What changed in this filing

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Item 1. Financial Statements

2026-07-28 compared with 2026-05-06 · 578 added, 877 removed, 311 unchanged (82% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except par value)

(Unaudited, in thousands, except par value)

2026 December 31,

Current Assets:

Cash and cash equivalents $ 1,769,735 $ 311,378

Restricted cash, current portion

Digital assets 49,675 222,000

Customer funding receivable and other current assets 458,489 362,159

Restricted cash, current portion

Total Current Assets 2,443,644 895,537

Property, plant and equipment, net 1,774,142 1,293,299

Intangibles, net 228,625 1,076

Operating lease right-of-use assets 114,199 108,484

1 unchanged sentence

Other noncurrent assets 80,972 49,248

Total Assets $ 5,257,493 $ 2,347,644

Liabilities and Stockholders’ Deficit

3 unchanged sentences

Deferred revenue 287,201 127,561

Notes payable, current portion

Warrant liabilities, current portion

1 unchanged sentence

Total Current Liabilities 2,737,794 781,401

Convertible and other notes payable, net of current portion

Long-term debt 4,297,967 1,060,325

Warrant liabilities, net of current portion

163,683 936,107

Deferred revenue, net of current portion 367,242 428,290

6 unchanged sentences

2,000,000 shares authorized;

none issued and outstanding

at March 31, 2026 and December 31, 2025

none issued and outstanding at June 30, 2026 and December 31, 2025

Common stock;

$ 0.00001 par value;

10,000,000 shares authorized at March 31, 2026 and

December 31, 2025 ;

316,949 and 314,231 shares issued and outstanding at March 31, 2026

and December 31, 2025 , respectively

10,000,000 shares authorized at June 30, 2026 and December 31, 2025;

319,587 and 314,231 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,229,842 3,183,960

Accumulated deficit ( 5,649,201 ) ( 4,146,703 )

( 4,493,891 )

( 4,146,703 )

Total Stockholders’ Deficit ( 2,419,356 ) ( 962,740 )

( 1,305,686 )

Total Liabilities and Stockholders’ Deficit $ 5,257,493 $ 2,347,644

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

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

Three Months Ended March 31,

(Unaudited, in thousands, except per share amounts)

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

2026 2025 2026 2025

Colocation revenue

$ 136,669 $ 10,560 $ 214,208 $ 19,133

Digital asset self-mining revenue

21,535 62,424 51,640 129,603

Digital asset hosted mining revenue from customers

5,997 5,644 13,597 9,417

Total revenue

164,201 78,628 279,445 158,153

Cost of revenue:

1 unchanged sentence

Cost of digital asset self-mining

33,700 59,589 80,889 120,759

Cost of digital asset hosted mining services

3,771 4,584 8,102 6,620

Total cost of revenue

Decrease in fair value of digital assets

94,157 73,603 179,295 144,915

70,044 5,025 100,150 13,238

Loss (gain) on fair value of digital assets 9,368 ( 29,797 ) 15,926 ( 19,109 )

Loss on disposal of property, plant and equipment

1,273 4,166 14,911 4,172

Loss on remeasurement of assets held for sale 19,495 — 19,495 —

Impairment of property, plant and equipment

— — 266,488 —

Loss on contract termination 41,948 — 41,948 —

Colocation organizational and site startup costs 27,039 11,655 35,704 23,322

Selling, general and administrative

49,389 45,285 94,568 78,175

Operating loss

( 78,468 ) ( 26,284 ) ( 388,890 ) ( 73,322 )

Non-operating expenses (income), net:

Loss on debt extinguishment

5,435 1,377 5,435 1,377

Interest expense (income), net

23,833 ( 1,185 ) 28,690 ( 3,372 )

Change in fair value of warrants and contingent value rights

Loss on legal settlements

1,045,515 909,958 1,076,314 288,494

Other non-operating expense, net

Total non-operating expense (income), net

(Loss) income before income taxes

152 207 662 364

Total non-operating expense, net

1,074,935 910,357 1,111,101 286,863

Loss before income taxes

( 1,153,403 ) ( 936,641 ) ( 1,499,991 ) ( 360,185 )

Income tax expense

Net (loss) income

1,907 158 2,507 363

Net (loss) income per share

Weighted average shares outstanding

$ ( 1,155,310 ) $ ( 936,799 ) $ ( 1,502,498 ) $ ( 360,548 )

Net loss per share, basic and diluted

$ ( 3.32 ) $ ( 0.04 ) $ ( 4.39 ) $ ( 0.23 )

Weighted average shares outstanding, basic and diluted

325,329 317,985 324,128 316,593

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

(in thousands)

For the Three Months Ended March 31, 2026

Paid-In Capital

(Unaudited, in thousands)

Common Stock Additional

Paid-In Capital Accumulated

Deficit Total

Stockholders’

Balance at January 1, 2026

Shares Amount

Balance at March 31, 2026

316,949 $ 3 $ 3,188,202 $ ( 4,493,891 ) $ ( 1,305,686 )

Net loss — — — ( 1,155,310 ) ( 1,155,310 )

