such circumstances, we must increase our total hash rate by acquiring and deploying more mining machines, including new miners with higher hash rates. There are currently only a few companies capable of producing a sufficient number of machines with adequate quality to address the increased demand. If we are not able to acquire and deploy additional miners on a timely basis, our proportion of the overall network hash rate will decrease and we will have a lower chance of solving new blocks and earning the related mining rewards, which will have an adverse effect on our business and results of operations.
As more processing power is added to a network, our relative percentage of total processing power on that network is expected to decline absent significant capital investment, which has an adverse impact on our ability to generate revenue from processing transactions on that network and could have a material adverse effect on our business, financial condition and results of operations.
Processing power on networks has been increasing rapidly over timetime, while the rewards and transaction fees available on those networks tends to decline over time. In order to grow or maintain the revenue we generate from processing transactions on such networks, we are required to invest significant capital to acquire new computer servers, expand our power capacity and otherwise increase our effective processing power on such networks. In the event we are unable to invest sufficient capital to grow or maintain the level of our processing power on a network relative to the total processing power of such network, our revenue from the applicable network will decline over time and as a result, it could have a material adverse effect on our business, financial condition and results In addition, a decrease in the price of operations.computer servers may result in an increase in transaction processors, which may lead to more competition for fees in a particular network. In the event we are unable to realize adequate fees on a network due to increased competition, our revenue from the applicable network will decline over time and in turn, it could have a material adverse effect on our
In addition, a decrease in the price of computer servers may result in an increase in transaction processors, which may lead to more competition for fees in a particular network. In the event we are unable to realize adequate fees on a network due to increased competition, our revenue from the applicable network will decline over time and in turn, it could have a material adverse effect on our business, financial condition and results of operations.
Our business is capital intensive, and failure to obtain the necessary capital when needed will force us to delay, limit or terminate our expansion efforts or other operations, which would have a material adverse effect on our business, financial condition and results of operations.
The costs of constructing, developing, operating and maintaining our HPChigh-density colocation and digital mining facilities, and owning and operating a large fleet of the latest generation digital mining equipment, are substantial.
Our HPChigh-density hostingcolocation operations may be impacted by costs and expenses beyond our control or require capital investment that neither we nor our customers are able to bear, reducing our revenue and profitability.
We may need to raise additional funds through equity or debt financings in order to meet our operating and capital needs.
Moreover, in order to grow our hosting business, we may need additional facilities to increase our capacity for more miners. The costs of constructing, developing, operating and maintaining hosting facilities and growing our hosting operations may not be profitable or possible.
We may need to raise additional funds through equity or debt financings in order to meet our operating and capital needs. Raising additional debt or equity financing may be difficult and may not be available when needed or, if available, may not be available on satisfactory terms. An inability to generate sufficient cash from operations or to obtain additional debt or equity financing have adversely affected our results of operations.
Our business is highly dependent upon a few digital asset mining equipment suppliers providing an adequate and timely supply of new generation digital asset mining machines at economical prices. The growth in our business is dependent in large part on the availability of new generation mining machines offered for sale at a price conducive to profitable digital asset mining, as well as the trading price of digital assets such as bitcoin. The market price and availability of new mining machines fluctuates with the price of bitcoin and can be volatile. Higher bitcoin prices increase the demand for mining equipment and increases the cost. In addition, as more companies seek to enter the mining industry, the demand for machines may outpace supply and create mining machine equipment shortages. Digital asset mining equipment suppliers, may not be able to keep pace with any surge in demand for mining equipment. Further, manufacturing mining machine purchase contracts are not favorable to purchasers and we may have little or no recourse in the event a mining machine manufacturer defaults on its mining machine delivery commitments. If we are not able to obtain a sufficient number of digital asset mining machines at favorable prices, our growth expectations, liquidity, financial condition and results of operations will be negatively impacted.
Historically, miner manufacturers have required advance deposits for miner purchases. These deposits tie up significant amounts of cash several months before mining machines are received and operable to generate revenue. These advance deposits further drive the financial burden of operating a capital-intensive business. Miner manufacturers holding a deposit from the Company may go out of business before delivering purchased miners, or for other reasons fail to deliver the miners associated with the deposit. There is no certainty that, in such circumstances, the Company would succeed in recovering any of its deposit, which could materially and adversely affect its business, financial condition, and results of operations.
If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition and results of operations.
The costs of building out, leasing and maintaining our facilities constitute a significant portion of our capital and operating expenses. In order to manage growth and ensure adequate capacity for our new and existing HPChigh-density hostingcolocation customers while minimizing unnecessary excess capacity costs, we continuously evaluate our short- and long-term data center capacity requirements. If we overestimate our business’ capacity requirements or the demand for our services and therefore secure excess data center capacity, our operating margins could be materially reduced. If we underestimate our data center capacity requirements, we may not be able to service the required or expanding needs of our existing customers and may be required to limit new customer acquisition, which could have a material adverse effect on our business, financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Part II, Item 7. — “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our fiscal year 2024”
New heading “Annual Report on Form 10-K, which was filed with the SEC on February 20, 2025.”
New heading “Unless otherwise indicated, references to “2025” and “2024” in this MD&A refer to the years ended December 31, 2025 and 2024, respectively.”
New heading “As described in Note 3 — Restatement of Previously Issued Financial Statements in Part II, Item 8 to the consolidated financial statements included in this Annual Report, during the preparation of the consolidated financial statements for the year ended”
New heading “December 31, 2025, the Company identified errors in its previously issued consolidated financial statements related to the accounting for property, plant and equipment demolished in connection with the conversion of certain facilities from digital asset mining operations to high-density colocation infrastructure. The Company is concurrently filing an amended Annual Report on Form 10-K/A for the year ended December 31, 2024 and amended Quarterly Reports on Forms 10-Q/A for the quarterly periods ended March 31,”
New heading “2025, June 30, 2025, and September 30, 2025. The discussion that follows presents 2024 comparative data on an as-restated basis.”
New heading “Strategic Transition to High-Density Colocation Services”
New heading “Bitcoin Market Conditions”
New heading “Bitcoin Network Fundamentals”
New heading “Results of Operations for the Year Ended December 31, 2025 and 2024”
New heading “Digital asset hosted mining revenue”
New heading “Digital asset self-mining cost of revenue”
New heading “Digital asset hosted mining cost of revenue”
New heading “Material Cash Requirements”
Removed heading “CoreWeave HPC Hosting Agreements”
Removed heading “Convertible Notes Offerings”
Removed heading “Emergence from Bankruptcy”
Removed heading “On the Effective Date, Pursuant to the Plan of Reorganization”
Removed heading “Mining Equipment”
Removed heading “Summary of Digital Asset Activity”
Removed heading “Performance Metrics”
Removed heading “Network Hash Rate”
Removed heading “Market Price of Digital Assets”
Removed heading “Network Hash Rate”
Removed heading “Transaction Fees”
Removed heading “Business Mix Shift to HPC”
Removed heading “Equipment Costs”
Removed heading “Differentiation, Innovation and Expansion of Our Platform”
Removed heading “Self-Mining Hash Rate”
Removed heading “Cost of Self-Mining One Bitcoin and Hash Cost”
Removed heading “Components of Results of Operations”
Removed heading “Impairment of digital assets”
Removed heading “Losses on exchange or disposal of property, plant and equipment”
Removed heading “Operating expenses”
Removed heading “Results of Operations for the Year Ended December 31, 2024 and 2023”
Removed heading “Impairment of digital assets”
Removed heading “Operating Expenses”
Removed heading “Segment Total Revenue and Gross Profit”
Removed heading “Digital Asset Self-Mining”
Removed heading “Digital Asset Hosted Mining”
Removed heading “Cash, Cash Equivalents, Restricted Cash and Cash Flows”
Removed heading “Operating Activities”
Removed heading “Investing Activities”
Removed heading “Financing Activities”
Removed heading “Future Commitments and Contractual Obligations”
Removed heading “Debt Obligations and Interest Payments”
Removed heading “Operating Lease Payments”
Removed heading “Capital Expenditure Commitment”
Removed heading “Block, Inc. Purchase Agreement”
Removed heading “Revenue From Contracts With Customers - Digital Asset Self-Mining Revenue”
Removed heading “Contingent Value Rights Liabilities”
Removed heading “Warrant Liabilities”
Removed heading “Liabilities Subject to Compromise”
Removed heading “Emerging Growth Company”
Largest changes
“As described in Note 3 — Restatement of Previously Issued Financial Statements in Part II, Item 8 to the consolidated financial statements included in this Annual Report, during the preparation of the consolidated financial statements for the year ended”see in full comparison
“(iii) depreciation and amortization; (iv) stock-based compensation expense; (v) Reorganization items, net; (vi) unrealized fair value adjustment on energy derivatives; (vii) change in fair value of warrant and contingent value rights; …”see in full comparison
see in full comparisonAdjusted EBITDA is a non-GAAP financial measure defined as our net loss, adjusted to eliminate the effect of (i) interest income, interest expense, and other income (expense), net; (ii) provision for income taxes; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) Reorganization items, net; (vi) unrealized fair value adjustment on energy derivatives; (vii) change in fair value of warrant and contingent value rights; (viii) HPC organizational startup costs which are not reflective of the ongoing costs incurred after startup, (ix) post-emergence bankruptcy advisory costs incurred related to reorganization which are not reflective of the ongoing costs incurred in post-emergence operations, and (x) certain additional non-cash items that do not reflect the performance of our ongoing business operations. For additional information, including the reconciliation of net loss to Adjusted EBITDA, please refer to the table below.We believe Adjusted EBITDA is an important measure because it allows management, investors, and our Board of Directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making the adjustments described above. In addition, it provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business, as it removes the effect of net interest expense, taxes, certain non-cash items, variable charges and timing differences. Moreover, we have included Adjusted EBITDA in this Annual Report on Form 10-K because it is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic and financial planning.
“Due to the relatively short history of digital assets, and their emergence as a new asset class, government regulation of blockchain and digital assets is constantly evolving, with increased interest expressed by U.S. and internal regulators. In October 2020, the Cyber-Digital Task Force of the U.S. Department of Justice published a report entitled “Cryptocurrency: An Enforcement Framework” that detailed the Department’s view with respect to digital assets and the tools at the Department’s disposal to deal with threats posed by digital assets. …”see in full comparison
Full comparison: every changed paragraph (315)
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to promote understanding of the results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 20242025 compared to 2023.2024. For discussion related to the results of operations and changes in consolidated financial condition for 20232024 compared to 20222023 refer to Part II, Item 7. — “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our fiscal year 2023 Annual Report on Form 10-K, which was filed with the SEC on March 13, 2024.
Part II, Item 7. — “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our fiscal year 2024
Annual Report on Form 10-K, which was filed with the SEC on February 20, 2025.
Unless otherwise indicated, references to “2025” and “2024” in this MD&A refer to the years ended December 31, 2025 and 2024, respectively.
As described in Note 3 — Restatement of Previously Issued Financial Statements in Part II, Item 8 to the consolidated financial statements included in this Annual Report, during the preparation of the consolidated financial statements for the year ended
December 31, 2025, the Company identified errors in its previously issued consolidated financial statements related to the accounting for property, plant and equipment demolished in connection with the conversion of certain facilities from digital asset mining operations to high-density colocation infrastructure. The Company is concurrently filing an amended Annual Report on Form 10-K/A for the year ended December 31, 2024 and amended Quarterly Reports on Forms 10-Q/A for the quarterly periods ended March 31,
2025, June 30, 2025, and September 30, 2025. The discussion that follows presents 2024 comparative data on an as-restated basis.
Core Scientific, Inc. (“we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core”) isdesigns, a leader in designing, buildingbuilds and operatingoperates digital infrastructure for high-performance computing. Since our inception in 2018, we have been a premier provider and operator of dedicated,large-scale purpose-built facilitiesdata centers that support high-density colocation services and software solutions for digital asset mining for ourselvesboth our own account and ourto a lesser extent, third-party customers. andOur indata Marchcenters 2024,are weoptimized announcedfor thepower-intensive, provisionmission-critical ofcomputing digitalworkloads, infrastructure colocation services towith a thirdfocus partyon engagedartificial inintelligence (“AI”) and other high-performance computing (“HPC”). applications.
In 2024, the Company announced its first high-density colocation contract with CoreWeave, Inc. (“CoreWeave), a provider of high-performance computing (“HPC”) services, which subsequently had been expanded to 590 megawatts (“MW”) of leased customer power capacity over the exercise of several contractual options. We believe leveraging our existing infrastructure for high-density colocation services will provide more stable and predictable revenue streams, and represents substantially less risk over time than our traditional hosted bitcoin mining or self-mining operations.
In May 2024, we expanded our relationship with CoreWeave, Inc. (“CoreWeave”) the artificial intelligence (“AI”) hyperscaler, to provide approximately 200 megawatts (“MW”) of digital infrastructure to host CoreWeave’s HPC operations and provided CoreWeave options with respect to the Company’s existing facilities to provide approximately 500 MW of digital infrastructure on similar terms. In June and August 2024, the Company announced CoreWeave’s execution of options to secure an additional 70 MW and 112 MW, respectively, of infrastructure to host its HPC operations. In October 2024, the Company announced that CoreWeave had exercised its final option for an additional 120 MW of infrastructure.
These new agreements leverage the Company’s existing digital infrastructure and expertise in third-party hosting solutions. We believe that using our existing infrastructure for HPC hosting operations will provide more consistent dollar-based revenue and represents substantially less risk than our traditional hosted bitcoin mining or our bitcoin self-mining operations. As a result, we intend to focus our business development and marketing efforts on expanding our HPC hosting customer base. As a result, we initiated a significant strategic transition from bitcoin mining to hosting and colocation services for customers employing hosting services for HPC workloads such as artificial intelligence-related applications.
DuringWe 2024, we were substantially engaged inare constructing, refurbishing, reallocating or converting a substantial portion of our ten facilities in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (3) to support artificial intelligence related workloads, primarilyin forsupport of our one existing HPCcolocation customer, but also to support our commitment to meeting the growing demand for HPChigh-density colocation solutions and diversifying our revenuecustomer streams.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. We intend to convert every megawatt in our portfolio to high-density colocation infrastructure over the next three years. 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.
Currently, the vast majority of our revenue is from mining bitcoin for our own account (“self-mining”). 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 December 31, 2025, we operated a diversified portfolio of ten data centers across seven U.S. states, representing approximately 1.4 gigawatts (“GW”) of gross utility power capacity, or approximately 920 megawatts (“MW”) 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.
During 2025, total revenue decreased to $319.0 million from $510.7 million, primarily due to lower digital asset self-mining revenue and digital asset hosted mining revenue as we shifted capital and infrastructure toward colocation, partially offset by higher colocation revenue from incremental billable customer power capacity. Operating loss increased to $245.6 million in 2025 from $142.1 million in 2024. Net loss was $288.6 million in 2025 and included significant non-cash items, including changes of $33.1 million in the fair value of warrants and contingent value rights. Adjusted EBITDA decreased to $29.7 million in 2025 from $157.4 million in 2024. 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.
Currently, the vast majority of our revenue is from mining bitcoin for our own account (‘self-mining”). We remain committed to maintaining the efficiency of our digital asset mining while capitalizing on the opportunities presented by the growing HPC hosting business.
We had an average hourly operating power demand of approximately 572 megawatts (“MW”) for the year ended December 31, 2024. We had secured approximately 1,317 MW of contracted power capacity at our sites as of December 31, 2024. We also operate and manage one of the largest data center infrastructure asset bases among publicly listed North American miners with operational capacity of approximately 784 MW in support of our mining and HPC operations.
Our average self-mining fleet energy efficiency for the year ended December 31, 2024 was 25.1 joules per terahash, compared to 27.9 joules per terahash for the year ended December 31, 2023. Self-mining fleet energy efficiency is a measure of our fleet’s average actual energy efficiency over the period presented.
Our total revenue was $510.7 million, $502.4 million and $640.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. We generated an operating loss of $19.2 million and operating income of $9.0 million for the years ended December 31, 2024 and 2023, respectively, and an operating loss of $2.11 billion for the year ended December 31, 2022. We incurred net loss of $1.32 billion, $246.5 million and $2.15 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Our adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $157.4 million, $169.5 million and $(11.6) million for the years ended December 31, 2024, 2023 and 2022, respectively. 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.
On July 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CoreWeave, Inc.
(“CoreWeave”) pursuant to which CoreWeave would acquire the Company in an all-stock transaction, subject to stockholder approval and other customary closing conditions. On October 30, 2025, the Company terminated the Merger Agreement in accordance with its terms following Company stockholder rejection of the terms of the Merger Agreement at a special meeting of stockholders on that date.
The Company incurred $21.6 million of advisory, legal, and other professional or consulting fees related to the proposed transaction which are reflected in our results of operations for the year ended December 31, 2025. Other than these costs, the termination of the Merger Agreement did not result in any termination fees and did not have a material impact on the Company’s financial position or results of operations.
CoreWeave HPC Hosting Agreements
On February 29, 2024, the Company entered into a long-term contract with CoreWeave, Inc. (“CoreWeave”) to deliver 16 MW of infrastructure at the Company’s Austin, Texas facility. Following the commencement of operations in the Austin, Texas facility, on June 3, 2024, the Company entered into a series of long-term contracts with CoreWeave to deliver approximately 200 MW of infrastructure to host CoreWeave’s HPC operations, which will require the Company to modify multiple existing sites. The site modifications commenced in the second half of fiscal 2024 and operational status is expected to begin in the first half of fiscal 2025. On June 25, 2024, the Company announced CoreWeave’s execution of an option to secure an additional 70 MW of infrastructure to host its HPC operations. Operational status for the additional 70 MW is expected in the second half of 2025. Further, on August 6, 2024, the Company announced that CoreWeave had executed an option to secure an additional 112 MW of infrastructure to host its HPC operations. On October 22, 2024, the Company announced that CoreWeave had exercised its final option for an additional 120 MW of infrastructure.
Convertible Notes Offerings
On December 5, 2024, the Company completed a private offering (the “2031 Convertible Notes Offering”) of $625.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”). The net proceeds from the 2031 Convertible Notes Offering were approximately $608.7 million, after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company intends to use the net proceeds from the 2031 Convertible Notes Offering for general corporate purposes, including working capital, operating expenses, capital expenditures, acquisitions of complementary businesses or assets, or other repurchases of its securities.
On August 19, 2024, the Company completed a private offering (the “2029 Convertible Notes Offering”) of $460.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”). The net proceeds from the 2029 Convertible Notes Offering were approximately $447.6 million, after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used approximately $62.0 million of the net proceeds from the 2029 Convertible Notes Offering to repay in full the outstanding loans under the Exit Credit Agreement, of which $0.8 million was paid for interest. Additionally, the Company used approximately $154.1 million of the net proceeds from the 2029 Convertible Notes Offering to redeem all of the outstanding Secured Notes, of which $4.1 million was paid for interest. Further, the Company paid $49.6 million to repay the BlockFi facility in full, of which $0.7 million was paid for interest, and paid $6.5 million to repay the Stonebriar facility in full, of which $0.1 million was paid for interest. The Company intends to use the remaining net proceeds from the 2029 Convertible Notes Offering for general corporate purposes, including working capital, operating expenses, capital expenditures, acquisitions of complementary businesses or assets, or other repurchases of its securities.
For more detailed information regarding the 2031 Convertible Notes Offering and the 2029 Convertible Notes Offering conversion, refer to Note 8 — Convertible and Other Notes Payable to our consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.
Halving
On April 19, 2024, the Bitcoin protocol executed its fourth planned halving, wherein the bitcoin rewards issued for each solved block declined from 6.25 bitcoin to 3.125 bitcoin, reducing the bitcoin received from bitcoin mining by 50% (excluding transaction fee rewards). As a result, revenue generated from bitcoin mining declined, adversely impacting gross profit.
Emergence from Bankruptcy
On January 15, 2024, the Company and certain of its affiliates (collectively, the “Debtors”) filed with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) the Fourth Amended Joint Chapter 11 Plan of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) (the “Plan of Reorganization”). On January 16, 2024, the Bankruptcy Court entered an order confirming the Plan of Reorganization. On January 23, 2024 (the “Effective Date”), the conditions to the effectiveness of the Plan of Reorganization were satisfied or waived and the Company emerged from bankruptcy. On January 24, 2024, the Company’s common shares began trading on the Nasdaq market under the ticker symbol CORZ.
On the Effective Date, the obligations of the Company under the Company’s notes sold pursuant to (i) the Secured Convertible Note Purchase Agreement, dated as of April 19, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Core Scientific, Inc. (as successor of Core Scientific Holding Co.), the guarantors party thereto from time to time, U.S. Bank National Association, as note agent and collateral agent, and the purchasers of the notes issued thereunder (the “Secured Convertible Notes”), and (ii) the Convertible Note Purchase Agreement, dated as of August 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Core Scientific, Inc. (as successor of Core Scientific Holding Co.), the guarantors party thereto from time to time, U.S. Bank National Association, as note agent and collateral agent, and the purchasers of the notes issued thereunder (the “Other Convertible Notes,” and together with the Secured Convertible Notes, the “Convertible Notes”), replacement debtor-in-possession credit agreement, stock certificates, book entries, and any other certificate, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any claim or interest (except such certificates, notes or other instruments or documents evidencing indebtedness or obligations of, or interests in, the Debtors that are specifically reinstated pursuant to the Plan of Reorganization) were cancelled, and the duties and obligations of all parties thereto were deemed satisfied in full, canceled, released, discharged, and of no force or effect.
On the Effective Date, Pursuant to the Plan of Reorganization
•The Company entered into a credit and guaranty agreement (the “Exit Credit Agreement”), consisting of an $80 million first-lien credit facility with certain holders of the Company’s Convertible Notes. The Exit Credit Agreement was paid in full on August 19, 2024.
•The Company issued $150.0 million aggregate principal amount of senior secured notes due 2028 (the “Secured Notes”) pursuant to a secured notes indenture (the “Secured Notes Indenture”). The Secured Notes were paid in full on August 19, 2024.
•The Company issued $260.0 million aggregate principal amount of secured convertible notes due 2029 (the “New Secured Convertible Notes”) pursuant to a secured convertible notes indenture (the “New Secured Convertible Notes Indenture”). The New Secured Convertible Notes were issued to holders of the Company’s Convertible Notes. The New Secured Convertible notes were mandatorily converted as of July 10, 2024 and are no longer outstanding.
•The Company entered into an agreement which provided for the issuance of contingent value rights (the “CVRs”) to holders of the Company’s Convertible Notes and provided for the issuance of CVRs issued to holders of allowed general unsecured claims (the GUC CVRs”). On July 1, 2024, the GUC CVR obligations were extinguished pursuant to their terms when the VWAP of the Company’s New Common Stock on Nasdaq National Market System exceeded $5.02 for 20 trading days within the applicable 30 consecutive trading day period.
•The holders of our pre-emergence Secured Convertible Notes and Other Convertible Notes received Secured Notes Indenture, New Secured Convertible Notes Indenture, post-emergence common stock and CVRs. Certain holders of New Secured Convertible Notes also funded and received the Exit Credit Agreement.
For more detailed information regarding our emergence from bankruptcy, refer to Notes 3 — Chapter 11 Filing and Emergence from Bankruptcy, 8 — Convertible and Other Notes Payable, 9 — Contingent Value Rights and Warrant Liabilities and 12 — Stockholders' Deficit to our consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.
As a large-scale owner and operator of high-power digital infrastructure, we generate revenue primarily through (i) Colocation services (ii) Digital Asset Self‑Mining, and (iii) Digital Asset Hosted Mining services. We are in the process of reallocating significant portions of our infrastructure and capital from bitcoin mining to HDC services for AI and HPC workloads.
We focus primarily on contracting our digital infrastructure for Colocation, mining bitcoin, and enhancing efficiencies in our operations. In self‑mining, we earn bitcoin by operating our owned mining fleet through mining pool arrangements, and in hosted mining and colocation we earn fees for providing infrastructure, power and related services to third parties.
As a large-scale owner and operator of high-power digital infrastructure for digital asset mining and hosting services, we believe that we are well positioned to serve customers in digital asset mining and an expanding market for HPC operations. As noted in the “Business Strategy” 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 HPC hosting services. Furthermore, we believe that the adoption and mainstream use of bitcoin and the blockchain technology on which it is based has accelerated the demand for bitcoin and other digital currencies.
We focus primarily on contracting our digital infrastructure for HPC hosting, and mining and selling bitcoin for cash, enhancing efficiencies in our operations (reducing our cost to mine). 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.” 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 form of bitcoin.
Our data centers house bitcoin mining computers and will increasingly house specialized compute accelerators, including graphics processing units (“GPUs”). These specialized facilities leverleverage our specialized design and construction proficiencycapabilities by employing high-density, low-costinnovative engineering, power designs and modular construction. For digital asset mining, our proprietary thermodynamic structural design manages heat and airflow to deliver best-in-classreliable uptime and, ultimately, increased mining rewardsoperations to us and our customers. WeAs are allocating a significant portionpart of our currentgo-forward andstrategy, futurewe are in the process of converting our entire data centerscenter portfolio to support otherour formshigh-density ofColocation high-valueoperations computing,for suchAI asand HPC hosting operations, in connection with our short-, medium- and long-term strategic plan.workloads.
Our strategy is to grow our revenue and profitability by converting and expanding our large-scale data center infrastructure portfolio to deliver high-density colocation services for artificial intelligence and HPC workloads. We plan to develop and bring online the infrastructure required to meet our existing contractual commitments to our high-density colocation customer, expand our infrastructure portfolio by securing additional land and power at new and existing sites, and sign additional colocation customers to diversify our revenue base.
Our business strategy is to grow our revenue and profitability by expanding our existing large-scale data center infrastructure portfolio configured for specialized computers performing specific, high-value applications such as cloud computing, machine learning and artificial intelligence, and maximizing the portion of our existing infrastructure portfolio contracted for HPC hosting. We intend to continue to strategically develop and make operational the infrastructure necessary to support our existing contractual commitments to our existing HPC 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 HPC Hosting segment to expand our business into these areas using our knowledge, expertise, existing and future infrastructure where favorable market opportunities exist.
Our customer strategy is focused ontargets hyperscale cloud-based providersproviders, neoclouds, and enterprises, including potential customers we believe have significant data center infrastructure needs that have not yet been outsourced or will require additional data center space and power to support their growth and their increasing reliance on technology infrastructure in their operations. We believe our capabilities for serving the needs 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.
We have three operating 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 our own account, and “Digital Asset Hosted Mining,” consisting of providing hosting services to third parties for digital asset mining, and “HPC Hosting,” consisting of providing hosting services to third parties for GPU-based HPC hosting operations.mining. Prior to April 1, 2024, we operated onlyprimarily in the Digital Asset Self-Mining and Digital Asset Hosted Mining segments.
Our Digital Asset Self-Mining operation segment generates revenue from the deployment and operation our own large fleet of miners within our owned digital infrastructure as part of a pool of users that process transactions conducted on one or more blockchain networks. In exchange for this activity, we receive digital assets in the form of bitcoin. We began digital asset mining at scale in 2018 and in 2020 became one of the largest North American providers of hosting services primarily for third-party mining customers. We had an average hourly operating power demand of approximately 572 MW for the year ended December 31, 2024.
Our Digital Asset Hosted Mining operation segment generates revenue through the sale of electricity-based consumption contracts for our hosting services, 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 of our customers’ digital asset mining equipment and provide necessary electrical power, repair and other infrastructure services necessary for our customers to operate, maintain and efficiently mine digital assets. We do not expect to further expand our Digital Asset Hosted Mining operations in 2025 and future years.
Our HPC Hosting operation segment generates revenue by providing colocation, cloud and connectivity services to customers in exchange for a fee. Our HPC Hosting operationColocation segment provides colocation,space, power, cooling, facilities operations, security and other services to third-party HPC customers to support workloads for machine learning and artificial intelligence. As of December 31, 2024, we have operational capacity of approximately 784 MW to support of our existing and planned HPC operations.
Our Digital Asset Self-Mining 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 or more blockchain networks. In exchange for this activity, we receive digital assets in the form of bitcoin.
Our Digital Asset Hosted Mining operation segment generates revenue from recurring hosting services, which are generally priced based on power usage and other service components. 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 of our customers’ digital asset mining equipment and provide necessary electrical power, repair and other infrastructure services necessary for our customers to operate, maintain and efficiently mine digital assets. We do not currently expect to further expand our Digital Asset Hosted Mining operations in future years.
On July 5, 2024, we entered into an arrangement with Block, Inc. (“Block”), a technology company developing ASICs, pursuant to which we received ASICs during 2025 and expect to receive additional ASICs during 2026. As of December 31, 2025, we estimate approximately $64.8 million of remaining cash payments associated with this arrangement, of which approximately $36.6 million was paid upon delivery in January 2026, with the remaining balance payable on a deferred basis primarily during 2026 and extending into early 2027.
Aside from the miners received in 2025 and those expected from Block, we do not anticipate entering into new large-scale bitcoin mining equipment procurement agreements as we continue to shift capital allocation toward HDC infrastructure. As a result, we expect future capital expenditures related to mining equipment to decline. See “Liquidity and Capital Resources” for a discussion of our material cash requirements and expected sources of funding, including capital expenditures and commitments.
Mining Equipment
We own and host specialized computers (“miners”) configured for the purpose of validating transactions on multiple digital asset network blockchains (referred to as, “mining”), predominantly the Bitcoin 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 (“SHA-256”) in return for bitcoin digital asset rewards.
We have entered into and facilitated agreements with vendors to supply mining equipment for our digital asset mining operations. The majority of our purchases are made on multi-month contracts with installment payments due in advance of scheduled deliveries. Delivery schedules have ranged from one month to 12 months. As of December 31, 2023, we had two active purchase agreements with Bitmain. The first agreement was for the acquisition of Antminer S19J XP miners with a combined exahash of 4.1 or 28,400 miners. The second agreement was for the acquisition of Antminer S21 miners with a combined exahash of 2.5 or approximately 12,900 miners. As of December 31, 2024, the Company had received all of the miners and completed all 2024 payments due on miners ordered for deployment this year.
See “Key Business Operating Metrics and Non‑GAAP Financial Measures” below for definitions and discussion of the operating metrics management uses to evaluate our performance.
What changed in the latest 10-Q
Risk Factors
New heading “We may be unable to attract new high-density colocation customers, which could constrain our growth and leave our revenue dependent on a single counterparty.”
Largest changes
“We may be unable to attract new high-density colocation customers, which could constrain our growth and leave our revenue dependent on a single counterparty.”see in full comparison
“Our HPC colocation revenue is currently derived from a single customer, and our strategy depends on our ability to secure additional customers beyond our existing contract. We compete for new customers with major data center REITs, hyperscalers, and purpose-built data center developers, many of whom have greater resources and more established track records than we do. …”see in full comparison
As ofsee in full comparisonMarchJune31,30, 2026, we had approximately$2.09$4.4 billion aggregate principal amount of indebtedness for borrowed money.In addition, in May 2026, Core Scientific Finance, our indirect wholly owned subsidiary, issued $3.30 billion aggregate principal amount of Secured Notes.We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
Full comparison: every changed paragraph (3)
We may be unable to attract new high-density colocation customers, which could constrain our growth and leave our revenue dependent on a single counterparty.
Our HPC colocation revenue is currently derived from a single customer, and our strategy depends on our ability to secure additional customers beyond our existing contract. We compete for new customers with major data center REITs, hyperscalers, and purpose-built data center developers, many of whom have greater resources and more established track records than we do. If we are unable to attract new customers on acceptable terms, or at all, our growth may be constrained and our revenue will remain dependent on one counterparty, exposing us to heightened risk if that customer reduces, delays, or terminates its commitments.
As of MarchJune 31,30, 2026, we had approximately $2.09$4.4 billion aggregate principal amount of indebtedness for borrowed money. In addition, in May 2026, Core Scientific Finance, our indirect wholly owned subsidiary, issued $3.30 billion aggregate principal amount of Secured Notes. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
Management's Discussion & Analysis (MD&A)
New heading “2026 Highlights:”
New heading “Financial Results:”
New heading “Debt Service and Capital Requirements”
New heading “Results of operations for the three and six months ended June 30, 2026 and 2025”
New heading “Colocation revenue”
New heading “Digital asset self-mining revenue”
New heading “Cost of colocation services”
New heading “Operating Expenses”
New heading “Loss (gain) on fair value of digital assets”
New heading “Loss on remeasurement of assets held for sale”
New heading “Loss on contract termination”
New heading “Colocation organizational and site startup costs”
New heading “Non-Operating Expenses, Net”
New heading “Cash flow Summary”
Removed heading “Exchange Commission on March 2, 2026. This section generally discusses the results of operations for the three months ended”
Removed heading “March 31, 2026, compared to March 31, 2025.”
Removed heading “31, 2025, filed with the Securities and Exchange Commission on March 2, 2026.”
Removed heading “Senior Secured Notes Offering”
Removed heading “CoreWeave Special Purpose Vehicle”
Removed heading “Results of Operations for the Three Months Ended March 31, 2026 and 2025”
Removed heading “Colocation cost of revenue”
Removed heading “Digital asset self-mining cost of revenue”
Removed heading “Material Cash Requirements”
Removed heading “Short-Term Cash Requirements”
Removed heading “Capital Expenditures and Other Commitments”
Removed heading “Operating Leases”
Removed heading “Long-Term Cash Requirements”
Removed heading “Capital Expenditures”
Largest changes
“In connection with the Neocloud Leases, each of the Company, Neocloud and AMD has entered into a Credit Support Agreement with respect to each Neocloud Lease: (i) establishing protections for AMD equipment held within the applicable Neocloud Lease premises, (ii) providing AMD the right, but not the obligation, to cure certain defaults of Neocloud under the applicable Neocloud Lease, and (iii) establishing AMD’s rights and obligations in the event of certain material defaults by a Neocloud with respect to the applicable Neocloud Lease. …”see in full comparison
“31, 2025, filed with the Securities and Exchange Commission on March 2, 2026.”see in full comparison
“In our Colocation segment, we compete for customers and capacity with major data center real estate investment trusts, developers of purpose-built data centers and other operators with high-power capacity suitable for AI and HPC workloads. Competition in this market focuses primarily on facility location, timing, power capacity availability and scale, reliability and uptime, reputation, technical specifications including power density and cooling capabilities, pricing and contract terms, speed of delivery, and track record of execution. …”see in full comparison
“Regulatory developments affecting data centers, energy markets, AI infrastructure, and environmental matters could affect compliance costs, power availability and pricing, permitting timelines, and customer demand, each of which could impact our results of operations and liquidity. In particular, regulatory requirements governing data center construction, environmental impact, and utility interconnection could affect the timeline and cost of developing our new sites, and our ability to complete our contracted data center development projects on schedule. …”see in full comparison
“During the period, CoreWeave entered into assignment and assumption agreements transferring certain license agreements to CW SPV, a special purpose vehicle that is an indirect subsidiary of CoreWeave. CoreWeave remains a primary obligor under those agreements. While we believe this structure supports the long-term stability of these arrangements, the assignment introduces an additional layer of counterparty structure, and our revenue and cash flows remain dependent on performance by entities within the CoreWeave corporate family. …”see in full comparison
Our results of operations, liquidity and cash flows are affected by a number of factors, including (i) our ability to execute and scale oursee in full comparisonstrategicHDCtransitionbusiness,towardretainhigh‑densityour existing colocationservices,customer and attract new colocation customers, (ii) our ability to complete construction of contracted data center capacity on schedule and within budget, (iii) customer concentration and the financial health of our primary colocation customer, (iv) bitcoin market conditions and network fundamentals thatdrivecontinueselfto affect our Digital Asset Self‑miningMiningeconomics,segment(iii)duringbroaderourmacroeconomictransitionand regulatory developments, (iv) power prices and curtailment activity, andperiod, (v)thepowercompetitivecostslandscapeandforavailability across ourindustry.portfolio, (vi) broader macroeconomic, regulatory and tariff developments, and (vii) our ability to service our debt obligations and fund our capital requirements. The factors below highlight key drivers that have affected, and may continue to affect, our financial performance.
Full comparison: every changed paragraph (191)
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is 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 the unaudited condensed consolidated 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 and six months ended June 30, 2026, compared to June 30, 2025.
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.
31, 2025, filed with the Securities and Exchange Commission on March 2, 2026.
Core Scientific, Inc. is a leader in designing, building and operating large-scale purpose-built data centers for HDC services. We develop and operate facilities serving AI and HPC related workloads and are a provider of digital infrastructure to our third-party customers. The majority of our revenue is derived from HDC service.
Our strategic objective is to maximize the value of our large-scale data center infrastructure portfolio by converting power capacity across our facilities into long-term contracted HDC revenue streams. We believe this strategy enhances the predictability of future cash flows, reduces the relative contribution of bitcoin market volatility to our operating results, and increases the long-term value of our infrastructure platform relative to its historical use in digital asset mining operations.
In 2024, we announced our first HDC contract with CoreWeave, a provider of HPC services, which was subsequently expanded to approximately 590 MW of leased customer power capacity across five sites. As of June 30, 2026, approximately 395 MW has commenced billing. During the six months ended June 30, 2026, certain CoreWeave license agreements were assigned to a special purpose vehicle financing structure while CoreWeave remained a primary obligor under the agreements. See “Strategic Transition to High-Density Colocation Services” below for a more detailed discussion of this arrangement and the associated risks. While our current colocation revenue remains concentrated with a single customer, we believe our available unleased power capacity provides a meaningful opportunity to diversify our customer base over time.
As of June 30, 2026, we controlled approximately 2.1 GW of gross utility power capacity, or approximately 1.3 GW of total leasable customer power capacity across 11 data centers in seven U.S. states including Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (4). We continue to develop, convert and expand most of our facilities to support AI and HPC workloads while pursuing additional land and power opportunities to expand our data center footprint.
We expect colocation revenue to increase as additional contracted capacity is commissioned and delivered to our existing customer and as we add new customer relationships over time. We continue to operate a self-mining fleet at two facilities and provide hosted mining services to one remaining customer. Our hosted mining operations are expected to conclude by December 31, 2026, while we continue to wind down our self-mining operations.
2026 Highlights:
•On July 28, 2026, we announced a strategic commercial relationship with AMD with the potential to support up to 2.5 GW of leasable capacity, anchored by a 15-year agreement for approximately 530 MW across five sites.
•On May 6, 2026, our indirect wholly-owned subsidiary, Core Scientific Finance completed a $3.3 billion offering of 7.75% Senior Secured Notes due 2031 (the "Senior Secured Notes”). The net proceeds were used to fund a debt service reserve account and to repay in full and terminate our Term Loan Facility. The Senior Secured Notes and related guarantees are secured by first-priority liens, among other things, on substantially all assets of Core Scientific Finance and its subsidiary guarantors, which own or operate our specified data center development projects. For additional details, see Note 7 — Debt to our condensed consolidated financial statements.
•Billable customer power capacity of 395 MW as of June 30, 2026, against 590 MW of leased customer power capacity, with the remaining 195 MW in various stages of construction and commissioning.
•On May 5, 2026, we closed on the acquisition of land and related electrical power in Hunt County, Texas for approximately $233 million in cash, which is expected to support approximately 430 MW of gross power capacity, with an approved ERCOT interconnection ramp schedule. For additional details, see Note 3 — Asset Acquisition to our condensed consolidated financial statements.
•In May 2026, we announced our entry into an agreement and plan of merger to acquire Polaris DS LLC, for approximately $421 million in cash, subject to certain adjustments. The acquisition will add approximately 40 additional acres adjacent to our existing data center operating in Muskogee, Oklahoma, and will provide up to 440 MW of gross utility power capacity. The transaction is expected to close in the third quarter of 2026. For additional details, see Note 10 — Commitments and Contingencies to our condensed consolidated financial statements.
These operational milestones, together with the strategic financing and portfolio developments outlined above, drove the financial results for the three and six months ended June 30, 2026, which are summarized below.
Financial Results:
•Total revenue for the three and six months ended June 30, 2026 was $164.2 million and $279.4 million, respectively, compared to $78.6 million and $158.2 million for the three and six months ended June 30, 2025.
◦Colocation revenue was $136.7 million and $214.2 million for the three and six months ended June 30, 2026, respectively, compared to $10.6 million and $19.1 million for the three and six months ended June 30, 2025, respectively. The increase in colocation revenue was driven by incremental billable customer power capacity delivered to our customer.
◦Digital asset self-mining revenue was $21.5 million and $51.6 million for the three and six months ended June 30, 2026, respectively, compared to $62.4 million and $129.6 million for the three and six months ended June 30, 2025, respectively. The decrease reflected a reduction in bitcoin mined of 53% and 49% for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025, as well as a decline in the average bitcoin price of 27% and 23% for the same periods, respectively.
◦The increase in colocation revenue and corresponding decline in self-mining revenue reflects the continued execution of our strategy to reallocate power capacity from digital asset mining to long-term contracted colocation services.
•Net loss for the three and six months ended June 30, 2026 was $1.2 billion and $1.5 billion, respectively, compared to $936.8 million and $360.5 million for the three and six months ended June 30, 2025, respectively. Net loss for the three and six months ended June 30, 2026 was primarily driven by the change in fair value of warrants. Net loss for the six months ended June 30, 2026 was also impacted by a $266.5 million impairment charge on mining-related property, plant and equipment recognized during the first quarter of 2026.
•Adjusted EBITDA was $41.1 million and $50.0 million for the three and six months ended June 30, 2026, respectively, compared to $28.5 million and $26.7 million for the three and six months ended June 30, 2025, respectively. Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and Non-GAAP Financial Measures” below for our definition and reconciliation to net loss.
•Capital expenditures were $954.2 million for the six months ended June 30, 2026, of which $180.9 million was funded by CoreWeave pursuant to its existing colocation service agreement with the Company.
•Cash and cash equivalents and digital assets totaled $1.8 billion as of June 30, 2026.
Core Scientific, Inc. (“we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core”) designs, builds and operates large-scale purpose-built data centers that support high-density colocation services and digital asset mining for both our own account and to a lesser extent, third-party customers. Our data centers are optimized for power-intensive, mission-critical computing workloads, with a focus on artificial intelligence (“AI”) and other high-performance computing (“HPC”) applications.
In 2024, we announced our first high-density colocation contract with CoreWeave, Inc. (“CoreWeave), a provider of HPC services, which was subsequently expanded to 590 megawatts (“MW”) of leased customer power capacity over the exercise of several contractual options. We believe leveraging our existing infrastructure for high-density colocation services will provide more stable and predictable revenue streams and represents substantially less risk over time than our traditional hosted bitcoin mining or self-mining operations.
We are constructing, refurbishing, reallocating or converting our 11 facilities in Alabama (1), Georgia (2), Kentucky (1), North 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.
On July 27, 2026, the Company entered into Lease Agreements (collectively, the “AMD Leases”) with Advanced Micro Devices, Inc. (“AMD”) for an aggregate of 377 MW of critical IT capacity at the Company’s Pecos, TX; Muskogee, OK; and Hunt County, TX sites; and Lease Agreements (the “Neocloud Leases,” and collectively with the AMD Leases, the “Leases”) with a Neocloud (“Neocloud”), for 152 MW of critical IT capacity at the Company’s Auburn, AL and Dalton Phase 3, GA sites. Each of the Leases is for a fifteen year term with three five-year options. The AMD Leases provide AMD a reservation of capacity right to lease from the Company at certain times and under certain circumstances an additional 1,925 MWs of critical IT capacity through December 28, 2028.
In connection with the Neocloud Leases, each of the Company, Neocloud and AMD has entered into a Credit Support Agreement with respect to each Neocloud Lease: (i) establishing protections for AMD equipment held within the applicable Neocloud Lease premises, (ii) providing AMD the right, but not the obligation, to cure certain defaults of Neocloud under the applicable Neocloud Lease, and (iii) establishing AMD’s rights and obligations in the event of certain material defaults by a Neocloud with respect to the applicable Neocloud Lease. Each Credit Support Agreement will terminate automatically upon earliest to occur of the expiration of the applicable Neocloud Lease, specified circumstances relating to the insolvency or default of Neocloud, and 15 years from the effective date of the applicable Neocloud Lease. In addition, AMD may terminate the applicable Credit Support Agreement upon the Company’s breach of a material representation, subject to a specified cure period.
In addition, the Company issued to AMD a warrant (the “Warrant”) to purchase up to 30 million shares (the “Warrant Shares”) of the Company’s common stock, par value $0.00001 per share (“Common Stock”) at an exercise price of $23.47 per share, which represents the volume-weighted average price of the Company’s Common Stock on the Nasdaq Global Select Market for the five trading days prior to execution of the Leases.
The Warrant is exercisable immediately, subject to satisfaction of the vesting conditions therein, and will terminate on July 27, 2031. The Warrant Shares will vest at a rate of 12,222 shares per each one megawatt (“MW”) of critical IT load contemplated by the Leases. As a result of the Leases executed on July 27, 2026, an aggregate of approximately 6.5 million Warrant Shares vested and became exercisable.
The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
On March 4, 2026, we entered into a loan facility Credit Agreement (the “Credit Agreement”), by and among us, as borrower, the lenders party thereto from time to time (the “Lenders”) and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent and collateral agent. The Credit Agreement provides for a senior secured loan facility (the “Term Loan Facility”) in an aggregate principal amount of $500.0 million. The Credit Agreement also provides for an accordion feature that allowed us to request an increase in commitments under the Credit Agreement by up to an additional $500.0 million. Subject to certain customary conditions, we may borrow funds available under the Term Loan Facility, in up to ten separate advances, during the period commencing on May 4, 2026 and ending on the date that is one business day prior to the Maturity Date (as defined below). We borrowed the full $500.0 million initially available under the Credit Agreement on March 5, 2026.
On March 18, 2026, we entered into an Amendment No. 1 to the Credit Agreement (the “Incremental Amendment”) with MSSF and JPMorgan Chase Bank, N.A. (“JPM”), as Amendment No. 1 Term Lender, which amends the Credit Agreement to increase the term loan commitments thereunder by $500.0 million, to $1.0 billion total, pursuant to the accordion feature. We borrowed the full $500.0 million incremental commitment on March 18, 2026.
The Term Loan Facility will mature, and all obligations thereunder will become due and payable, on March 3, 2027 (the “Maturity Date”). Loans under the Term Loan Facility bear interest at a rate equal to term SOFR (subject to a 0% floor), plus an applicable margin of 2.50% per annum.
Our obligations under the Credit Agreement are guaranteed by certain of our direct or indirect, wholly owned material domestic subsidiaries and are secured by a first-priority lien on substantially all our and the guarantors assets.
In connection with the offering of $3.3 billion aggregate principal amount of 7.75% senior secured notes due 2031 by our indirect wholly-owned subsidiary, Core Scientific Finance I LLC, as described below, we used a portion of the proceeds from such offering that was distributed to us to repay in full the outstanding borrowings under the Term Loan Facility, including accrued interest thereon and fees and expenses in connection therewith, and upon such repayment, we terminated the Term Loan Facility.
Senior Secured Notes Offering
On April 22, 2026, our 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 us, a portion of which we used to repay in full the 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.
The Notes are guaranteed by each of Core Scientific Austin LLC, Core Scientific Denton LLC, Core Scientific Dalton LLC, Core Scientific Marble LLC and Core Scientific Muskogee LLC, which collectively represent Core Scientific Finance's only subsidiaries (the "Subsidiary Guarantors").
In connection with the Offering, we have commenced a series of restructuring transactions intended to transfer or grant all assets and rights reasonably necessary for the development and operation of specified data center facilities to Core Scientific Finance and the Subsidiary Guarantors.
The Notes and related guarantees are secured by first-priority liens on (i) substantially all assets of Core Scientific Finance and the Subsidiary Guarantors, other than certain excluded property, (ii) all equity interests of Core Scientific Finance held by the direct parent of Core Scientific Finance, Core Scientific Finance Holding LLC ("Holdco"), and (iii) certain of our assets and rights to be transferred or granted, as applicable, to Core Scientific Finance and the Subsidiary Guarantors pursuant to the restructuring described above that have not yet been transferred or granted as of the date hereof.
In addition, in connection with the issuance of the Secured Notes, we provide a customary, uncapped completion guarantee for the benefit of the holders of the Notes with respect to the completion of the data center development projects. The completion guarantee will require that we provide Core Scientific Finance with funds necessary to ensure the completion of such projects in the event that the proceeds of the offering of Secured Notes and other available funds are insufficient to do so.
CoreWeave Special Purpose Vehicle
The Company received notice from its counterparty, CoreWeave, Inc., of its intention to enter into assignment and assumption agreements for our Dalton 1 and Denton North Colocation License Agreements and Orders, as amended, ("License Agreements") with a special purpose vehicle that is an indirect subsidiary of CoreWeave, Inc. ("CW SPV"). We understand that CW SPV received certain commitments from a customer sufficient for the debt issued by CW SPV to obtain an investment grade rating. While CoreWeave remains a primary obligor under the terms of the License Agreements, as a result of the assignment and assumption agreements, CW SPV is now the Licensee under the License Agreements.
Our results of operations, liquidity and cash flows are affected by a number of factors, including (i) our ability to execute and scale our strategicHDC transitionbusiness, towardretain high‑densityour existing colocation services,customer and attract new colocation customers, (ii) our ability to complete construction of contracted data center capacity on schedule and within budget, (iii) customer concentration and the financial health of our primary colocation customer, (iv) bitcoin market conditions and network fundamentals that drivecontinue selfto affect our Digital Asset Self‑miningMining economics,segment (iii)during broaderour macroeconomictransition and regulatory developments, (iv) power prices and curtailment activity, andperiod, (v) thepower competitivecosts landscapeand foravailability across our industry.portfolio, (vi) broader macroeconomic, regulatory and tariff developments, and (vii) our ability to service our debt obligations and fund our capital requirements. The factors below highlight key drivers that have affected, and may continue to affect, our financial performance.
Our financial performance depends in part on our ability to operate our self‑mining fleet profitably and, as we transition our business, to execute and expand our colocation operations and attract and retain colocation customers. Increases in power costs, inability to mine digital assets efficiently and to sell digital assets at favorable prices will reduce our operating margins and could have a material near-term adverse effect on our business, financial condition and results of operations. In addition, sustained declines in bitcoin prices or adverse changes in network conditions could reduce cash generated from self‑mining during periods where self‑mining remains a significant contributor to our results.
High-density colocation is now our primary business. For the six months ended June 30, 2026, colocation revenue represented 77% of total revenue, compared to 12% for the six months ended June 30, 2025, reflecting the rapid scaling of billable customer power capacity under our agreement with CoreWeave. We expect colocation to represent an increasingly dominant share of our results as additional capacity is commissioned and delivered, gradually reducing our exposure to bitcoin spot price volatility and the operational risks associated with digital asset mining. During the transition period, our consolidated results reflect both the ramp up of colocation revenue and the planned decline of our mining operations, and we expect this dynamic to continue as additional contracted capacity is placed in service.
As we grow our Colocation operations over the next several years by converting the remaining bitcoin mining sites and adding new infrastructure and customers, we expect Colocation to represent a larger share of our results and gradually reduce our exposure to bitcoin spot price volatility. The Colocation segment is characterized by the implementation of long-term contracts with customers spanning 10+ years with terms and conditions resulting in stable, predictable revenue and cash flows over each period.
The paceColocation segment is characterized by the implementation of thislong-term transition,contracts spanning 10 or more years with payment structures that provide terms and theconditions timingresulting ofin relatedstable, predictable revenue and cash flows,flows over each contract period. As of June 30, 2026, we had contracted 590 MW of leased customer power capacity and were actively billing for 395 MW. The gap between leased and billable capacity represents our primary near-term revenue growth opportunity. The pace at which we convert leased capacity to billable capacity depends on (i)a customer deployment schedules under existing and future contracts and (ii) the timing and costnumber of convertingfactors, and commissioning incremental billable customer power capacity. Conversion capital expenditures and timelines are sensitive toincluding equipment lead times and availability, labor constraints, permitting and interconnection sequencing, and supply chain and logistical challenges.challenges, and the pace of customer deployment under existing contracts. Changes in these inputs can affect when incremental capacity becomes billable and therefore may affect the timing of colocation revenue, cost of services and related cash flows.
In addition to converting our existing facilities we are also developing new data center sites, including our recently acquired Hunt County, Texas campus. Both conversion and new site development carry meaningful execution risks, including construction cost variability, equipment lead times, permitting uncertainty, and technical requirements associated with high-density colocation workloads.
Our colocation revenue is currently derived entirely from a single customer, CoreWeave, a provider of HPC services. For the six months ended June 30, 2026, CoreWeave represented approximately 77% of our total revenue. This concentration means that our financial results, liquidity and cash flows are highly dependent on CoreWeave’s continued performance of its obligations under our license agreements, its financial health, and its ongoing demand for our data center capacity.
During the period, CoreWeave entered into assignment and assumption agreements transferring certain license agreements to CW SPV, a special purpose vehicle that is an indirect subsidiary of CoreWeave. CoreWeave remains a primary obligor under those agreements. While we believe this structure supports the long-term stability of these arrangements, the assignment introduces an additional layer of counterparty structure, and our revenue and cash flows remain dependent on performance by entities within the CoreWeave corporate family. Our practical ability to enforce recourse against CoreWeave would depend on its financial condition at the time of any default.
Any material adverse change in CoreWeave’s business, financial condition or ability to perform under our license agreements could have a disproportionate impact on our revenue, results of operations and liquidity. Our deferred revenue balance as of June 30, 2026 includes significant customer prepayments for capacity not yet delivered. To the extent we are unable to deliver contracted capacity on schedule, or if our customer relationship was disrupted, our revenue recognition, deferred revenue obligations and capital recovery could be materially affected.
A key strategic priority is diversifying our customer base by signing new colocation customers. Our ability to do so depends on a number of factors, including the availability and timing of unleased capacity at our facilities, the competitive environment for high-power data center capacity, pricing dynamics in the colocation market, and our ability to demonstrate reliable execution on our existing contract. Until we successfully diversify our customer base, our financial results will remain highly sensitive to the performance of our relationship with CoreWeave.
CORZ insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (2 insiders, 3 trade dates, 19,000 shares, about $342.3K) and open-market sales in 26 filings (1 insider, 26 trade dates, 260,000 shares, about $5.6M; 26 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -241,000 (purchases minus sales); net value about -$5.3M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Duchene Todd M |
Open-market sale |
10,000 | $16.31 | $163.1K |
| 2026-10-01 | Sullivan Adam Taylor |
Shares withheld for tax | 23,508 | $15.98 | $375.7K |
| 2026-10-01 | Duchene Todd M |
Shares withheld for tax | 8,228 | $15.98 | $131.5K |
| 2026-09-28 | Duchene Todd M |
Open-market sale |
10,000 | $16.76 | $167.6K |
| 2026-09-21 | Duchene Todd M |
Open-market sale |
10,000 | $18.37 | $183.7K |
| 2026-09-15 | Weiss Eric Stanton |
Open-market purchase | 6,000 | $16.33 | $98.0K |
| 2026-09-14 | Duchene Todd M |
Open-market sale |
10,000 | $17.14 | $171.4K |
| 2026-09-08 | Duchene Todd M |
Open-market sale |
10,000 | $18.67 | $186.7K |
| 2026-08-31 | Duchene Todd M |
Open-market sale |
10,000 | $16.23 | $162.3K |
| 2026-08-24 | Duchene Todd M |
Open-market sale |
10,000 | $17.45 | $174.5K |
| 2026-08-20 | Crain Elizabeth |
Open-market purchase | 6,000 | $18.33 | $110.0K |
| 2026-08-18 | Weiss Eric Stanton |
Open-market purchase | 7,000 | $19.19 | $134.3K |
| 2026-08-17 | Duchene Todd M |
Shares withheld for tax |
11,205 | $20.13 | $225.6K |
| 2026-08-17 | Duchene Todd M |
Open-market sale |
10,000 | $20.10 | $201.0K |
| 2026-08-10 | Duchene Todd M |
Open-market sale |
9,000 | $19.90 | $179.1K |
| 2026-08-10 | Duchene Todd M |
Open-market sale |
1,000 | $20.65 | $20.6K |
| 2026-08-03 | Duchene Todd M |
Open-market sale |
7,500 | $22.62 | $169.7K |
| 2026-08-03 | Duchene Todd M |
Open-market sale |
1,500 | $21.55 | $32.3K |
| 2026-08-03 | Duchene Todd M |
Open-market sale |
1,000 | $20.39 | $20.4K |
| 2026-07-30 | Adams Mark |
Grant/award | 27,594 | — | — |
| 2026-07-27 | Duchene Todd M |
Open-market sale |
100 | $22.49 | $2.2K |
| 2026-07-27 | Duchene Todd M |
Open-market sale |
1,600 | $21.89 | $35.0K |
| 2026-07-27 | Duchene Todd M |
Open-market sale |
8,300 | $20.75 | $172.2K |
| 2026-07-20 | Duchene Todd M |
Open-market sale |
10,000 | $22.30 | $223.0K |
| 2026-07-16 | Sullivan Adam Taylor |
Shares withheld for tax | 15,584 | $22.72 | $354.1K |
| 2026-07-16 | Duchene Todd M |
Shares withheld for tax | 4,325 | $22.72 | $98.3K |
| 2026-07-13 | Duchene Todd M |
Open-market sale |
300 | $23.01 | $6.9K |
| 2026-07-13 | Duchene Todd M |
Open-market sale |
9,700 | $22.43 | $217.6K |
| 2026-07-06 | Duchene Todd M |
Open-market sale |
10,000 | $22.63 | $226.3K |
| 2026-06-30 | Sullivan Adam Taylor |
Shares withheld for tax | 18,023 | $25.59 | $461.2K |
| 2026-06-30 | Duchene Todd M |
Shares withheld for tax |
5,469 | $25.59 | $140.0K |
| 2026-06-29 | Duchene Todd M |
Open-market sale |
8,800 | $25.99 | $228.7K |
| 2026-06-29 | Duchene Todd M |
Open-market sale |
100 | $27.95 | $2.8K |
| 2026-06-29 | Duchene Todd M |
Open-market sale |
1,100 | $27.42 | $30.2K |
| 2026-06-22 | Duchene Todd M |
Open-market sale |
7,600 | $29.11 | $221.2K |
| 2026-06-22 | Duchene Todd M |
Open-market sale |
2,400 | $29.88 | $71.7K |
| 2026-06-15 | Duchene Todd M |
Open-market sale |
100 | $28.79 | $2.9K |
| 2026-06-15 | Duchene Todd M |
Open-market sale |
9,900 | $28.19 | $279.1K |
| 2026-06-08 | Duchene Todd M |
Open-market sale |
5,500 | $26.64 | $146.5K |
| 2026-06-08 | Duchene Todd M |
Open-market sale |
4,500 | $27.11 | $122.0K |
| 2026-06-01 | Duchene Todd M |
Open-market sale |
5,500 | $28.76 | $158.2K |
| 2026-06-01 | Duchene Todd M |
Open-market sale |
3,200 | $28.27 | $90.5K |
| 2026-06-01 | Duchene Todd M |
Open-market sale |
1,300 | $26.93 | $35.0K |
| 2026-05-26 | Smith Stephen M |
Grant/award | 18,961 | — | — |
| 2026-05-26 | Duchene Todd M |
Open-market sale |
10,000 | $26.25 | $262.5K |
| 2026-05-20 | Nygaard James P Jr |
Grant/award | 120,074 | — | — |
| 2026-05-20 | Duchene Todd M |
Grant/award | 138,547 | — | — |
| 2026-05-18 | Duchene Todd M |
Open-market sale |
9,600 | $23.12 | $222.0K |
| 2026-05-18 | Duchene Todd M |
Open-market sale |
400 | $23.76 | $9.5K |
| 2026-05-11 | Duchene Todd M |
Open-market sale |
2,600 | $22.82 | $59.3K |
| 2026-05-11 | Duchene Todd M |
Open-market sale |
7,400 | $23.39 | $173.1K |
| 2026-05-04 | Duchene Todd M |
Open-market sale |
9,900 | $20.85 | $206.4K |
| 2026-05-04 | Duchene Todd M |
Open-market sale |
100 | $21.53 | $2.2K |
| 2026-04-27 | Duchene Todd M |
Open-market sale |
10,000 | $20.94 | $209.4K |
| 2026-04-20 | Duchene Todd M |
Open-market sale |
10,000 | $19.80 | $198.0K |
| 2026-04-16 | Duchene Todd M |
Shares withheld for tax | 16,741 | $19.08 | $319.4K |
| 2026-04-15 | Sullivan Adam Taylor |
Shares withheld for tax | 87,355 | $19.08 | $1.7M |
| 2026-04-13 | Duchene Todd M |
Open-market sale |
400 | $18.99 | $7.6K |
| 2026-04-13 | Duchene Todd M |
Open-market sale |
9,600 | $18.61 | $178.7K |
Well-known investors holding CORZ (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 10,275,907 | $263.0M | 0.2% | Added 84% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 9,249,458 | $173.9M | 0.27% | Added 9% |
| Oaktree Capital Management (Howard Marks) | 2026-06-30 | 4,993,708 | $127.8M | 2.41% | Reduced 47% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 4,041,333 | $103.4M | 0.06% | Reduced 34% |
| Millennium Management (Israel Englander) | 2026-06-30 | 3,508,207 | $89.8M | 0.06% | Added 193% |
| D. E. Shaw & Co. | 2026-06-30 | 3,345,544 | $85.6M | 0.05% | Added 5355% |
| Renaissance Technologies | 2026-06-30 | 3,319,363 | $84.9M | 0.12% | Added 56% |
| Soros Fund Management | 2026-06-30 | 2,235,000 | $42.0M | 0.55% | Added 156% |
| Tiger Global Management (Chase Coleman) | 2026-06-30 | 817,000 | $20.9M | 0.09% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 689,464 | $10.3M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 82,686 | $2.1M | 0.0% | Reduced 11% |
| Third Point (Dan Loeb) | 2026-06-30 | 54,000 | $1.4M | 0.03% | New position |
| Soros Fund Management | 2026-06-30 | 35,147 | $899.4K | 0.01% | Reduced 89% |