What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-03-02 compared with 2026-03-02 · 276 added, 405 removed, 755 unchanged (47% of the section changed)

3 unchanged sentences

(in thousands, except par value)

June 30, 2025 (As Restated)

March 31, 2025 (As Restated)

Assets (Unaudited)

2 unchanged sentences

Restricted cash 783 783

Accounts receivable 1,018 1,025

Digital assets 80,646 23,893

Customer funding receivable and other current assets

250,643 43,089

Prepaid expenses and other current assets 52,789 42,064

Total Current Assets 833,178 903,962

6 unchanged sentences

Accounts payable $ 6,328 $ 19,265

Accrued expenses 180,641 64,670

Accrued expenses and other current liabilities 95,492 69,230

Deferred revenue 60,872 18,134

Other current liabilities

Operating lease liabilities, current portion 9,982 9,974

Finance lease liabilities, current portion 1,161 1,669

Notes payable, current portion

16,214 16,290

Contingent value rights, current portion

Total Current Liabilities 195,510 134,562

Operating lease liabilities, net of current portion 94,953 97,843

Convertible and other notes payable, net of current portion

1,071,843 1,073,990

Contingent value rights, net of current portion

Warrant liabilities

7 unchanged sentences

2,000,000 shares authorized;

none issued and outstanding at June 30, 2025 and December 31, 2024

none issued and outstanding at March 31, 2025 and December 31, 2024

Common stock;

$ 0.00001 par value;

10,000,000 shares authorized at June 30, 2025 and December 31, 2024;

303,146 and 292,606 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

10,000,000 shares authorized at March 31, 2025 and December 31, 2024;

299,087 and 292,606 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 2,973,015 2,915,035

2 unchanged sentences

Total Liabilities and Stockholders’ Deficit $ 1,498,060 $ 1,475,946

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

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended March 31,

2025 (As Restated)

2 unchanged sentences

Digital asset hosted mining revenue from customers

5,644 24,840 9,417 54,172

Colocation revenue

10,560 5,519 19,133 5,519

Total revenue

4 unchanged sentences

Cost of digital asset hosted mining services

4,584 17,393 6,620 37,474

Cost of Colocation services

9,430 4,891 17,536 4,891

Total cost of revenue

71,312 101,645

5,025 38,817 13,238 116,463

(Increase) decrease in fair value of digital assets

( 29,797 ) 584 ( 19,109 ) 41

Decrease in fair value of energy derivatives

— 539 — 2,757

Loss (gain) on disposal of property, plant and equipment

4,166 ( 268 ) 4,172 3,552

Impairment of property, plant and equipment

— 97,261 — 97,261

Change in fair value of digital assets

Gain from sales of digital assets

Change in fair value of energy derivatives

Losses on disposal of property, plant and equipment

Selling, general and administrative

44,557 16,924

Operating loss

Operating (loss) income

( 47,038 ) 55,227

Non-operating expense (income), net:

Non-operating expenses (income), net:

Loss on debt extinguishment

1,377 120 1,377 170

Interest (income) expense, net

4 unchanged sentences

Other non-operating expense, net

207 401 364 2,147

Total non-operating expense, net

Total non-operating income, net

( 623,494 ) ( 155,670 )

Loss before income taxes

Income before income taxes

576,456 210,897

1 unchanged sentence

$ 576,251 $ 210,691

Net income per share (Note 12)

$ 1.42 $ 0.91

Net loss per share (Note 13) - basic and diluted

$ 1.24 $ 0.78

Weighted average shares outstanding - basic and diluted

Weighted average shares outstanding

315,186 230,954

363,314 282,531

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

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three and Six Months Ended June 30, 2025

For the Three Months Ended March 31, 2025

(in thousands)

5 unchanged sentences

Shares Amount

Balance at March 31, 2025 (As Restated)

299,087 3 2,973,015 ( 3,281,836 ) ( 308,818 )

— — — ( 936,799 ) ( 936,799 )

Stock-based compensation — — 24,346 — 24,346

Restricted stock awards issued, net of shares withheld for tax withholding obligations 1,499 — — — —

Equity issuance costs

— — ( 21 ) — ( 21 )

Exercise of warrants

2,560 $ — 29,305 — 29,305

Balance at June 30, 2025 (As Restated)

303,146 $ 3 $ 3,026,645 $ ( 4,218,635 ) $ ( 1,191,987 )

Common Stock Additional

Paid-In Capital Accumulated

Deficit Total

Stockholders’

(Deficit) Equity

Shares Amount

Balance at December 31, 2024

3 unchanged sentences

Restricted stock awards issued, net of shares withheld for tax withholding obligations 2,981 — ( 50 ) — ( 50 )

Equity issuance costs

— — ( 21 ) — ( 21 )

Exercise of warrants

3,500 $ — 41,625 — 41,625

Balance at June 30, 2025 (As Restated)

303,146 $ 3 $ 3,026,645 $ ( 4,218,635 ) $ ( 1,191,987 )

See accompanying notes to unaudited condensed consolidated financial statements.

Core Scientific, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended June 30, 2024

(in thousands)

Common Stock Additional

Paid-In Capital Accumulated

Deficit Total

Stockholders’

Shares Amount

Balance at March 31, 2024 182,237 $ 2 $ 1,891,011 $ ( 2,209,522 ) $ ( 318,509 )

— — — ( 902,157 ) ( 902,157 )

Stock-based compensation — — 8,494 — 8,494

Issuance of new common stock in connection with emergence

79 — 399 — 399

Restricted stock awards issued, net of tax withholding obligations

115 — ( 4 ) — ( 4 )

Exercise of warrants

54 — 420 — 420

Issuance of new common stock for New Secured Convertible Notes conversion

4,525 — 26,545 — 26,545

Issuance of new common stock for PIK interest

Balance at March 31, 2025 (As Restated)

299,087 $ 3 $ 2,973,015 $ ( 3,281,836 ) $ ( 308,818 )

Balance at June 30, 2024 187,892 $ 2 $ 1,930,542 $ ( 3,111,679 ) $ ( 1,181,135 )

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Six Months Ended June 30, 2024

For the Three Months Ended March 31, 2024

(in thousands)

8 unchanged sentences

386,883 36 1,823,260 ( 2,420,213 ) ( 596,917 )

Net loss — — — ( 691,466 ) ( 691,466 )

— — — 210,691 210,691

Stock-based compensation — — ( 1,060 ) — ( 1,060 )

17 unchanged sentences

Restricted stock awards forfeited ( 40 ) — — — —

Exercise of warrants

54 — 420 — 420

Issuance of new common stock for New Secured Convertible Notes conversion

4,525 — 26,545 — 26,545

Issuance of new common stock for PIK interest

882 — 3,677 — 3,677

Balance at June 30, 2024 187,892 $ 2 $ 1,930,542 $ ( 3,111,679 ) $ ( 1,181,135 )

Balance at March 31, 2024 182,237 $ 2 $ 1,891,011 $ ( 2,209,522 ) $ ( 318,509 )

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Three Months Ended March 31,

2025 (As Restated)

1 unchanged sentence

$ 576,251 $ 210,691

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation and amortization 19,731 28,996

Losses on disposal of property, plant and equipment

Impairment of property, plant and equipment

Amortization of operating lease right-of-use assets 2,676 770

Stock-based compensation 16,185 ( 1,060 )

Digital asset self-mining revenue

( 129,769 ) ( 260,701 )