Stock-based compensation — — 18,759 — 18,759

Restricted stock awards issued 2,065 — 6,073 — 6,073

Restricted stock awards withheld for tax

withholding obligations

Restricted stock awards withheld for tax withholding obligations ( 915 ) — ( 17,724 ) — ( 17,724 )

Exercise of warrants 1,488 — 34,532 — 34,532

Balance at June 30, 2026

319,587 $ 3 $ 3,229,842 $ ( 5,649,201 ) $ ( 2,419,356 )

Balance at March 31, 2025

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

Net loss — — — ( 936,799 ) ( 936,799 )

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

Restricted stock awards issued 1,499 — — — —

Equity issuance costs — — ( 21 ) — ( 21 )

Exercise of warrants 2,560 — 29,305 — 29,305

Balance at June 30, 2025

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

For the Three Months Ended March 31, 2025

Paid-In Capital

Common Stock Additional

Paid-In Capital Accumulated

Deficit Total

Stockholders’

Balance at January 1, 2025

Shares Amount

Balance at December 31, 2025

314,231 $ 3 $ 3,183,960 $ ( 4,146,703 ) $ ( 962,740 )

Net loss — — — ( 1,502,498 ) ( 1,502,498 )

Stock-based compensation — — 37,146 — 37,146

Restricted stock awards issued 5,755 — 6,728 — 6,728

Restricted stock awards withheld for tax withholding obligations ( 2,274 ) — ( 39,375 ) — ( 39,375 )

Exercise of warrants 1,875 — 41,383 — 41,383

Balance at March 31, 2025

Balance at June 30, 2026 319,587 $ 3 $ 3,229,842 $ ( 5,649,201 ) $ ( 2,419,356 )

Balance at December 31, 2024

292,606 $ 3 $ 2,915,035 $ ( 3,858,087 ) $ ( 943,049 )

Net loss — — — ( 360,548 ) ( 360,548 )

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

Restricted stock awards issued 4,479 — ( 50 ) — ( 50 )

Equity issuance costs — — ( 21 ) — ( 21 )

Exercise of warrants 6,061 — 70,930 — 70,930

Balance at June 30, 2025

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

See accompanying notes to unaudited condensed consolidated financial statements.

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

Core Scientific, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31,

(Unaudited, in thousands)

Six Months Ended June 30,

Cash flows from Operating Activities:

Net (loss) income

$ ( 347,188 )

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

Net loss $ ( 1,502,498 ) $ ( 360,548 )

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

Depreciation and amortization 32,146 38,487

Loss on disposal of property, plant and equipment 14,911 4,172

Loss on remeasurement of assets held for sale 19,495 —

Impairment of property, plant and equipment

Change in right-of-use assets

Change in operating lease right-of-use assets

Stock-based compensation 36,001 40,355

Digital asset self-mining

Digital asset self-mining revenue ( 51,640 ) ( 129,769 )

Proceeds from sales of digital assets generated by self-mining revenues (1)

Decrease in fair value of digital assets

Change in fair value of warrant liabilities

Change in fair value of contingent value rights

Amortization of debt discount

Loss (gain) on fair value of digital assets 15,926 ( 19,109 )

Change in fair value of warrants and contingent value rights 1,076,314 288,494

Loss on debt extinguishment 5,435 1,377

Changes in operating assets and liabilities:

3 unchanged sentences

Deferred revenue from colocation services 98,409 131,293

Deferred revenue from hosted mining services

Other noncurrent assets and liabilities, net

Other operating assets and liabilities, net ( 32,451 ) ( 8,004 )

Net cash provided by (used in) operating activities

230,949 ( 11,041 )

Cash flows from Investing Activities:

1 unchanged sentence

Proceeds from sales of property and equipment 3,927 1,671

Purchase of equity investments

Investments in intangible assets

Acquisitions of land and development rights ( 232,500 ) —

Other investing activities ( 74 ) ( 5,036 )

Net cash used in investing activities ( 1,182,891 ) ( 208,624 )

Cash flows from Financing Activities:

Principal repayments of finance leases

Principal payments on debt

Debt extinguishment payments ( 1,000,000 ) ( 26,862 )

Proceeds from the issuance of debt 4,275,250 —

Debt issuance costs ( 48,143 ) —

Taxes paid related to net share settlement of equity awards ( 35,310 ) —

Proceeds from exercise of warrants

Proceeds from the issuance of term loan facility, net

Issuance costs for term loan facility

Principal payments on debt — ( 8,613 )

Other financing activities 158 ( 495 )

Net cash provided by (used in) financing activities

3,191,955 ( 35,970 )

Net increase (decrease) in cash, cash equivalents and restricted cash

2,240,013 ( 255,635 )

Cash, cash equivalents and restricted cash—beginning of period 311,378 836,980

Cash, cash equivalents and restricted cash—end of period $ 2,551,391 $ 581,345

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

Supplemental disclosure of other cash flow information:

Cash paid for interest, net of capitalized interest $ 12,846 $ 8,386

Income tax payments $ 652 $ 457

Supplemental disclosure of non-cash investing and financing activities:

Purchases of property, plant and equipment in accounts payable and accrued expense $ 127,520 $ 129,904

Reclass of property, plant and equipment to Held for Sale $ 33,286 $ —

Operating lease right-of-use assets obtained in exchange for lease obligations $ 13,440 $ 109

Non-cash exercise of warrants $ 1,458 $ 19,559

Reconciliation of cash, cash equivalents, and restricted cash within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows above:

Cash and cash equivalents $ 1,769,735 $ 581,345

Restricted cash, current portion 165,745 —

Restricted cash, net of current portion 615,911 —

Total cash, cash equivalents and restricted cash $ 2,551,391 $ 581,345

(1) Proceeds from digital assets received as non-cash revenue consideration liquidated upon management's discretion.

See accompanying notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

Core Scientific, Inc.

(“Core Scientific” or the “Company”) is a leader in designing, building and operating large scale, purpose-

built data centers for high-density colocation (“HDC”) services.

Core Scientific operates facilities for high-density colocation services

serving artificial intelligence-related (“AI”) workloads and is a premier provider of digital infrastructure, software solutions and

services to its third-party customers.

The majority of the Company's revenue is derived from high-density colocation services, with the

remainder derived from earning digital assets for the Company's own account and from digital asset mining hosting services.

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

circumstances allow.

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

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

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

mining for its own account and providing hosting solutions for third-party digital asset miners.

In 2024, the Company announced its

first high-density colocation contract with CoreWeave, Inc.

(“CoreWeave), a provider of high-performance computing ("HPC")

(“Core Scientific” or the “Company”) is a leader in designing, building and operating large scale, purpose-built data centers for high-density colocation services.

The Company develops and operates facilities serving artificial intelligence and high-performance computing related workloads and is a premier provider of digital infrastructure.

Historically, the Company focused on digital asset mining for its own account and providing hosting solutions for third-party digital asset miners;

in 2024, the Company announced its first high-density colocation contract with CoreWeave, Inc., a provider of high-density computing servicing, marking a strategic shift towards its current high-density colocation business.

The majority of the Company's revenue is derived from HDC services.

As of June 30, 2026, the Company had a portfolio of 11 facilities in Alabama ( 1 ), Georgia ( 2 ), Kentucky ( 1 ), North Carolina ( 1 ), North Dakota ( 1 ), Oklahoma ( 1 ), and Texas ( 4 ).

Core Scientific operates in three segments:

“Colocation,” consisting of providing high-density colocation services to customers

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

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

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

to third-party colocation customers to support workloads for machine learning and AI.

Colocation segment revenue is concentrated

with a single customer;

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

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

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

The Company’s Colocation segment provides space, power, cooling, facilities operations, security and other services to third-party colocation customers to support workloads for machine learning and AI.

Colocation segment revenue is concentrated with a single customer;

see Note 14 — Segment Reporting.

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

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

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

and efficiently mine digital assets.

The Digital Asset Self-Mining segment performs digital asset mining for the Company’s own account and generates revenue from operating owned infrastructure and computer equipment as part of mining pools in exchange for digital assets.

The Company’s Digital Asset Hosted Mining segment provides a full suite of services to digital asset mining customers.

The Company provides deployment, monitoring, troubleshooting, optimization and maintenance of customers’ digital asset mining equipment and provide necessary electrical power, repair and other infrastructure services necessary for customers to operate, maintain and efficiently mine digital assets.

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 interim condensed consolidated financial

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 interim condensed consolidated financial statements.

Basis of Presentation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”).

All intercompany balances and transactions have been

eliminated in consolidation.

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

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

The unaudited interim condensed consolidated

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

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

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

The unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC.

Accordingly, the unaudited interim condensed consolidated financial statements do not include all the information and notes required for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP and should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

In the opinion of management, all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation have been included.

All intercompany balances and transactions have been eliminated in consolidation.

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

The results for the unaudited interim condensed consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any future interim period.

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.

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

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

These estimates are based on

information available as of the date of the financial statements;

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 the useful lives of property, plant and equipment, the recoverability and fair value of long-lived assets held and used, and the fair value of assets classified as held for sale, the relative fair values used to allocate consideration in asset acquisitions and the useful lives of the resulting intangible assets, the initial measurement of lease liabilities, stock-based compensation, and income taxes.

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

therefore, actual results could differ from management’s estimates.

1 unchanged sentence

Notes to Unaudited Condensed Consolidated Financial Statements

Significant Accounting Policies

Except for the updates noted below, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a detailed discussion of the Company’s significant accounting policies.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include all cash balances and highly liquid investments, including money market funds, with original

maturities of three months or less from the date of acquisition.

As of March 31, 2026 and December 31, 2025 , substantially all cash

and cash equivalents exceeded Federal Deposit Insurance Corporation insured limits.

Restricted cash as of March 31, 2026 , consisted

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

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

As of June 30, 2026 and December 31, 2025, substantially all cash and cash equivalents exceeded Federal Deposit Insurance Corporation insured limits.

Restricted cash as of June 30, 2026, consisted of (i) funds held in the debt service reserve account established under the indenture governing the Company’s $ 3.3 billion aggregate principal amount of 7.75 % Senior Secured Notes due 2031 (the “Senior Secured Notes”), (ii) funds held in escrow in connection with the pending acquisition of Polaris DS LLC, which will be applied to the purchase price at closing, and (iii) funds held in escrow in connection with certain construction and development activities.

The Company had no restricted cash as of December 31, 2025.

Digital Assets

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

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

March 31, 2026

March 31, 2025

Digital assets, beginning of period

Digital asset self-mining revenue, net of receivables 1

Proceeds from sales of digital assets and shared hosting

Decrease in fair value of digital assets

Digital assets, end of period

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

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

The Company’s digital assets have active markets with observable prices and are classified within Level 1 of the fair value hierarchy.

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

March 31, 2026

June 30, 2026 848 $ 65,454 $ 49,675

December 31, 2025 2,537 $ 254,694 $ 222,000

Property, Plant and Equipment, Net

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

the Company’s corporate office space.

Property and equipment further consists of computer, mining, network, electrical and other

equipment, including property and equipment under finance leases.

Property, plant and equipment, net is stated at cost less

accumulated depreciation and amortization.

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

estimated useful lives of the assets.

Leasehold improvements are capitalized at cost and amortized over the shorter of their estimated

useful lives or the lease term.

Future obligations related to finance leases are presented as Finance lease liabilities, current portion and

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

Depreciation expense,

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

consolidated statements of operations.

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

otherwise prepare the asset for its intended use and to put it into service.

Directly identifiable costs include construction payroll and

benefits and other direct capital project costs.

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

considers whether an impairment of the related asset group has been triggered.

If that asset group is no longer recoverable, an

impairment is recognized for any excess of the asset group’s carrying value above its fair value.

Thereafter, the estimated useful life,

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

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

Long-Lived Asset Impairments

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

may affect recoverability or the estimated useful lives of long-lived assets.

Long-lived assets include property, plant and equipment

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

and intangible assets subject to amortization.

A long-lived asset may be impaired when the estimated future undiscounted cash flows

are less than the carrying amount of the asset.

If that comparison indicates that the asset’s carrying value may not be recoverable, the

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

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

Deferred Revenue

Deferred revenue from colocation services relate to prepaid base license fees for colocation lease arrangements which are

accounted for under Accounting Standards Codification (“ASC”) 842, Leases (“ASC Topic 842”) .

Prepaid base license fees relate to

capital expenditures on colocation facility site development funded by the customer.

Deferred revenue from hosted mining services

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

(“ASC Topic 606”).

Advanced payments are typically recognized in the following month for hosted mining services and are generally

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

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

Deferred Revenue from

Colocation Services

Deferred Revenue from

Hosted Mining Services

Total Deferred Revenue

Balance at December 31, 2024

Revenue recognized that was included in the deferred

revenue balance as of the beginning of the year

Base license fee earned, not yet due

Additional customer funding received

Balance at December 31, 2025

Revenue recognized that was included in the deferred

revenue balance as of the beginning of the year

Base license fee earned, not yet due

Additional customer funding received

Balance at March 31, 2026

Current portion at March 31, 2026

Non-current portion at March 31, 2026

Revenue Recognition - Colocation Revenue

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

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

physical security, and maintenance services.

The Company has elected the practical expedient available under ASC Topic 842, to

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

single combined component.

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

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

predominant components.

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

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

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

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

non-cancellable term.

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

revenue in the condensed consolidated balance sheets.

Certain arrangements include options to extend the term.

These extension

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

commencement.

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

customer assets and reimbursements for lessor costs such as taxes.

Payments for physical security and other routine maintenance

services are included in the fixed lease payments.

Power delivery services represent a stand ready obligation to make power available

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

to the customer over the coterminous lease term and have the same pattern of transfer as the related operating lease components.

Customers may request and the Company may provide maintenance services on customer assets during the coterminous lease term.

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

utility or fuel cost rates.

These payments from customers for power delivery and maintenance services are recognized as variable lease

payments in accordance with the practical expedient elected.

Variable lease payments are presented on a gross basis and are included

in Colocation revenue in the condensed consolidated statements of operations .

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

The Company recognizes revenue in accordance with ASC Topic 606.

One of the Company’s ongoing major or central operations is to provide hash calculations to third-party pool operators as a

participant in mining pools.

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

Contract inception and the Company’s enforceable right to consideration begin when the Company commences providing hash

calculation services to the mining pool operators.

Each party to the contract has the unilateral right to terminate the contract at any

time without any compensation to the other party for such termination.

As such, the duration of a contract is less than a day and may

be continuously renewed multiple times throughout the day.

The implied renewal option is not a material right because there are no

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

the then market rates.

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

which it participates.

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

cash consideration even if a block is not successfully validated by the mining pool operator.

The Company is entitled to compensation

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

period beginning 00:00:00 UTC and ending 23:59:59 UTC.

The non-cash consideration for providing hash calculations to the pool

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

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

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

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

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

expected to be generated for the same daily period.

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

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

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

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

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

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

operating the pool based on a rate schedule per the mining pool contract.

The mining pool fee is only incurred to the extent

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

the same daily 24-hour period.

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

calculations the Company performs;

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

transaction fees over the same 24-hour period;

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

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

The Company estimates

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

revenue recognized will not occur when the uncertainty is subsequently resolved.

The Company recognizes the non-cash consideration

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

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

Company’s principal market.

The Company recognizes non-cash consideration on the same day that control of the contracted service

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Direct expenses associated with providing hash calculation services to a third-party operated mining pool are recorded as cost

Depreciation and amortization expenses on fixed and right-of-use assets, including digital asset mining equipment, used

to provide the services are also recorded as a component of cost of revenues.

Revenue From Contracts With Customers - Digital Asset Hosted Mining Services

The Company generates revenue from contracts with customers from digital asset hosted mining services.

recognizes revenue when the promised service is performed.

Revenue excludes any amounts collected on behalf of third parties,

including sales and indirect taxes.

Hosting Services

The Company regularly enters 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 HPC

The Company’s performance obligation related to these services is satisfied over time.

The Company recognizes revenue

for services that are performed on a consumption basis, such as the amount of electricity used in a period, based on the customer’s use

of such resources.

The Company recognizes variable consumption usage hosting revenue each month as the uncertainty related to the

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

customer simultaneously receives and consumes the benefits of the Company’s performance).

The Company generally bills its

customers in advance based on estimated consumption under the contract.

The Company recognizes revenue based on actual

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

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

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.

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.

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

The Company tests long-lived asset groups for recoverability whenever events or changes in circumstances have occurred that may affect recoverability or the estimated useful lives.

Long-lived assets include property, plant and equipment and intangible assets subject to amortization.

A long-lived asset may be impaired when the estimated future undiscounted cash flows are less than the carrying amount of the asset.

If that comparison indicates that the asset’s carrying value may not be recoverable, the impairment is measured based on the difference between the carrying amount and the estimated fair value of the asset.

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

Assets Held for Sale

The Company classifies a long-lived asset (disposal group) as held for sale when all of the criteria in ASC 360-10-45-9 are met.

Assets held for sale are measured at the lower of carrying amount or fair value, less cost to sell and are no longer depreciated.

Any initial or subsequent write-down to fair value less cost to sell is recognized as a loss on remeasurement of assets held for sale in the condensed consolidated statements of operations;

a subsequent gain is recognized for any subsequent increase in fair value less cost to sell, but only to the extent of cumulative losses previously recognized.

Any gain or loss not previously recognized that results from the sale is recognized at the date of sale.

Assets held for sale are included within “Customer funding receivable and other current assets” on the condensed consolidated balance sheets.

Recently Adopted Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments

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

extinguishments.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”), which clarifies the accounting for certain settlements of convertible debt instruments as induced conversions versus extinguishments.

The guidance is effective for fiscal years beginning after December 15, 2025.

The Company adopted ASU 2024-04

as of January 1, 2026, and will apply the guidance prospectively.

The adoption of ASU 2024-04 did not have a material impact on the

Company’s consolidated financial statements and related disclosures.

The Company adopted ASU 2024-04 as of January 1, 2026, and applies the guidance prospectively.

The adoption of ASU 2024-04 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires

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

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

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

annual reporting periods beginning after December 15, 2027.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

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

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied

prospectively;

The amendments should be applied prospectively;

retrospective application is also permitted.

The Company is currently evaluating the impact these ASUs will have on its

consolidated financial statements and related disclosures.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company expects to adopt the ASU prospectively.

Adoption will not affect the recognition or measurement of the Company's expenses or the expense captions presented on the face of the Company's condensed consolidated statements of operations, but will result in additional disaggregated expense information in the notes to the Company's consolidated financial statements.

ASSET ACQUISITION

Hunt County Acquisition

On May 5, 2026, the Company completed an acquisition of land in Hunt County, Texas for an aggregate purchase price of approximately $ 233 million, and entered into a related electric service agreement, which is expected to support approximately 430 MW of gross utility power capacity.

The Company intends to develop this land as a future data center site.

The acquisition was accounted for as an asset acquisition in accordance with ASC 805-50.

The total consideration was allocated on a relative fair value basis, with $ 4.7 million allocated to land and $ 227.8 million allocated to development rights.

The development rights are a finite-lived intangible asset with a weighted-average amortization period of approximately 30 years and no significant residual value.

Amortization will begin when the related data center is placed in service, and no amortization expense was recognized during the periods presented.

As of June 30, 2026, the substantial majority of the “Intangibles, net” balance represents development rights recognized in connection with the Hunt County acquisition described above, with the remainder representing an immaterial amount of other intangible assets.

As of December 31, 2025, “Intangibles, net” consisted entirely of the same other intangible assets.

PROPERTY, PLANT, AND EQUIPMENT

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

March 31, 2026

Estimated Useful

The following table presents the composition of property, plant and equipment, net at the dates indicated (in thousands):

June 30, 2026 December 31, 2025 Estimated Useful Lives

Land and improvements (1)

$ 90,770 $ 21,769 20 years

Building and improvements

1 unchanged sentence

Mining equipment

308,479 393,623 3 years

Electrical and mechanical equipment

127,885 80,384 15 years

Other property, plant and equipment

7,385 18,164 5 to 7 years

1,044,228 789,126

accumulated depreciation and amortization

371,262 406,893

672,966 382,233

Construction in progress

1,101,176 911,066

Property, plant and equipment, net $ 1,774,142 $ 1,293,299

(1) Estimated useful life of improvements.

Land is not depreciated.

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 16.4 million and $ 19.5 million , respectively .

During the three months ended March 31, 2026 and 2025 , $ 140.5 million and $ 1.6 million , respectively, of construction in

progress was placed into service.

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

following (in thousands):

March 31, 2026

Depreciation expense for the three and six months ended June 30, 2026 was $ 15.3 million and $ 31.6 million, respectively, compared to $ 18.6 million and $ 38.1 million for the three and six months ended June 30, 2025, respectively.

During the six months ended June 30, 2026, $ 465.3 million of construction in progress was placed into service, primarily reflecting the commissioning of colocation infrastructure at the Company’s data center facilities.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents the composition of property, plant and equipment, net that is subject to operating leases with customers and is included in the total property, plant and equipment, net presented above, at the dates indicated (in thousands):

June 30, 2026 December 31, 2025

Land and improvements

$ 79,590 $ 5,546

Building and improvements

471,976 146,082

Electrical and mechanical equipment

78,752 19,146

Other property, plant and equipment

630,568 171,000

accumulated depreciation and amortization

Property, plant and equipment, net leased to customers

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

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

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

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

decreases in secondary market values for digital asset mining equipment.

As a result, the Company performed a recoverability

assessment of its mining-related asset groups in accordance with ASC Topic 360-10.

The undiscounted future cash flows for each

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

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

pricing data for similar assets.

The Company measured the fair value of its mining infrastructure assets using an income approach

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

the assets as mining hosting facilities.

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

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

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

property, plant and equipment in the condensed consolidated statements of operations.

No impairment charges were recognized during

the three months ended March 31, 2025 .

$ 614,095 $ 161,144

Depreciation expense for assets leased to customers was $ 4.9 million and $ 7.5 million for the three and six months ended June 30, 2026, respectively, and immaterial for the three and six months ended June 30, 2025, and is included in the total depreciation expense above.

During the six months ended June 30, 2026, the Company recognized impairment charges of $ 266.5 million on its mining-related property, plant and equipment, consisting of $ 151.6 million related to mining equipment and $ 114.9 million related to mining infrastructure, all of which were recognized during the three months ended March 31, 2026.

No impairment charges were recognized during the three months ended June 30, 2026, or during the three and six months ended June 30, 2025.

The Company identified indicators of impairment of its mining equipment and mining infrastructure asset groups during the three months ended March 31, 2026, including declines in bitcoin prices, declines in bitcoin hashprice, and significant decreases in secondary market values for digital asset mining equipment.

In accordance with ASC Topic 360-10, the Company performed a recoverability assessment of its mining-related asset groups.

The undiscounted future cash flows for each asset group was less than its carrying amount, indicating the assets were not recoverable.

The Company measured the fair value of its mining equipment using a market approach based on observable secondary market pricing data for similar assets, classified as Level 2 within the fair value hierarchy.

The Company measured the fair value of its mining infrastructure assets using an income approach based on a discounted cash flow analysis reflecting the estimated future cash flows a market participant would expect from operating the assets as mining hosting facilities, classified as Level 3 within the fair value hierarchy.

Refer to Note 9 — Fair Value Measurements for the significant unobservable inputs used in the Level 3 measurement.

Assets Held for Sale

During the three months ended June 30, 2026, the Company committed to a plan to sell certain undeployed mining equipment and certain electrical equipment that the Company no longer intends to use in its operations.

The assets met the criteria for held-for-sale classification under ASC 360-10-45-9, and the Company expects the sales to be completed within one year.

Upon classification, depreciation ceased and the assets were remeasured to fair value less cost to sell;

see Note 9 — Fair Value Measurements.

The remeasurement resulted in a loss of $ 19.5 million, recognized within “Loss on remeasurement of assets held for sale” on the condensed consolidated statement of operations for the three and six months ended June 30, 2026.

The remaining carrying value of $ 13.8 million is included within “Customer funding receivable and other current assets” on the condensed consolidated balance sheets as of June 30, 2026.

BALANCE SHEET COMPONENTS

Customer funding receivable and other current assets as of March 31, 2026 and December 31, 2025 consisted of the following

(in thousands):

March 31, 2026

December 31, 2025

Customer funding receivable and other current assets consisted of the following at the dates indicated (in thousands):

June 30, 2026 December 31, 2025

Customer funding receivable

$ 383,758 $ 337,158

74,731 25,001

Total customer funding receivable and other current assets

Customer funding receivable represents amounts due from the Company’s customer for construction-related payables and

accrued expenses incurred on their behalf.

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

$ 458,489 $ 362,159

Customer funding receivable represents amounts due from the Company’s 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.

Obligations related to customer items are paid soon after reimbursement.

As of March 31, 2026 , $ 187.7 million of the related

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

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

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

March 31, 2026

December 31, 2025

As of June 30, 2026, $ 302.2 million of the related obligations were included in accrued expenses and $ 81.6 million were included in accounts payable, compared to $ 290.6 million in accrued expenses and $ 46.6 million in accounts payable as of December 31, 2025.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The customer funding receivable is presented net of an allowance for credit losses.

The Company evaluates the collectibility of the customer funding receivable under the current expected credit loss model in accordance with ASC 326 and has determined that no allowance for credit losses was required as of June 30, 2026 or December 31, 2025.

Accrued expenses consisted of the following at the dates indicated (in thousands):

June 30, 2026 December 31, 2025

Accrued customer funded construction

$ 302,183 $ 290,603

Accrued capital expenditures 105,658 197,888

101,348 23,466

Total accrued expenses

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

March 31, 2026

December 31, 2025

Operating lease liabilities, net of current portion

Customer security deposit, net of current portion

Total other noncurrent liabilities

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

$ 509,189 $ 511,957

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

March 31, 2026

December 31, 2025

Operating lease right-of-use assets

Finance lease right-of-use assets

Other noncurrent assets

Operating lease liabilities,

current portion

Other current liabilities

Operating lease liabilities, net

of current portion

Other noncurrent liabilities

Finance lease liabilities, current portion

Other current liabilities

Finance lease liabilities, net of

current portion

Other noncurrent liabilities

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

Three Months Ended March 31,

The Company leases data center facilities, land, office space, and computer and networking equipment.

The following table presents the components of operating and finance leases at the dates indicated (in thousands):

Financial statement line item June 30, 2026 December 31, 2025

Operating lease right-of-use assets Operating lease right-of-use assets $ 114,199 $ 108,484

Finance lease right-of-use assets Other noncurrent assets $ 1,652 $ 1,843

Operating lease liabilities, current portion Other current liabilities

$ 13,456 $ 12,343

Operating lease liabilities, net of current portion Other noncurrent liabilities

$ 95,043 $ 89,011

Finance lease liabilities, net of current portion Other noncurrent liabilities $ 876 $ 844

The following table presents the components of lease expense for the periods indicated (in thousands):

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

Financial statement line item 2026 2025 2026 2025

Operating lease expense

Cost of colocation services

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

Short-term lease expense

Cost of digital asset self-mining

Operating lease expense Cost of colocation services

$ 3,863 $ 3,402 $ 7,649 $ 6,809

Operating lease expense Cost of digital asset self-mining

113 76 215 160

Operating lease expense Cost of digital asset hosted mining services

Operating lease expense Selling, general and administrative 205 1,218 368 2,425

Short-term lease expense Cost of digital asset self-mining 100 339 242 625

Variable lease expense

Cost of colocation services

447 304 832 573

Finance lease expense:

Amortization of right-of-use assets

Cost of digital asset self-mining

Interest on lease liabilities

Interest expense, net

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

95 170 191 396

Interest on lease liabilities Interest expense (income), net 16 30 32 79

Total finance lease expense 111 200 223 475

Total lease expense $ 4,854 $ 5,547 $ 9,556 $ 11,081

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

March 31, 2026

March 31, 2025

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents information relating to the lease term and discount rate at the dates indicated:

June 30, 2026 June 30, 2025

Weighted Average Remaining Lease Term (Years)

4 unchanged sentences

Finance leases 7.4 % 12.7 %

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Three Months Ended March 31,

The following table presents additional information relating to operating and finance leases for the periods indicated (in thousands):

Six Months Ended June 30,

Lease Payments

2 unchanged sentences

Financing cash flows from finance leases $ 1,095 $ 1,125

Supplemental Noncash Information

Supplemental Non-cash Information

Operating lease right-of-use assets obtained in exchange for lease obligations $ 13,440 $ 109

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

Decrease in operating right-of-use assets due to termination

The Company’s minimum payments under noncancelable operating and finance leases having terms in excess of one year are as

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

The following table presents the Company’s future minimum payments under noncancelable operating and finance leases having terms in excess of one year as of June 30, 2026 (in thousands):

Operating Leases

1 unchanged sentence

Remaining 2026

2027 22,957 —

2028 23,568 257

2029 23,309 440

2030 23,470 404

Thereafter 40,809 —

Total lease payments 144,467 1,101

imputed interest 35,968 225

Total $ 108,499 $ 876

Lessor Accounting

We generate revenue by leasing property to a customer under licensing agreements.

The manner in which the Company

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

Revenue Recognition — Colocation Segment .

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

Three Months Ended March 31,

Lease Revenue

The Company generates revenue by leasing property to a customer under licensing agreements.

The manner in which the Company recognizes these transactions in its financial statements is described in Note 2 — Summary of Significant Accounting Policies, Revenue Recognition — Colocation Segment of the Form 10-K for the fiscal year ended December 31, 2025.

Lease revenue is included within Colocation revenue in the condensed consolidated statements of operations.

The carrying value of property, plant and equipment subject to operating leases with customers is presented in Note 4 — Property, Plant, and Equipment.

The following table presents the components of lease revenue for the periods indicated (in thousands):

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

2026 2025 2026 2025

Operating lease revenue

$ 98,812 $ 7,010 $ 158,008 $ 13,005

Variable lease revenue

37,857 3,550 56,200 6,128

Total lease revenue $ 136,669 $ 10,560 $ 214,208 $ 19,133

1 unchanged sentence

Notes to Unaudited Condensed Consolidated Financial Statements

The following table represents the maturity analysis of operating lease payments expected to be received at March 31, 2026 ,

and thereafter (in thousands):

The following table represents future operating lease payments expected to be received as of June 30, 2026 (in thousands):

Operating Leases (1)

Remaining 2026

1 O perating lease payments expected to be received exclude $ 5.8 billion in total future noncancellable operating lease payments expected to be received for operating

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

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

Stated Interest

Effective Interest

March 31, 2026

Term Loan Facility 1

Thereafter 4,241,072

Total $ 6,087,667

(1) Operating lease payments expected to be received exclude $ 3.1 billion in total future noncancellable operating lease payments expected to be received for operating leases that have not yet commenced as of June 30, 2026, which have initial lease terms of 12 years from commencement.

The following table summarizes the terms and carrying amounts of the Company’s outstanding debt at the dates indicated (dollars in thousands):

Stated Interest Rate

Effective Interest Rates

Maturities June 30, 2026 December 31, 2025

Senior Secured Notes 7.75 % 8.3 % 2031 $ 3,300,000 $ —

2029 Convertible Notes 3.00 % 3.7 % 2029 460,000 460,000

1 unchanged sentence

Notes payable

4,385,000 1,085,000

Unamortized discounts

Total notes payable, net

current portion

Convertible and other notes payable, net of

current portion

1 Interest rate is variable and resets monthly based on SOFR plus an applicable margin of 2.50 % per annum.

As of March 31, 2026, the stated rate was 6.2 % and the

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

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

Three Months Ended March 31,

87,033 24,675

Long-term debt $ 4,297,967 $ 1,060,325

The following table presents the components of interest expense for the periods indicated (in thousands):

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

2026 2025 2026 2025

Coupon interest

$ 48,690 $ 3,450 $ 55,485 $ 6,900

Amortization of debt discount and issuance costs

3,682 1,304 5,358 2,601

Interest incurred

52,372 4,754 60,843 9,501

Capitalized interest

11,725 — 12,050 —

Interest expense

$ 40,647 $ 4,754 $ 48,793 $ 9,501

The following table presents the contractual maturities of the Company’s debt, gross of unamortized discounts, as of June 30, 2026 (in thousands):

Convertible Notes Senior Secured Notes (1)

Remaining 2026

2029 460,000 189,750

2030 — 379,500

625,000 2,730,750

$ 1,085,000 $ 3,300,000

(1) Because the First Installment Payment Date (as defined below) is contingent on rent commencement and the abatement of revenue credits under the related datacenter leases, the maturities presented above reflect scheduled amortization assuming a First Installment Payment Date of November 15, 2029.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Convertible Notes

Term Loan Facility

Remaining 2026

In March 2026, the Company entered into a loan facility credit agreement providing for a $ 1.0 billion senior secured loan facility bearing interest at Term SOFR plus 2.50 % per annum, maturing 364 days from closing (the “Term Loan Facility”).

In May 2026, a portion of the net proceeds from the Senior Secured Notes offering described below was used to repay in full all outstanding borrowings under the Term Loan Facility, including accrued interest and fees, and to terminate the facility, resulting in a loss on debt extinguishment of $ 5.4 million.

The remaining net proceeds were used to fund a debt service reserve account, of which $ 344.8 million remained on deposit as of June 30, 2026, and are included in Restricted cash on the condensed consolidated balance sheets.

In connection with the Senior Secured Notes offering, the Company recorded $ 42.0 million of debt issuance costs and a $ 24.8 million original issue discount as reductions of the carrying amount of the Senior Secured Notes, amortized to interest expense over the term of the notes using the effective interest method.

Senior Secured Notes

On May 6, 2026, Core Scientific Finance, an indirect wholly-owned subsidiary of the Company, completed a private offering of $ 3.30 billion aggregate principal amount of 7.75 % Senior Secured Notes due 2031 at an issue price of 99.25 % of the principal amount.

Interest accrues at a rate of 7.75 % per annum and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2026.

Amortization of principal will commence on the First Installment Payment Date, defined in the indenture as the first semi-annual payment date to occur at least 15 days after the later of (i) rent commencement under the related datacenter leases and (ii) the abatement of all revenue credits provided by the Company or its affiliates to the tenant under the related datacenter leases.

Beginning on the First Installment Payment Date, Core Scientific Finance will make semi-annual installment payments on May 15 and November 15 of each year at an initial annual rate of 11.50 % per annum of the original principal amount of the Senior Secured Notes outstanding on the issue date until the notes are repaid, repurchased, redeemed or otherwise discharged in full.

The Senior Secured Notes and related guarantees are secured by first-priority liens on (i) substantially all of the assets of Core Scientific Finance and Core Scientific Austin LLC, Core Scientific Denton LLC, Core Scientific Dalton LLC, