What changed in this filing

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Item 1. Financial Statements

2026-03-02 compared with 2026-03-02 · 232 added, 225 removed, 928 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except par value)

September 30, 2025 (As Restated)

June 30, 2025 (As Restated)

Assets (Unaudited)

29 unchanged sentences

2,000,000 shares authorized;

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

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

Common stock;

$ 0.00001 par value;

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

308,381 and 292,606 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

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

Additional paid-in capital 3,026,645 2,915,035

7 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 (As Restated)

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

2025 2024 2025 (As Restated)

16 unchanged sentences

73,603 102,285 144,915 203,930

Gross profit (loss)

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

2 unchanged sentences

Decrease in fair value of energy derivatives

Loss on disposal of property, plant and equipment

— 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

Selling, general and administrative

10 unchanged sentences

Reorganization items, net — — — ( 111,439 )

Loss on legal settlements

15,075 356 15,504 2,070

Other non-operating income, net

Other non-operating expense, net

207 401 364 2,147

14 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three and Nine Months Ended September 30, 2025

For the Three and Six Months Ended June 30, 2025

(in thousands)

5 unchanged sentences

Shares Amount

Balance at June 30, 2025 (As Restated)

Balance at March 31, 2025 (As Restated)

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

1 unchanged sentence

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

Restricted stock awards issued

1,629 — 34 — 34

Restricted stock awards withheld for tax withholding obligations

( 585 ) — ( 9,722 ) — ( 9,722 )

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 September 30, 2025 (As Restated)

Balance at June 30, 2025 (As Restated)

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

9 unchanged sentences

Stock-based compensation — — 40,751 — 40,751

Restricted stock awards issued

6,108 — ( 16 ) — ( 16 )

Restricted stock awards withheld for tax withholding obligations

( 585 ) — ( 9,722 ) — ( 9,722 )

Restricted stock awards issued, net of shares withheld for tax withholding obligations 4,479 — ( 50 ) — ( 50 )

Equity issuance costs

2 unchanged sentences

6,061 $ — 70,930 — 70,930

Balance at September 30, 2025 (As Restated)

Balance at June 30, 2025 (As Restated)

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

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended September 30, 2024

For the Three Months Ended June 30, 2024

(in thousands)

4 unchanged sentences

Shares Amount

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 )

— — — ( 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

2 unchanged sentences

4,525 — 26,545 — 26,545

Balance at September 30, 2024 279,821 $ 3 $ 2,740,279 $ ( 3,566,938 ) $ ( 826,656 )

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 )

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2024

For the Six Months Ended June 30, 2024

(in thousands)

34 unchanged sentences

882 — 3,677 — 3,677

Balance at September 30, 2024 279,821 $ 3 $ 2,740,279 $ ( 3,566,938 ) $ ( 826,656 )

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.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Six Months Ended June 30,

2025 (As Restated)

23 unchanged sentences

Customer funding receivable and other current assets

19,128 ( 1,875 )

Accounts payable ( 16,379 ) ( 11,480 )

4 unchanged sentences

Other noncurrent assets and liabilities, net ( 12,069 ) 7,217

Net cash provided by operating activities

Net cash (used in) provided by operating activities

( 11,041 ) 23,378

3 unchanged sentences

Purchase of equity investments ( 5,000 ) —

Investments in intangible assets

( 10,160 ) ( 191 )

Investments in internally developed software ( 36 ) ( 125 )

Net cash used in investing activities ( 208,624 ) ( 35,154 )

4 unchanged sentences

Proceeds from exercise of warrants 630 367

Taxes paid related to net share settlement of equity awards ( 5,893 ) —

Proceeds from the issuance of 3.00 % convertible senior notes, net

Issuance costs for 3.00 % convertible senior notes

Proceeds from issuance of new common stock — 55,000

16 unchanged sentences

Core Scientific, Inc.

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

(“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-related (“AI”) workloads and next generation colocation services.

We currently derive the majority of our revenue from earning digital assets for our own account but expect to rapidly increase revenue derived from high-density colocation (“HDC”).

We currently intend to repurpose our remaining facilities currently used in our digital asset mining businesses to support our high-density colocation computing services business as circumstances allow and in a manner designed to retain access to electrical power under our control, maximize the value of our digital asset mining equipment to third parties, and fulfill our existing obligations to suppliers and customers.

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 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 ).

1 unchanged sentence

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

(“CoreWeave”), a third-party provider of cloud-based services for AI and HPC workloads.

(“CoreWeave”), 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.

We currently operate in three segments:

“Digital Asset Self-Mining,” consisting of digital asset mining for our own account, “Digital Asset Hosted Mining,” consisting of our digital infrastructure and third-party hosting services for digital asset mining, and “Colocation,” consisting of providing high-density colocation services to customers employing AI and HPC related workloads.

Prior to April 1, 2024, we operated only in the Digital Asset Self-Mining and Digital Asset Hosted Mining segments.

2 unchanged sentences

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.

Our high-density colocation services provide space, power, cooling, facilities operations, security and other services to third-party colocation customers to support workloads for machine learning and artificial intelligence.

Our high-density colocation services provide space, power, cooling, facilities operations, security and other services to third-party HPC customers to support workloads for machine learning and artificial intelligence.

The extension of our business into the Colocation segment involves significant risk, including risks involving facility construction, supply chain and the risk of nonperformance by our single customer, as disclosed further in Part I, Item 1A.

8 unchanged sentences

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.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Use of Estimates

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

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

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.

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 September 30, 2025 and December 31, 2024, the Company had cash and cash equivalents of $ 453.4 million and $ 836.2 million, respectively, substantially all of which exceeded Federal Deposit Insurance Corporation insured limits.

Cash equivalents included $ 449.9 million and $ 832.2 million of highly liquid money market funds as of September 30, 2025 and December 31, 2024.

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.

Digital Assets

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

September 30, 2025 September 30, 2024

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

Digital assets, beginning of period

14 unchanged sentences

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

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

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

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.

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

September 30, 2025 2,116 $ 212,384 $ 241,355

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

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

16 unchanged sentences

Deferred Revenue

Deferred revenue from colocation services relate to prepaid base license fees for colocation lease arrangements which are accounted for under Accounting Standards Codification (“ASC”) Topic 842, Leases .

Prepaid base license fees relate to capital expenditures on colocation facility site development funded by the customer.

Deferred revenue from hosted mining services relates to customer contracts for digital asset hosted mining services which are accounted for under ASC 606, Revenue Recognition (“ASC Topic 606”).

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.

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

The following table presents a roll-forward of deferred revenue for the nine months ended September 30, 2025 (in thousands):

Deferred Revenue From Colocation Services

Deferred Revenue From Hosted Mining Services

Total Deferred Revenue

Balance at December 31, 2024

$ 17,785 $ 349 $ 18,134

Revenue recognized that was included in the deferred revenue balance as of the beginning of the year

( 4,867 ) ( 330 ) ( 5,197 )

Additional customer funding received 328,663 2,487 331,150

Balance at September 30, 2025 $ 341,581 $ 2,506 $ 344,087

Current portion at September 30, 2025

Non-current portion at September 30, 2025 1

1 Noncurrent deferred revenue is included in other noncurrent liabilities on the condensed consolidated balance sheets.

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

The Company recognizes revenue in accordance with ASC Topic 606.

The Company recognizes revenue in accordance with ASC 606, Revenue Recognition (“ASC 606”).

One of the Company’s ongoing major or central operations is to provide a service of performing hash calculations to third-party pool operators alongside collectives of third-party bitcoin miners (such collectives, “mining pools”) as a participant.

The Company considers the third-party mining pool operators to be its customers under ASC Topic 606.

The Company considers the third-party mining pool operators to be its customers under Topic 606.

Contract inception and our enforceable right to consideration begins when we commence providing hash calculation services to the mining pool operators.

2 unchanged sentences

The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

2 unchanged sentences

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:

24 unchanged sentences

The Company generally bills its customers in advance based on estimated consumption under the contract.

The Company recognizes revenue based

The Company recognizes revenue based on actual consumption in the period and invoices adjustments in subsequent periods or retains credits toward future consumption.

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

on actual consumption in the period and invoices adjustments in subsequent periods or retains credits toward future consumption.

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

Revenue Recognition - Colocation Revenue

1 unchanged sentence

These arrangements contain lease components for the right to use data center space and nonlease components for power delivery, physical security, and maintenance services.

We have elected the practical expedient available under ASC Topic 842, Leases (“ASC Topic 842”) , to combine the nonlease revenue components that have the same pattern of transfer as the related operating lease components into a single combined component.

We have elected the practical expedient available under ASC Topic 842, Leases , to combine the nonlease revenue components that have the same pattern of transfer as the related operating lease components into a single combined component.

The single combined component is accounted for under ASC Topic 842 as an operating lease if the lease components are the predominant components and is accounted for under ASC Topic 606 if the nonlease components are the predominant components.

5 unchanged sentences

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 the underlying space is available for the customer’s exclusive use.

This is determined by the facts and circumstances surrounding each commencement, considering ability to utilize rated energy for the space and control over the space, among other considerations.

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.

5 unchanged sentences

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

Performance Obligations

As of September 30, 2025, the Company had no outstanding performance obligations for contracts with original terms exceeding one year.

Performance Obligation Commitments

The Company’s performance obligation commitments relate to digital asset hosted mining services.

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.

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

Stock Based Compensation

9 unchanged sentences

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) .

9 unchanged sentences

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

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

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

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

2 unchanged sentences

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 for the three and nine months ended September 30, 2025.

The cumulative impact of the errors on the condensed consolidated balance sheet as of September 30, 2025 resulted in an overstatement of property, plant and equipment, net of approximately $ 124.7 million and a corresponding understatement of accumulated deficit of the same amount.

The impact on the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 was an overstatement of loss on disposal of property, plant and equipment of

approximately $ 2.6 million for the three and nine months ended September 30, 2025, and an understatement of selling, general and administrative expense of approximately $ 4.4 million for the nine months ended September 30, 2025.

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.

The restatement had no impact on total net cash flows;

6 unchanged sentences

Condensed Consolidated Balance Sheets

September 30, 2025 (Unaudited)

June 30, 2025 (Unaudited)

Property, plant and equipment, net $ 828,603 $ ( 127,311 ) $ 701,292

6 unchanged sentences

Condensed Consolidated Statements of Operations

For the Three Months Ended September 30, 2025

For the Nine Months Ended September 30, 2025

Loss on disposal of property, plant and equipment

$ 2,933 $ ( 2,633 ) $ 300 $ 7,105 $ ( 2,633 ) $ 4,472

For the Six Months Ended June 30, 2025

Selling, general and administrative

8 unchanged sentences

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2025

For the Six Months Ended June 30, 2025

Cash flows from Operating Activities:

( 356,106 ) ( 4,442 ) ( 360,548 )

Losses on disposal of property, plant and equipment

$ 7,105 ( 2,633 ) 4,472

Net cash (used in) provided by operating activities $ ( 6,599 ) $ ( 4,442 ) ( 11,041 )

3 unchanged sentences

Net cash used in investing activities $ ( 213,066 ) $ 4,442 ( 208,624 )

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Stockholders’ Deficit

1 unchanged sentence

There was no impact to additional paid-in capital, common stock, or any other component of stockholders’ deficit.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

PROPERTY, PLANT, AND EQUIPMENT

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

September 30, 2025 (As Restated)

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)

December 31, 2024 Estimated Useful Lives

19 unchanged sentences

Land is not depreciated.

Depreciation expense for the three months ended September 30, 2025 and 2024, was $ 16.1 million and $ 28.5 million, respectively, and for the nine months ended September 30, 2025 and 2024, was $ 54.3 million and $ 86.6 million, respectively.

During the three months ended September 30, 2025 and 2024, $ 35.4 million and $ 0.4 million, respectively, of construction in progress was placed into service.

During the nine months ended September 30, 2025 and 2024, $ 47.5 million and $ 140.3 million, respectively, of construction in progress was placed into service.

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

September 30, 2025 December 31, 2024

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

5 unchanged sentences

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

As of September 30, 2025, approximately $ 220.0 million of the related obligations were included in accrued expenses and approximately $ 123.1 million were included in accounts payable.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

September 30, 2025 December 31, 2024

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

$ 220,036 $ —

Accrued capital expenditures 67,643 12,106

Accrued bonus

32,380 52,564

36,476 34,950

Total accrued expenses

$ 180,641 $ 64,670

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

September 30, 2025 December 31, 2024

Noncurrent deferred revenue

$ 260,348 $ —

Operating lease liabilities, net of current portion

90,869 97,843

13,370 15,315

Total other noncurrent liabilities

$ 364,587 $ 113,158

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Lessee Accounting

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 September 30, 2025 December 31, 2024

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

Operating lease right-of-use assets Operating lease right-of-use assets $ 108,584 114,472

7 unchanged sentences

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Three Months Ended September 30,

Three Months Ended June 30,

Financial statement line item 2025 2024

3 unchanged sentences

Operating lease expense Selling, general and administrative expenses

1,297 ( 1,133 )

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

6 unchanged sentences

Total lease expense $ 5,547 $ 4,996

Nine Months Ended September 30,

Six Months Ended June 30,

Financial statement line item 2025 2024

11 unchanged sentences

Total lease expense $ 11,081 $ 7,771

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

September 30, 2025 September 30, 2024

June 30, 2025 June 30, 2024

Weighted Average Remaining Lease Term (Years)

4 unchanged sentences

Finance leases 12.7 % 12.4 %

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Nine Months Ended September 30,

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

2025 2024 2025 2024

Lease Payments

6 unchanged sentences

$ — $ — $ ( 593 ) $ —

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

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):

Operating Leases

Finance Leases

Remaining 2025

$ 9,168 $ 558

2026 19,031 —

2027 19,454 —

2028 19,890 —

2029 20,369 —

Thereafter 54,309 —

2 unchanged sentences

Total $ 102,668 $ 547

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Lessor Accounting

2 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

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

2025 2024 2025 2024

5 unchanged sentences

Total lease revenue $ 10,560 $ 5,519 $ 19,133 $ 5,519

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

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):

Operating Leases (1)

2 unchanged sentences

Total $ 269,782

(1) Operating lease payments expected to be received excludes $ 9.55 billion in total future noncancellable minimum lease payments for operating leases that have not yet commenced at September 30, 2025, which have initial lease terms of 12 years from commencement.

(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.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

CONVERTIBLE AND OTHER NOTES PAYABLE

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

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

Stated Interest Rate

Effective Interest Rates

Maturities September 30, 2025 December 31, 2024

Maturities June 30, 2025 December 31, 2024

Convertible Notes:

18 unchanged sentences

$ 1,057,696 $ 1,073,990

1 The current portion is included in Customer funding receivable and other current assets on the consolidated balance sheet.

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

The repayment resulted in an aggregate of $ 1.4 million loss on debt extinguishment.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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 September 30, 2025 Nine Months Ended September 30, 2025

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

Coupon interest

6 unchanged sentences

$ 1,085,000 $ 1,550

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

WARRANT LIABILITIES

2 unchanged sentences

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

During the three and nine months ended September 30, 2025, 0.1 million and 0.3 million Tranche 1 Warrants were exercised, respectively, which resulted in cash receipts of $ 1.1 million and $ 1.7 million.

As of September 30, 2025, there were 97.4 million unexercised Tranche 1 Warrants.

During the three and nine months ended September 30, 2025, 4.0 million and 10.0 million Tranche 2 Warrants were exercised, respectively, which resulted in immaterial cash receipts.

As of September 30, 2025, there were 11.0 million unexercised Tranche 2 Warrants.

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.

FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

During the three and nine months ended September 30, 2025, a decrease in fair value of contingent value rights of $ 0.8 million and $ 1.7 million, respectively, was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.

During the three and nine months ended September 30, 2025, an increase in fair value of Warrants of $ 75.6 million and $ 365.0 million, respectively, was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

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):

Fair Value Hierarchy

11 unchanged sentences

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):

12 unchanged sentences

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Financial Instruments Not Carried at Fair Value

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

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

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

September 30, 2025

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

Carrying Amount

13 unchanged sentences

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 nine months ended September 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 September 30, 2025 or December 31, 2024.

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.

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 September 30, 2025, the Company was contractually committed for and on behalf of our high-density colocation customer for approximately $ 1.24 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, $ 860.6 million will be passed through to the Company’s customer as invoiced and $ 319.0 million will be funded by the customer as prepaid base license fees for the Colocation segment.

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

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.

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

Legal Proceedings

5 unchanged sentences

Purported Shareholder Class Action (“Pang”)

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

the Company violated the Securities Act and Exchange Act by allegedly failing to disclose to investors that among other things the Company was vulnerable to litigation given its decision to pass power costs to its customers, that certain clients had breached their contracts, and that this impacted the Company’s profitability and ability to continue as a going concern.

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.

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.

Shareholder Class Action (“Ihle”)

On July 24, 2023, Plaintiff Brad Ihle filed a class action complaint against certain officers and directors of Power & Digital Infrastructure Acquisition Corp.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Purported Shareholder Class Action (“Ihle”)

On July 24, 2023, Plaintiff Brad Ihle filed a purported class action complaint against certain officers and directors of Power & Digital Infrastructure Acquisition Corp.

(the former name of the current corporate entity operating our business, or “XPDI”) and XMS Sponsor LLC et al, in the Court of Chancery State of Delaware.

The complaint alleges breach of fiduciary duties arising out of the merger of XPDI and the entity that conducted our business operations prior to the merger and the marketing and solicitation of shareholders pursuant to that merger agreement dated July 20, 2021.

The complaint alleges breach of fiduciary duties arising out of the merger of XPDI and the entity that conducted our business operations prior to the merger (“Legacy Core”) and the marketing and solicitation of shareholders pursuant to that merger agreement dated July 20, 2021.

Certain of the defendants have notified the Company of their intention to seek defense and indemnification in this matter pursuant to Delaware law and the Company’s bylaws.

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

Employment Claim

On September 30, 2022, Harlin Dean, a former executive of Blockcap, Inc.

(n/k/a Core Scientific Acquired Mining, LLC) sent a demand letter to the Company, seeking approximately $ 9.8 million.

Along with the demand letter, Mr.

Dean enclosed a complaint that had been filed in the 419 th Judicial District Court, Travis County, Texas, which asserted the following causes of action:

(1) breach of employment agreement;

(2) quantum meruit;

(3) promissory estoppel;

(4) conversion;

(5) declaratory relief;

(6) equitable relief/specific performance;

(7) imposition of constructive trust;

(8) accounting;

and (9) attorneys’ fees and costs.

According to Mr.

Dean, the Company failed to honor the terms of his employment agreement upon his resignation.

Following the Company’s filing of the Chapter 11 Cases, Mr.

Dean filed proofs of claim in the Chapter 11 Cases alleging the Company breached Mr.

Dean’s employment agreement and various equity award agreements.

Dean seeks a total recovery of approximately $ 8 million.

The Debtors filed an objection to Mr.

Dean’s proofs of claim on September 19, 2023.

Dean filed a reply in support of his claim and moved for summary judgment on October 19.

As a general unsecured creditor under the Plan of Reorganization, any amount determined to be owed to plaintiff will be paid in common shares of the Company as provided in the Plan of Reorganization.

On January 24, 2025, the Company and Mr.

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 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.

Contract Claims

GEM Mining 1, LLC, GEM Mining 2, LLC, GEM Mining 2B, LLC, and GEM Mining 4, LLC (together “GEM”) have filed proofs of claim in the Chapter 11 Cases alleging the Company breached its hosting agreements with GEM and are seeking to recover approximately $ 4.1 million.

The Debtors filed an initial objection to GEM’s proofs of claim on May 4, 2023, and filed a supplemental objection on May 6, 2023.

GEM filed a response in opposition to Debtors’ objections on September 6, 2023.

Additionally, GEM 1 and GEM 4 filed proofs of claim in the Chapter 11 Case asserting approximately $ 8 million in rejection damages.

The Debtors are currently preparing an objection to these claims along with a reply to GEM’s response to the Debtors’ earlier filed objections.

As a general unsecured creditor under the Plan of Reorganization, any amount determined to be owed to plaintiff will be paid in common shares of the Company as provided in the Plan of Reorganization.

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

1 unchanged sentence

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

and 8,532,286.

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).

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

Leases —See Note 6 — Leases for additional information.

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

Deferred tax assets and liabilities are determined

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse.

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

Leases —See Note 6 — Leases for additional information.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse.

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

3 unchanged sentences

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.

There was no material impact to our financial statements as a result of this new law.

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

Three Months Ended September 30, Nine Months Ended September 30,

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

3 unchanged sentences

— % — % ( 0.1 ) % ( 0.1 ) %

For the three and nine months ended September 30, 2025, the Company recorded $ 0.1 million and $ 0.5 million, respectively, of income tax expense which consisted of discrete state taxes.

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.

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

federal statutory rate of 21.0% due to projected changes in the valuation allowance ( 9.9 )%, cancellation of debt income 5.0 %, state taxes 0.1 %, non-deductible loss on warrant and contingent liabilities ( 14.7 )% and other items ( 1.6 )%.

federal statutory rate of 21.0% due to projected changes in the valuation allowance ( 4.9 )%, state taxes 0.1 %, non-deductible loss on warrant and contingent liabilities ( 15.0 )% and other items ( 1.2 )%.

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

For the three and nine months ended September 30, 2024, the Company recorded $ 0.1 million and $ 0.5 million, respectively, of income tax expense which consisted of discrete state taxes.

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.

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

37 unchanged sentences

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

Nine Months Ended

September 30, 2025

Three Months Ended June 30, 2025

Expected term of awards in years

6 unchanged sentences

Stock-Based Compensation

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

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):

Restricted Stock Units

13 unchanged sentences

( 744 ) 6.55 ( 12 ) 3.99 — —

Unvested - September 30, 2025

Unvested - June 30, 2025

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

As of September 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):

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

3 unchanged sentences

4,693 1.5 years

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

Three Months Ended September 30, Nine Months Ended September 30,

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,

2025 2024 2025 2024

4 unchanged sentences

Capitalized stock-based compensation 2

227 235 623 235

Total stock-based compensation cost

$ 24,346 $ 8,494 $ 40,751 $ 7,434

1 The nine months ended September 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 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.

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

3 unchanged sentences

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

At September 30, 2025, approximately 11.1 million shares of common stock remain issuable upon the exercise of the Tranche 2 Warrants and are included in the number of outstanding shares used for the computation of basic EPS for the three and nine months then ended.

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.

6 unchanged sentences

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 September 30, Nine Months Ended September 30,

2025 (As Restated)

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

2025 2024 2025 (As Restated)

10 unchanged sentences

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

Three and Nine Months Ended

September 30, 2025 September 30, 2024

Tranche 1 Warrants

97,394 98,079

Three and Six Months Ended

June 30, 2025 June 30, 2024

Convertible Notes 69,611 40,059

2 unchanged sentences

Stock options

Tranche 1 Warrants

97,542 98,259

Total shares issuable from potentially dilutive securities

5 unchanged sentences

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

and “Colocation”, consisting of providing high-density colocation services to customers employing AI and HPC related workloads.

and “Colocation”, consisting of providing high-density colocation services to third parties for GPU-based HPC operations.

The Company’s Colocation operations met the criteria to be considered a new segment during the second quarter of 2024.

17 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

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

2025 2024 2025 2024

10 unchanged sentences

Total cost of digital asset self-mining 59,589 80,001 120,759 161,565

Digital Asset Self-Mining gross (loss) profit

Digital Asset Self-Mining gross profit

$ 2,835 $ 30,742 $ 8,844 $ 99,137

16 unchanged sentences

Maintenance and other

1,550 45 1,628 82

Licensing revenue

30 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 (As Restated)

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,

2025 2024 2025 (As Restated)

Reportable segment gross profit (loss)

Reportable segment gross profit

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

1 unchanged sentence

Decrease in fair value of energy derivatives

Loss on disposal of property, plant and equipment

— 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

Selling, general and administrative

8 unchanged sentences

Reorganization items, net — — — ( 111,439 )

Loss on legal settlements

15,075 356 15,504 2,070

Other non-operating income, net ( 8 ) ( 2,359 ) ( 73 ) ( 1,926 )

Other non-operating expense, net 207 401 364 2,147

Total non-operating expense, net

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

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

For the three and nine months ended September 30, 2025, 71 % and 78 % of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer.

For the three and nine months ended September 30, 2024, 71 % and 79 %, respectively, of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer.

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

For the three and nine months ended September 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 September 30, Three Months Ended September 30, Three Months Ended September 30,

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,

Percent of Digital Asset Self-Mining segment revenue:

8 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30,

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

Percent of Digital Asset Self-Mining segment revenue:

8 unchanged sentences

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

Nine Months Ended September 30,

Six Months Ended June 30,

Supplemental disclosure of other cash flow information:

7 unchanged sentences

Noncash exercise of warrants 19,559 —

Accrued taxes related to net share settlement of equity awards 3,781 —

Reclass of other current and non-current assets to plant, property, and equipment — 8,187

19 unchanged sentences

Issuance of new common stock for New Secured Convertible Notes conversion

$ — $ 261,772

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