Digital asset self-mining and shared hosting revenue ( 67,441 ) ( 149,959 )

Proceeds from sale of digital assets generated by self-mining and shared hosting revenues 1 — 152,810

(Increase) decrease in fair value of digital assets

( 19,109 ) 41

Decrease in fair value of energy derivatives

Increase in fair value of warrant liabilities

289,400 809,320

Decrease in fair value of contingent value rights

( 906 ) ( 73,379 )

Change in fair value of digital assets 10,688 —

Gain from sale of digital assets — ( 543 )

Change in fair value of energy derivatives — ( 797 )

Change in fair value of warrant liabilities ( 634,280 ) ( 18,390 )

Change in fair value of contingent value rights 12,816 ( 41,724 )

Loss on debt extinguishment

1 unchanged sentence

Non-cash reorganization items — ( 143,791 )

Non-cash PIK interest expense — 2,339

Changes in operating assets and liabilities:

Customer funding receivable and other current assets

Accounts receivable, net 6 ( 106 )

Prepaid expenses and other current assets ( 10,469 ) ( 5,989 )

Accounts payable ( 14,295 ) ( 9,735 )

Accrued expenses

( 9,792 ) ( 46,257 )

Accrued expenses and other 2,712 ( 10,351 )

Deferred revenue from colocation services

5 unchanged sentences

Purchases of property, plant and equipment ( 83,980 ) ( 31,894 )

Proceeds from sales of property and equipment 1,671 —

Purchase of equity investments ( 5,000 ) —

4 unchanged sentences

Principal payments on debt ( 3,955 ) ( 13,702 )

Debt extinguishment payments

Proceeds from exercise of warrants 266 —

10 unchanged sentences

$ 698,725 $ 114,276

Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:

Cash and cash equivalents $ 697,942 $ 98,125

Restricted cash 783 16,151

Total cash, cash equivalents and restricted cash $ 698,725 $ 114,276

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

6 unchanged sentences

(“Core Scientific” or the “Company”) is a leader in digital infrastructure for high-density colocation services and digital asset mining of bitcoin.

We operate dedicated, purpose-built facilities for high-density colocation services and are a premier provider of digital infrastructure, software solutions and services to our third-party customers.

We employ our own fleet of computers (“miners”) to earn digital assets for our own account and we are in the process of converting most of our existing facilities to support artificial intelligence workloads and next generation colocation services.

We operate dedicated, purpose-built facilities for digital asset mining and are a premier provider of digital infrastructure, software solutions and services to our third-party customers.

We employ our own large fleet of computers (“miners”) to earn digital assets for our own account.

We provide hosting services for large bitcoin mining customers and are in the process of allocating and converting a significant portion of our ten data centers in Alabama ( 1 ), Georgia ( 2 ), Kentucky ( 1 ), North Carolina ( 1 ), North Dakota ( 1 ), Oklahoma ( 1 ), and Texas ( 3 ) to support artificial intelligence-related workloads under a series of contracts that entail the modification of certain of our data centers to deliver next generation colocation services.

We derive the majority of our revenue from earning bitcoin for our own account (“self-mining”).

Our facilities are located in Alabama ( 1 ), Georgia ( 2 ), Kentucky ( 1 ), North Carolina ( 1 ), North Dakota ( 1 ), Oklahoma ( 1 ), and Texas ( 3 ).

The Company has historically focused on designing, developing and operating digital infrastructure to engage in digital asset mining for its own account and providing hosting solutions for third-party digital asset miners.

Beginning on March 6, 2024, we announced a series of new contractual agreements with CoreWeave, Inc.

(“CoreWeave”), a third-party provider of high-performance computing (“HPC”) operations for customers using specialized graphics processing units (“GPUs”).

Beginning on March 6, 2024, we announced a series of new contractual agreements with CoreWeave, Inc., a third-party provider of high-performance computing (“HPC”) operations for customers using specialized graphics processing units (“GPUs”).

These new agreements leverage the Company’s existing digital infrastructure and expertise in third-party hosting solutions.

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— “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025.

On January 23, 2024 (the “Effective Date”), the Company emerged from bankruptcy when the conditions to the effectiveness of the Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc.

and its Debtor Affiliates (with Technical Modifications) (the “Plan of Reorganization”) were satisfied or waived.

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 our Annual Report on Form 10-K for the year ended December 31, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Basis of Presentation

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The accompanying unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period.

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

liabilities, stock-based compensation, the fair value of derivative liabilities, and income taxes.

Use of Estimates

Some of the more significant estimates include assumptions used in the valuation of digital assets, property, plant and equipment, the initial measurement of lease liabilities, stock-based compensation, the fair value of derivative liabilities, and income taxes.

These estimates are based on information available as of the date of the financial statements;

2 unchanged sentences

Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of acquisition.

As of June 30, 2025 and December 31, 2024, the Company had cash and cash equivalents of $ 581.3 million and $ 836.2 million, respectively, substantially all of which exceeded Federal Deposit Insurance Corporation insured limits.

Cash equivalents included $ 576.4 million and $ 832.2 million of highly liquid money market funds as of June 30, 2025 and December 31, 2024.

Restricted cash consisted of a deposit held at a lender’s bank in accordance with the terms of a note agreement.

As of March 31, 2025 and December 31, 2024, the Company had cash and cash equivalents of $ 697.9 million and $ 836.2 million, respectively, substantially all of which exceeded Federal Deposit Insurance Corporation insured limits.

Cash equivalents included $ 672.6 million and $ 832.2 million of highly liquid money market funds as of March 31, 2025 and December 31, 2024, respectively, which are classified as Level 1 within the fair value hierarchy.

Restricted cash consists of a deposit held at a lender’s bank in accordance with the terms of a note agreement.

Digital Assets

The following table presents a roll-forward of total digital assets for the six months ended June 30, 2025 and 2024 (in thousands):

June 30, 2025 June 30, 2024

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income (loss).

The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024, with early adoption permitted.

The Company’s digital assets are within the scope of ASU 2023-08 and the Company elected to early adopt the new standard prospectively effective January 1, 2024.

The transition guidance requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any difference between the carrying amount of the Company’s digital assets and fair value.

The early adoption did not have a material impact on the Company’s condensed consolidated financial statements.

The Company intends to optimize cash received from bitcoin mining which may entail, subject to market conditions, holding bitcoin for future sale at any particular point in time.

Digital assets are classified as current assets on the Company’s condensed consolidated balance sheets, reflecting management's current intent and expectation to convert these assets to cash within the next year.

The classification of digital assets is evaluated regularly, and any change in management's intent or expectations regarding the timing of conversion to cash could result in a reclassification of these assets.

Sales of digital assets awarded to the Company through its self-mining activities are classified as cash flows from operating activities if sold nearly immediately.

The Company does not have any off-balance sheet holdings of digital assets and does not safeguard digital assets for third parties.

The Company tracks its cost basis of digital assets in accordance with the first-in-first-out method of accounting.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s digital assets have active markets with observable prices and their fair value measurements are considered Level 1.

The following table presents a roll-forward of total digital assets for the three months ended March 31, 2025, and the three months ended March 31, 2024 (under the prospectively adopted ASU 2023-08 fair value model) (in thousands):

March 31, 2025 March 31, 2024

Digital assets, beginning of period

7 unchanged sentences

— ( 160,777 )

Increase (decrease) in fair value of digital assets

19,109 ( 41 )

Change in fair value of digital assets

Gain from sales of digital assets — 543

Payment of board fee

Digital assets, end of period

$ 172,772 $ —

1 Reflects the impact of the Company’s adoption of Accounting Standards Update (“ASU”) 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) effective January 1, 2024.

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

As of June 30, 2024 and December 31, 2023, there was $ 0.8 million and $ 1.7 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

2 As of March 31, 2025 and December 31, 2024, there was $ 0.6 million and $ 0.9 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

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

June 30, 2025 1,612 $ 154,755 $ 172,772

March 31, 2025 977 $ 92,431 $ 80,646

December 31, 2024 256 $ 24,991 $ 23,893

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Property, Plant and Equipment, Net

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The Company records contract liabilities in Deferred revenue on the condensed consolidated balance sheets when cash payments are received in advance of performance and recognizes them as revenue when the performance obligations are satisfied.

The Company’s total deferred revenue balance as of June 30, 2025 and December 31, 2024, was $ 150.1 million and $ 18.1 million, respectively.

During the three and six months ended June 30, 2025, the Company recognized $ 1.0 million and $ 1.3 million, respectively, of revenue that was included in the deferred revenue balance as of the beginning of the year.

During the three and six months ended June 30, 2024, the Company recognized $ 0.1 million and $ 6.5 million, respectively, of revenue that was included in the deferred revenue balance as of the beginning of the year.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Company’s total deferred revenue balance as of March 31, 2025 and December 31, 2024, was $ 60.9 million and $ 18.1 million, respectively.

During the three months ended March 31, 2025, the Company recognized $ 0.3 million of revenue that was included in the deferred revenue balance as of the beginning of the year.

During the three months ended March 31, 2024, the Company recognized $ 6.4 million of revenue that was included in the deferred revenue balance as of the beginning of the year.

Advanced payments are typically recognized in the following month for hosted mining services and are generally recognized within 30 months of license order commencement for colocation services.

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The non-cash consideration that we are entitled to for providing hash calculations to the pool operator under the FPPS payout method is made up of block rewards and transaction fees less pool operator expenses determined as follows:

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

• The non-cash consideration in the form of a block reward is based on the total blocks expected to be generated on the Bitcoin Network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula:

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The Company does not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the non-cash consideration on the same day that control is transferred, which is the same day as contract inception.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

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Hosting Services

The Company enters into contracts that include hosting services, for which revenue is recognized as services are performed on a variable basis.

The Company regularly enters contracts that include hosting services, for which revenue is recognized as services are performed on a variable basis.

The Company performs hosting services that enable customers to run blockchain and other high-performance computing operations.

5 unchanged sentences

The term between invoicing and when payment is due typically does not exceed 30 days.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Revenue Recognition - Colocation Revenue

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The lease components are the predominant components in our current licensing arrangements and the single combined component in these arrangements are accounted for under the operating lease guidance of ASC Topic 842.

Recognition of Colocation lease revenue begins when we determine the asset has been made available for the customer’s use.

We have concluded that it is probable that substantially all of the payments will be collected over the term of the arrangements and recognize the total combined component license payments under the agreements on a straight-line basis over the non-cancellable term.

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

We commence recognition of lease revenue when control of the leased space is transferred to the customer, which we determine to be the point at which the underlying space is available for the customer’s exclusive use.

Certain licensing arrangements provide for variable payments for power delivery services and maintenance services on customer assets and reimbursements for lessor costs such as taxes.

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Variable lease payments are presented on a gross basis and are included in Colocation revenue in the condensed consolidated statements of operations.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Performance Obligation Commitments

1 unchanged sentence

The Company has performance obligations associated with commitments in customer digital asset hosted mining contracts for future services that have not yet been recognized in the financial statements.

As of June 30, 2025, for contracts with original terms that exceed one year (ranging from 15 to 24 months), we expect to recognize approximately $ 3.4 million of revenue in the future related to performance obligations associated with existing hosted mining contracts.

As of March 31, 2025, for contracts with original terms that exceed one year (ranging from 15 to 24 months), we expect to recognize approximately $ 5.4 million of revenue in the future related to performance obligations associated with existing hosted mining contracts.

The Company expects to recognize approximately 100 % of this amount over the next 12 months.

Stock Based Compensation

The Company grants performance and market conditioned restricted stock units (“PSUs”) to certain executives as part of its long-term equity compensation program.

Each PSU has service conditions and either market or performance conditions that are subject to respective graded vesting schedules.

Each tranche in the respective graded vesting schedule is a separate award for accounting purposes and the Company applies the accelerated attribution method to recognize compensation expense.

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

PSU tranches with market conditions, such as the relative total shareholder return (“RTSR”) metric, are measured on the grant date using a Monte Carlo simulation model.

PSU tranches with performance conditions are measured using the grant date fair value of the Company’s common stock and are expensed only when the performance condition is deemed probable of achievement.

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

The Company is subject to income taxes mainly in the jurisdictions in which it provides various infrastructure, technology and hosting services.

The Company’s tax position requires significant judgment in order to properly evaluate and quantify tax positions and to determine the provision for income taxes.

The Company uses the assets and liabilities method to account for income taxes, which requires that deferred tax assets and deferred tax liabilities be determined based on the differences between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the years in which the differences are expected to be reversed.

The Company estimates its actual current tax expense, including permanent charges and benefits, and the temporary differences resulting from differing treatment of items, for tax and financial accounting purposes.

The Company assesses whether it is more likely than not that its deferred tax assets will be realized by considering both positive and negative evidence.

If the Company believes that recovery of these deferred tax assets is not more likely than not, the Company establishes a valuation allowance.

Significant judgment is required in determining any valuation allowance recorded against deferred tax assets.

In assessing the need for a valuation allowance, the Company considered all available evidence, including recent operating results, projections of future taxable income, the reversal of taxable temporary differences, and the feasibility of tax planning strategies.

GAAP sets forth a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any.

The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.

Interest and penalties related to unrecognized tax benefits are included within Income Tax Expense.

Accrued interest and penalties are included in the related tax liability line in the Company’s condensed consolidated balance sheets.

The Company adjusts its reserves for tax positions in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate based on new facts or changes in tax laws.

To the extent that the final tax outcome of these matters is different than the amounts recorded, the differences are recorded as adjustments to the provision for income taxes in the period in which such determination is made.

The provision (benefit) for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

The Company’s future effective tax rates could be adversely affected by changes in the valuation of the Company’s deferred tax assets or liabilities, or changes in tax laws, regulations, accounting principles or interpretations thereof.

In addition, the Company is subject to examination of income tax returns by various tax authorities.

The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provisions for income taxes.

Core Scientific, Inc.

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however, retrospective application is also permitted.

The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures.

There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s unaudited condensed consolidated financial statements.

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The Company assessed the materiality of the errors, individually and in the aggregate, and concluded that the errors were material to the previously issued consolidated financial statements and condensed consolidated financial statements set forth above and such previously issued financial statements should no longer be relied upon.

As a result, the Company is restating herein its previously issued condensed consolidated financial statements as of and for the three and six months ended June 30, 2025.

The cumulative impact of the errors on the condensed consolidated balance sheet as of June 30, 2025 resulted in an overstatement of property, plant and equipment, net of approximately $ 127.3 million and a corresponding understatement of accumulated deficit of the same amount.

The impact on the condensed consolidated statements of operations for the six months ended June 30, 2025 was an understatement of selling, general and administrative expense of approximately $ 4.4 million.

As a result, the Company is restating herein its previously issued condensed consolidated financial statements as of and for the three months ended March 31, 2025.

The cumulative impact of the errors on the condensed consolidated balance sheet as of March 31, 2025 resulted in an overstatement of property, plant and equipment, net of approximately $127.3 million and a corresponding understatement of accumulated deficit of the same amount.

The impact on the condensed consolidated statements of operations for the three months ended March 31, 2025 was an understatement of selling, general and administrative expense of approximately $4.4 million.

The restatement had no impact on total net cash flows;

6 unchanged sentences

Condensed Consolidated Balance Sheets

June 30, 2025 (Unaudited)

March 31, 2025 (Unaudited)

Property, plant and equipment, net $ 650,291 $ ( 127,311 ) $ 522,980

6 unchanged sentences

Condensed Consolidated Statements of Operations

For the Six Months Ended June 30, 2025

For the Three Months Ended March 31, 2025

Selling, general and administrative

2 unchanged sentences

( 42,596 ) ( 4,442 ) ( 47,038 )

Loss before income taxes

Income before income taxes

580,898 ( 4,442 ) 576,456

$ 580,693 $ ( 4,442 ) $ 576,251

Net loss per share, basic and diluted

Net income per share

$ 1.44 $ ( 0.02 ) $ 1.42

$ 1.25 $ ( 0.01 ) $ 1.24

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025

For the Three Months Ended March 31, 2025

Cash flows from Operating Activities:

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PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment, net as of June 30, 2025 and December 31, 2024 consist of the following (in thousands):

June 30, 2025 (As Restated)

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

March 31, 2025 (As Restated)

December 31, 2024 Estimated Useful Lives

6 unchanged sentences

Electrical equipment 2

70,778 74,077 15 years

73,719 74,077 5 to 15 years

Other property, plant and equipment 3

10 unchanged sentences

Land is not depreciated.

2 Includes finance lease assets of $ 7.9 million and $ 8.5 million at June 30, 2025 and December 31, 2024, respectively.

3 Includes accumulated amortization for assets under finance leases of $ 2.9 million and $ 3.0 million at June 30, 2025 and December 31, 2024, respectively.

Depreciation expense, including amortization of finance lease assets, for the three months ended June 30, 2025 and 2024, was $ 18.6 million and $ 29.3 million, respectively, and for the six months ended June 30, 2025 and 2024, was $ 38.1 million and $ 58.1 million, respectively.

BALANCE SHEET COMPONENTS

Customer funding receivable and other current assets as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025

December 31, 2024

Customer funding receivable

$ 230,672 $ 7,442

19,971 35,647

Total customer funding receivable and other current assets

$ 250,643 $ 43,089

Customer funding receivable represents amounts due from our customer for construction related payables and accrued expenses incurred on their behalf.

The Company collects these amounts from the customer prior to payment to vendors.

As of June 30, 2025, approximately $ 150.1 million of the related obligations were included in accounts payable and approximately $ 80.6 million were included in accrued expenses.

Accrued expenses as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025

December 31, 2024

Accrued customer funded construction

Accrued capital expenditures 67,643 12,106

32,380 52,564

Total accrued expenses

$ 180,641 $ 64,670

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

2 Includes finance lease assets of $ 8.5 million and $ 8.5 million at March 31, 2025 and December 31, 2024, respectively.

3 Includes finance lease assets of $ 0.4 million and $ 0.4 million at March 31, 2025 and December 31, 2024, respectively.

4 Includes accumulated amortization for assets under finance leases of $ 3.2 million and $ 3.0 million at March 31, 2025 and December 31, 2024, respectively.

Depreciation expense, including amortization of finance lease assets, for the three months ended March 31, 2025 and 2024, was $ 19.5 million and $ 28.8 million, respectively.

Lessee Accounting

The components of operating and finance leases are presented on the Company’s condensed consolidated balance Sseets as follows (in thousands):

Financial statement line item June 30, 2025 December 31, 2024

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

Financial statement line item March 31, 2025 December 31, 2024

Operating lease right-of-use assets Operating lease right-of-use assets $ 111,203 114,472

1 unchanged sentence

Operating lease liabilities,

current portion Other current liabilities

$ 10,438 9,974

current portion Operating lease liabilities,

current portion $ 9,982 9,974

Operating lease liabilities, net

of current portion Other noncurrent liabilities

$ 92,229 97,843

Finance lease liabilities, current portion Other current liabilities $ 547 1,669

of current portion Operating lease liabilities, net

of current portion $ 94,953 97,843

Finance lease liabilities, current portion Finance lease liabilities, current portion $ 1,161 1,669

Finance lease liabilities, net of

current portion Other noncurrent liabilities

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Three Months Ended June 30,

Financial statement line item 2025 2024

Operating lease expense Cost of Colocation services $ 3,402 $ 3,096

Operating lease expense Cost of digital asset self-mining

Operating lease expense Cost of digital asset hosted mining services

Operating lease expense Selling, general and administrative expenses

Short-term lease expense Cost of digital asset self-mining

Variable lease expense

Cost of Colocation services 304 —

Finance lease expense:

Amortization of right-of-use assets Cost of digital asset self-mining

Interest on lease liabilities Interest expense, net 30 119

Total finance lease expense 200 434

Total lease expense $ 5,547 $ 4,996

Six Months Ended June 30,

Three Months Ended March 31,

Financial statement line item 2025 2024

11 unchanged sentences

Total lease expense $ 5,534 $ 2,790

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

June 30, 2025 June 30, 2024

March 31, 2025 March 31, 2024

Weighted Average Remaining Lease Term (Years)

5 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Three Months Ended March 31,

Lease Payments

3 unchanged sentences

Supplemental Noncash Information

Operating lease right-of-use assets obtained in exchange for lease obligations $ 109 $ — $ 109 $ —

Decrease in operating right-of-use assets due to lease modification

$ ( 593 ) $ —

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at March 31, 2025, and thereafter (in thousands):

Operating Leases

10 unchanged sentences

Total $ 104,935 $ 1,164

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Lessor Accounting

1 unchanged sentence

The manner in which we recognize these transactions in our financial statements is described in Note 2 — Summary of Significant Accounting Policies, Revenue Recognition — Colocation Revenue .

There was no lease revenue during the three months ended March 31, 2024.

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Three Months Ended

March 31, 2025

Lease Revenue

Operating lease revenue

$ 7,010 $ 3,818 $ 13,005 $ 3,818

Variable lease revenue

3,550 1,701 6,128 1,701

Total lease revenue

The following table represents the maturity analysis of commenced minimum operating lease payments expected to be received at June 30, 2025, and thereafter (in thousands):

The following table represents the maturity analysis of commenced minimum operating lease payments expected to be received at March 31, 2025, and thereafter (in thousands):

Operating Leases (1)

2 unchanged sentences

Total $ 151,521

(1) Operating lease payments expected to be received excludes $ 9.83 billion in total future noncancellable minimum lease payments for operating leases that have not yet commenced at June 30, 2025, which have initial lease terms of 12 years from commencement.

(1) Operating lease payments expected to be received excludes $ 10.0 billion in total future noncancellable minimum lease payments for operating leases that have not yet commenced at March 31, 2025, which have lease terms of 12 years from commencement.

Core Scientific, Inc.

1 unchanged sentence

CONVERTIBLE AND OTHER NOTES PAYABLE

Notes payable as of June 30, 2025 and December 31, 2024, consists of the following (in thousands):

Notes payable as of March 31, 2025 and December 31, 2024, consists of the following (in thousands):

Stated Interest Rate

Effective Interest Rates

Maturities June 30, 2025 December 31, 2024

Maturities March 31, 2025 December 31, 2024

Convertible Notes:

2031 Convertible Notes — % 0.4 % 2031

625,000 625,000

2029 Convertible Notes 3.0 % 3.7 % 2029

460,000 460,000

Equipment and Settlement:

13 unchanged sentences

current portion

16,214 16,290

Convertible and other notes payable, net of current portion

$ 1,071,843 $ 1,073,990

During the three months ended June 30, 2025, the Company fully repaid five higher-interest debt facilities, including the Bremer loan, Didado note, HMC note, Harper note, and Trilogy note, totaling approximately $ 26.6 million in principal.

The repayment resulted in a $ 1.4 million loss on debt extinguishment.

Interest expense on the 2029 Convertible Notes and 2031 Convertible Notes (together “Convertible Notes”) was as follows (in thousands):

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Three Months Ended March 31, 2025

Coupon interest

$ 3,450 $ 6,900

Amortization of debt discount and issuance costs

$ 4,754 $ 9,501

Maturities on convertible and other notes payable, gross of unamortized discounts, are as follows (in thousands):

4 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

WARRANT LIABILITIES

CONTINGENT VALUE RIGHTS AND WARRANT LIABILITIES

Contingent Value Rights Agreement

On the Effective Date, under the terms of the Plan of Reorganization, the Company entered into the Contingent Value Rights Agreement and recorded the liabilities at fair value as of the Effective Date.

Pursuant to the Contingent Value Rights Agreement, the Company issued 51,783,625 CVRs to holders of the Company’s Convertible Notes (in such capacity, the “Payees”) who received common stock, par value $ 0.00001 per share (the “New Common Stock”) in an aggregate amount of 51,783,625 shares of New Common Stock (the “Corresponding New Common Stock”).

The CVRs require the Company to make payments to each Payee, of:

• (i) at the first testing date, cash equal to such Payee’s pro rata share (the “Year 1 Contingent Payment Obligation”) of the lesser of (a) $ 43,333,333.33 and (b) the difference between (1) $ 260,000,000 and (2) the fair market value of the Corresponding New Common Stock (the “First Anniversary Payment Amount”);

provided that the Year 1 Contingent Payment Obligation will be extinguished if the fair market value of the Corresponding New Common Stock is equal to or in excess of $ 260,000,000 with respect to the first testing date.

On January 23, 2025, the first testing date, the fair market value of the Corresponding New Common Stock was in excess of $ 260,000,000 and the Year 1 Contingent Payment Obligation was extinguished.

• (ii) at the second testing date, January 23, 2026, cash or New Common Stock (or a combination of cash and New Common Stock), in the Company’s sole discretion, equal to such Payee’s pro rata share (the “Year 2 Contingent Payment Obligation”) of the lesser of (a) $ 43,333,333.33 and (b) the difference between (1) $ 260,000,000 minus the First Anniversary Payment Amount and (2) the fair market value of the Corresponding New Common Stock (the “Second Anniversary Payment Amount”);

provided that the Year 2 Contingent Payment Obligation will be extinguished if the fair market value of the Corresponding New Common Stock is equal to or in excess of $ 260,000,000 minus the First Anniversary Payment Amount, if any, with respect to the second testing date.

As of March 31, 2025, the estimated fair value of the Year 2 Contingent Payment Obligation was approximately $ 5.5 million.

• (iii) at the third testing date, January 23, 2027, cash or New Common Stock (or a combination of cash and New Common Stock), in the Company’s sole discretion, equal to such Payee’s pro rata share (the “Year 3 Contingent Payment Obligation”) of the lesser of (a) $ 43,333,333.33 and (b) the difference between (1) $ 260,000,000 minus the sum of the First Anniversary Payment Amount and the Second Anniversary Payment Amount and (2) the fair market value of the Corresponding New Common Stock (the “Third Anniversary Payment Amount”);

provided that the Year 3 Contingent Payment Obligation will be extinguished if the fair market value of the Corresponding New Common Stock is equal to or in excess of $ 260,000,000 minus (1) the First Anniversary Payment amount, if any and (2) the Second Anniversary Payment Amount, if any, with respect to the third testing date.

As of March 31, 2025, the estimated fair value of the Year 3 Contingent Payment Obligation was approximately $ 11.6 million.

Warrant Agreement

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

On the Effective Date, pursuant to the Plan of Reorganization and the confirmation order entered into on January 16, 2024 by the United States Bankruptcy Court for the Southern District of Texas, which, among other things, confirmed the Plan of Reorganization, the Company entered into a warrant agreement (the “Warrant Agreement”) providing for the issuance of 98,313,313 warrants, each exercisable for one share of New Common Stock at an exercise price of $ 6.81 per share (the “Tranche 1 Warrants”), and 81,927,898 warrants, each exercisable for one share of New Common Stock at an exercise price of $ 0.01 per share (the “Tranche 2 Warrants” and, together with the Tranche 1 Warrants, the “Warrants”).

The Tranche 1 Warrants expire on January 23, 2027, and the Tranche 2 Warrants expire on January 23, 2029.

During the three and six months ended June 30, 2025, 0.1 million and 0.1 million Tranche 1 Warrants were exercised, respectively, which resulted in cash receipts of $ 0.3 million and $ 0.6 million.

As of June 30, 2025, there were 97.5 million unexercised Tranche 1 Warrants.

During the three and six months ended June 30, 2025, 2.5 million and 5.9 million Tranche 2 Warrants were exercised, respectively, which resulted in immaterial cash receipts.

As of June 30, 2025, there were 15.1 million unexercised Tranche 2 Warrants.

During the three months ended March 31, 2025, 0.1 million Tranche 1 Warrants were exercised, which resulted in cash receipts of $ 0.5 million.

As of March 31, 2025, there were 97.6 million unexercised Tranche 1 Warrants.

During the three months ended March 31, 2025, 3.4 million Tranche 2 Warrants were exercised, which resulted in immaterial cash receipts.

As of March 31, 2025, there were 17.6 million unexercised Tranche 2 Warrants.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

During the three and six months ended June 30, 2025, a decrease in fair value of contingent value rights of $ 13.7 million and $ 0.9 million, respectively, was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.

During the three and six months ended June 30, 2025, an increase in fair value of Warrants of $ 923.7 million and $ 289.4 million, respectively, was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.

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

During the three months ended March 31, 2025, an increase in fair value of CVRs of $ 12.8 million was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.

During the three months ended March 31, 2025, a decrease in fair value of Warrants of $ 634.3 million was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.

The following presents the levels of the fair value hierarchy for the Company's assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 (in thousands):

Fair Value Hierarchy

7 unchanged sentences

Contingent value rights $ 17,089 $ — $ — $ 17,089

$ 3,366 $ — $ — $ 3,366

Warrants 421,902 — — 421,902

Total liabilities measured at fair value on a recurring basis $ 438,991 $ — $ — $ 438,991

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following presents the levels of the fair value hierarchy for the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 (in thousands):

8 unchanged sentences

Contingent value rights $ 4,272 $ — $ — $ 4,272

$ 4,272 $ — $ — $ 4,272

Warrants 1,097,285 — — 1,097,285

Total liabilities measured at fair value on a recurring basis $ 1,101,557 $ — $ — $ 1,101,557

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Financial Instruments Not Carried at Fair Value

The Convertible Notes are recorded at amortized cost in the condensed consolidated balance sheets.

The fair value is disclosed for informational purposes only in accordance with ASC 825-10, Financial Instruments, and is determined using trading activity in over-the-counter markets.

The following tables present the carrying amounts and estimated fair values of the Convertible Notes as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

The fair value is disclosed for informational purposes only in accordance with ASC 825-10, Financial Instruments .

The following tables present the carrying amounts and estimated fair values of the Convertible Notes as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

Carrying Amount

Fair Value Fair Value Hierarchy

3.00 % Convertible Senior Notes due 2029

$ 460,000 $ 795,101 Level 1

0.00 % Convertible Senior Notes due 2031

$ 625,000 $ 679,666 Level 1

Fair Value Hierarchy

2029 Convertible Notes $ 460,000 $ 488,188 Level 1

2031 Convertible Notes $ 625,000 $ 520,625 Level 1

December 31, 2024

1 unchanged sentence

Fair Value Hierarchy

3.00 % Convertible Senior Notes due 2029

$ 460,000 $ 703,100 Level 1

0.00 % Convertible Senior Notes due 2031

$ 625,000 $ 615,800 Level 1

2029 Convertible Notes $ 460,000 $ 703,100 Level 1

2031 Convertible Notes $ 625,000 $ 615,800 Level 1

Nonrecurring Fair Value Measurements

The Company’s non-financial assets, including property, plant and equipment, are measured at estimated fair value on a nonrecurring basis and are adjusted only upon impairment or when held for sale.

During the six months ended June 30, 2025, the Company did not recognize any impairment or other fair value adjustments related to non-financial assets measured at fair value on a nonrecurring basis.

No non-financial assets were classified as Level 3 as of June 30, 2025 or December 31, 2024.

During the three months ended March 31, 2025, the Company did not recognize any impairment or other fair value adjustments related to non-financial assets measured at fair value on a nonrecurring basis.

No non-financial assets were classified as Level 3 as of March 31, 2025 or December 31, 2024.

The Company’s financial instruments, that are not subject to recurring fair value measurements, include cash and cash equivalents (other than money market funds), restricted cash, accounts receivable, accounts payable, leases, notes payable and certain accrued expenses and other liabilities.

Except for the 2029 Convertible Notes and 2031 Convertible Notes, the carrying amount of these financial instruments materially approximate their fair values.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

COMMITMENTS AND CONTINGENCIES

As of June 30, 2025, the Company was contractually committed for and on behalf of our high-density colocation customer for approximately $ 1.71 billion of capital expenditures, primarily related to infrastructure modifications, equipment procurement, and labor associated with the conversion of a significant portion of our data centers to deliver high-density colocation services to customers.

Of this amount, $ 1.26 billion will be passed through to the Company’s customer as invoiced and $ 427.9 million will be funded by the customer as prepaid base license fees for the Colocation segment.

As of March 31, 2025, the Company was contractually committed for and on behalf of our high-density colocation customer for approximately $ 1.25 billion of capital expenditures, primarily related to infrastructure modifications, equipment procurement, and labor associated with the conversion of a significant portion of its data centers to deliver high-density colocation services to customers.

Of this amount, $ 906.2 million will be passed through to the Company’s customer as invoiced and $ 314.8 million will be funded by the customer as prepaid base license fees for the Collocation segment.

These capital expenditures are expected to occur within the next 12 to 24 months.

6 unchanged sentences

Purported Shareholder Class Action (“Pang”)

On November 14, 2022, Plaintiff Mei Pang filed a purported class-action complaint against Core Scientific, Inc., its former chief executive officer, Michael Levitt, and others in the United States District Court, Western District (Austin) of Texas asserting that the Company violated the Securities Act and Exchange Act by allegedly failing to disclose to investors that among other things the Company was vulnerable to litigation given its decision to pass power costs to its customers, that certain clients had breached their contracts, and that this impacted the Company’s profitability and ability to continue as a going concern.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Company was vulnerable to litigation given its decision to pass power costs to its customers, that certain clients had breached their contracts, and that this impacted the Company’s profitability and ability to continue as a going concern.

The complaint seeks monetary damages.

12 unchanged sentences

On April 2, 2025, the Plaintiff's filed a Motion for Reconsideration of the orders entered in each of the United States District Court for the Southern District of Texas Houston Division and the United States District Court for the Western District of Texas (Austin) and the Company filed its motions opposing each of Plaintiff’s motions for reconsideration.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Purported Shareholder Class Action (“Ihle”)

29 unchanged sentences

Dean resolved Mr.

Dean's proofs of claim and filed with the Bankruptcy Court a Stipulation and Agreed Order providing for an Allowed General Unsecured Claim, payable pursuant to the Plan of Reorganization in 561,866 shares of New Common Stock issued by the Company to Mr.

Dean's proofs of claim and filed with the Bankruptcy Court a Stipulation and Agreed Order providing for an Allowed General Unsecured Claim, payable pursuant to the Plan of Reorganization in

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

561,866 shares of New Common Stock issued by the Company to Mr.

Dean from the New Common Stock reserved for disputed claims as described in Note 12 — Stockholders’ Deficit to our consolidated financial statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and do not represent a new issuance of shares.

7 unchanged sentences

On January 28, 2025, the Company resolved GEM’s proofs of claim and filed with the Bankruptcy Court a Stipulation and Agreed Order providing for an Allowed General Unsecured Claim, payable pursuant to the Plan of Reorganization in 817,775 shares of New Common Stock issued by the Company to GEM from the New Common Stock reserved for disputed claims as described in Note 12 — Stockholders’ Deficit to our consolidated financial statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and do not represent a new issuance of shares.

Patent Infringement Claim

Malikie Innovations Ltd and Key Patents Innovations Ltd., filed suit in the United States District Court Eastern District of Texas Marshall Division against Core Scientific, Inc.

(the “Company”) alleging infringement in the Company’s bitcoin mining business of U.S.

8,788,827 (the “’827 Patent”);

10,284,370 (the “’370 Patent”);

8,666,062 (the ’062 Patent”);

7,372,960 (the “’960 patent”);

and 8,532,286 (the “’286 Patent”).

On July 20, 2025 the Company filed a motion to dismiss the claims on the basis that the patents are invalid under 35 U.S.C §101 and on July 25, 2025 the Company filed a motion to transfer the case to the United States District Court for the Western District of Texas (Austin).

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

As of June 30, 2025 and December 31, 2024, there were no other material loss contingency accruals for legal matters.

As of March 31, 2025 and December 31, 2024, there were no other material loss contingency accruals for legal matters.

Leases —See Note 5 — Leases for additional information.

2 unchanged sentences

Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.

On July 4, 2025, H.R.

1, the “One Big Beautiful Bill Act” was signed into law.

In accordance with U.S.

GAAP, the Company will account for the tax effects of changes in tax law in the period of enactment, which is the third quarter of calendar year 2025.

The Company is currently in the process of analyzing the tax impacts of the law change, but we do not expect a material impact to our financial statements.

The income tax expense and effective income tax rate for the three and six months ended June 30, 2025 and 2024 were as follows:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

The income tax expense and effective income tax rate for the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31,

(in thousands, except percentages)

1 unchanged sentence

Effective income tax rate

— % — % ( 0.1 ) % ( 0.1 ) %

For the three and six months ended June 30, 2025, the Company recorded $ 0.2 million and $ 0.4 million, respectively, of income tax expense which consisted of discrete state taxes.

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

The Company's estimated annual effective income tax rate without consideration of discrete items is 0.0 %, compared to the U.S.

1 unchanged sentence

The Company has a full valuation allowance on its net deferred tax asset as the evidence indicates that it is not more likely than not expected to realize such asset.

For the three and six months ended June 30, 2024, the Company recorded $ 0.1 million and $ 0.4 million, respectively, of income tax expense which consisted of discrete state taxes.

For the three months ended March 31, 2024, the Company recorded $ 0.2 million of income tax expense which consisted of discrete state taxes.

The Company's estimated annual effective income tax rate without consideration of discrete items was 0.0 %, compared to the U.S.

federal statutory rate of 21.0% due to projected changes in the valuation allowance 3.2 %, state taxes 0.1 %, non-deductible loss on warrant and contingent liabilities ( 23.7 )% and other items ( 0.5 )%.

federal statutory rate of 21.0% due to projected changes in the valuation allowance ( 16.7 )%, state taxes 0.1 %, fair market value adjustments to the warrant liability ( 6.0 )% and other items 1.6 %.

The Company has a full valuation allowance on its net deferred tax asset as the evidence indicates that it is not more likely than not expected to realize such asset.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

STOCK-BASED COMPENSATION

Incentive Plan

The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”), which was amended and restated on May 12, 2025 to increase the number of shares authorized for issuance from 40,000,000 to 48,000,000 .

The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”).

Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date.

3 unchanged sentences

The following table presents additional information relating to each MSU award:

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Share Price Goal

15 unchanged sentences

$ 14.00 142,050 852,300

Performance Share Units

In April 2025, the Company granted PSUs to certain executive officers under the Incentive Plan.

The PSUs are eligible to vest in three equal installments on April 15, 2026, March 15, 2027, and March 15, 2028, subject to satisfaction of the service condition and the achievement of three separate market or performance conditions during the respective performance measurement period (for a total of nine tranches).

The performance measurement period is generally the calendar year preceding each vesting date.

The number of shares earned at each vesting date range from 0 % to 300 % of target based on measures of satisfaction of the market or performance condition for each tranche.

Market conditions include RTSR metric, which is a measure of the performance of the Company’s own stock relative to the Russell 2000.

Performance conditions include aggregate energized MW growth and colocation customer acquisition targets.

The grant date fair value PSU tranches with RTSR market conditions were estimated using a Monte Carlo simulation model.

The following assumptions were used to determine the grant date fair value:

Three Months Ended June 30, 2025

Expected term of awards in years

Expected volatility

Risk-free interest rate

3.76 % - 4.11 %

Expected dividend yield

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Stock-Based Compensation

A summary of RSU and MSU activity for the six months ended June 30, 2025, is as follows (amounts in thousands, except per share amounts):

A summary of RSU and MSU activity for the three months ended March 31, 2025, is as follows (amounts in thousands, except per share amounts):

Restricted Stock Units

Market Condition Restricted Stock Units Performance & Market Condition Restricted Stock Units

Shares Weighted-Average

Grant Date Fair

Value Number of

Market Condition Restricted Stock Units

Shares Weighted-Average

8 unchanged sentences

( 302 ) 7.63 ( 12 ) 3.99

Unvested - June 30, 2025

17,233 $ 8.20 1,716 $ 6.13 6,255 $ 11.14

As of June 30, 2025, unrecognized compensation cost and the related weighted-average period over which the cost is expected to be recognized for each award type were as follows (in thousands):

Unrecognized Compensation Cost

Weighted-Average Recognition Period (Years)

RSUs $ 115,323 2.3 years

50,261 2.8 years

4,693 1.5 years

Stock-based compensation expense for the three and six months ended June 30, 2025 and 2024, is included in the Company’s condensed consolidated statements of operations as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Unvested - March 31, 2025

16,000 $ 7.90 1,716 $ 6.12

As of March 31, 2025, the Company had approximately $ 104.5 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over a weighted average time period of 2.3 years, and an additional $ 6.0 million of unrecognized stock-based compensation expense related to MSUs for which some or all of the requisite service has been provided

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

under the service conditions but had market conditions that had not yet been achieved.

The unrecognized stock-based compensation expense related to MSUs is expected to be recognized over a weighted average time period of 1.7 years.

Stock-based compensation expense for the three months ended March 31, 2025 and 2024, is included in the Company’s condensed consolidated statements of operations as follows (in thousands):

Three Months Ended March 31,

Cost of revenue $ 1,382 $ 959

5 unchanged sentences

$ 16,405 $ ( 1,060 )

1 The six months ended June 30, 2025 includes $ 3.0 million of stock-based compensation expense as a result of accelerated vesting of outstanding RSUs for former board members.

1 The three months ended March 31, 2024, includes the reversal of stock-based compensation expense due to $ 6.1 million in forfeitures incurred during the period.

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

NET LOSS PER SHARE

NET INCOME PER SHARE

Basic earnings per share (“EPS”) is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period.

1 unchanged sentence

Under ASC 260-10-45-13, those issuable shares are considered outstanding in the computation of basic EPS whether or not related warrants have been exercised.

At June 30, 2025, approximately 15.6 million shares of common stock remain issuable upon the exercise of the Tranche 2 Warrants and are included in the number of outstanding shares used for the computation of basic EPS for the three and six months then ended.

Additionally, the basic EPS numerator includes an adjustment to eliminate the changes in fair value that have been recognized in Net loss.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

At March 31, 2025, approximately 17.6 million shares of common stock remain issuable upon the exercise of the Tranche 2 Warrants and are included in the number of outstanding shares used for the computation of basic EPS for the three months then ended.

Additionally, the basic EPS numerator includes an adjustment to eliminate the changes in fair value that have been recognized in Net income.

Diluted EPS includes and presents the dilutive effect on EPS from the potential issuance of shares from unvested restricted stock units, conversion of convertible securities, or the exercise of options and/or warrants.

2 unchanged sentences

When potentially dilutive securities have an anti-dilutive effect (i.e., increase income per share or decrease loss per share), they are excluded from the diluted EPS calculation.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share (in thousands, except per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income per share (in thousands, except per share amounts):

Three Months Ended March 31,

2025 (As Restated)

Net loss $ ( 936,799 ) $ ( 902,157 ) $ ( 360,548 ) $ ( 691,466 )

Net income $ 576,251 $ 210,691

Change in fair value of Tranche 2 Warrants

( 127,372 ) —

Basic and diluted net loss

Basic net income

448,879 210,691

Weighted average shares outstanding - basic and diluted

Interest expense related to convertible notes, net of tax

Diluted net income

$ 448,879 $ 219,083

Net loss per share - basic and diluted

Weighted average shares outstanding - basic

315,186 230,954

Effect of dilutive securities:

Convertible notes — 50,738

Tranche 1 Warrants 39,232 —

RSUs 7,908 839

Weighted average shares outstanding - diluted 363,314 282,531

Net income per share - basic

$ 1.42 $ 0.91

Net income per share - diluted

$ 1.24 $ 0.78

Pote ntially dilutive securities include securities excluded from the calculation of diluted EPS because to do so would be anti-dilutive.

Shares which may be issued from potentially dilutive securities are as follows (in thousands):

Three and Six Months Ended

June 30, 2025 June 30, 2024

Three Months Ended March 31,

Convertible Notes 69,611 —

RSUs, PSUs, and MSUs

25,204 18,778

Stock options

Tranche 1 Warrants

97,542 98,259

Total shares issuable from potentially dilutive securities

2 unchanged sentences

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

The Company has three operating segments:

The Company now has three operating segments:

“Digital Asset Self-Mining”, consisting of performing digital asset mining for its own account;

4 unchanged sentences

In exchange for these services, the Company receives digital assets.

The Digital Asset Hosted Mining business generates revenue through the sale of consumption-based contracts for its digital asset hosted mining services which are recurring in nature.

The Colocation operation generates revenue through licensing agreements and orders with licensees that include fixed and variable payments on a recurring basis.

The Digital Asset Hosted Mining business generates revenue through the sale of consumption-based contracts for its digital asset hosted mining services which

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

are recurring in nature.

The Colocation business generates revenue through licensing agreements and orders with licensees that include fixed and variable payments on a recurring basis.

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

4 unchanged sentences

accordingly, the Company has not presented a measure of assets by segment.

The segments’ accounting policies are the

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

same as those described in the summary of significant accounting policies.

The segments’ accounting policies are the same as those described in the summary of significant accounting policies.

The Company excludes certain operating expenses and other expenses from the allocations to operating segments.

2 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Three Months Ended March 31,

Digital Asset Self-Mining Segment

26 unchanged sentences

Colocation revenue:

$ 7,010 $ 3,818 $ 13,005 $ 3,818

Maintenance and other

Licensing revenue

7,096 3,856 13,083 3,856

Power fees passed through to customer

3,464 1,663 6,050 1,663

Total Colocation revenue

10,560 5,519 19,133 5,519

Cost of Colocation services:

1 unchanged sentence

Employee compensation

1,148 78 2,442 78

Facility operations expense 3,852 —

1 unchanged sentence

Cost of licensing revenue

5,966 3,228 11,486 3,228

Power fees passed through to customer

3,464 1,663 6,050 1,663

Total cost of Colocation services

9,430 4,891 17,536 4,891

Colocation gross profit

$ 1,130 $ 628 $ 1,597 $ 628

Colocation licensing gross margin

16 % 16 % 12 % 16 %

Colocation gross margin

11 % 11 % 8 % 11 %

Consolidated total revenue $ 79,525 $ 179,291

6 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

A reconciliation of the reportable segment gross profit to loss before income taxes included in the Company’s condensed c onsolidated statements of operations for the three and six months ended June 30, 2025 and 2024, is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

A reconciliation of the reportable segment gross profit to income before income taxes included in the Company’s condensed c onsolidated statements of operations for the three months ended March 31, 2025 and 2024, is as follows (in thousands):

Three Months Ended March 31,

2025 (As Restated)

1 unchanged sentence

$ 8,213 $ 77,646

(Increase) decrease in fair value of digital assets ( 29,797 ) 584 ( 19,109 ) 41

Decrease in fair value of energy derivatives

— 539 — 2,757

Loss (gain) on disposal of property, plant and equipment

4,166 ( 268 ) 4,172 3,552

Impairment of property, plant and equipment

— 97,261 — 97,261

Change in fair value of digital assets 10,688 —

Gain from sales of digital assets

Change in fair value of energy derivatives

Losses on disposal of property, plant and equipment

Selling, general and administrative

44,557 16,924

Operating loss ( 26,284 ) ( 90,682 ) ( 73,322 ) ( 35,455 )

Non-operating expense (income), net:

Operating (loss) income ( 47,038 ) 55,227

Non-operating expenses (income), net:

Loss on debt extinguishment

1,377 120 1,377 170

Interest (income) expense, net

3 unchanged sentences

Other non-operating expense, net 157 1,746

Total non-operating expense, net

Total non-operating income, net

( 623,494 ) ( 155,670 )

Loss before income taxes

Income before income taxes

$ 576,456 $ 210,897

2 unchanged sentences

The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure to credit risk.

As of June 30, 2025 and December 31, 2024, all of the Company’s fixed assets were located in the United States.

For the three and six months ended June 30, 2025 and 2024, all of the Company’s revenue was generated in the United States.

For the three and six months ended June 30, 2025, 79 % and 82 % of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer.

For the three and six months ended June 30, 2024, 78 % and 81 %, respectively, of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer.

As of June 30, 2025 and 2024, substantially all of our digital assets were held by one third-party digital asset service.

For the three and six months ended June 30, 2025, and 2024, the concentration of customers comprising 10% or more of the Company’s Digital Asset Self-Mining, Digital Asset Hosted Mining, and Colocation segment revenue were as follows:

Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30,

As of March 31, 2025 and December 31, 2024, all of the Company’s fixed assets were located in the United States.

For the three months ended March 31, 2025 and 2024, all of the Company’s revenue was generated in the United States.

For the three months ended March 31, 2025 and 2024, 84 % of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer.

As of March 31, 2025 and 2024, substantially all of our digital assets were held by one third-party digital asset service.

For the three months ended March 31, 2025, and 2024, the concentration of customers comprising 10% or more of the Company’s Digital Asset Self-Mining, Digital Asset Hosted Mining, and Colocation segment revenue were as follows:

Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31,

Percent of Digital Asset Self-Mining segment revenue:

1 unchanged sentence

Percent of Colocation segment revenue:

N/A N/A 47 % 58 % N/A N/A

100 % 100 % N/A N/A N/A N/A

H N/A N/A N/A 25 % N/A N/A

J N/A N/A N/A N/A 100 % 100 %

L N/A N/A 53 % N/A N/A N/A

— % — % 81 % 52 % — % — %

100 % 100 % — % — % — % — %

— % — % — % 25 % — % — %

— % — % — % 10 % — % — %

— % — % — % — % 100 % 100 %

— % — % 10 % — % — % — %

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30,

Percent of Digital Asset Self-Mining segment revenue:

Percent of Digital Asset Hosted Mining segment revenue:

Percent of Colocation segment revenue:

N/A N/A 60 % 54 % N/A N/A

100 % 100 % N/A N/A N/A N/A

H N/A N/A N/A 25 % N/A N/A

J N/A N/A N/A N/A 100 % 100 %

L N/A N/A 32 % N/A N/A N/A

SUPPLEMENTAL CASH FLOW AND NONCASH INFORMATION

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

Six Months Ended June 30,

Three Months Ended March 31,

Supplemental disclosure of other cash flow information:

1 unchanged sentence

Income tax payments (refunds)

457 ( 1,288 )

Cash paid for reorganization items

22 unchanged sentences

Cumulative effect of adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets — 24

Issuance of new common stock for PIK interest on New Secured Convertible Notes

Issuance of new common stock for New Secured Convertible Notes conversion

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

SUBSEQUENT EVENTS

On July 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CoreWeave.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, CoreWeave will acquire the Company in an all-stock transaction.

Pursuant to the Merger Agreement, each outstanding share of the Company’s common stock at the Effective Time (as defined in the Merger Agreement) will be cancelled and converted into a number of fully paid and non-assessable shares of CoreWeave Class A common stock, equal to the exchange ratio of 0.1235 .

The transaction is subject to the approval of the Company’s stockholders and customary closing conditions, including applicable regulatory approvals.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements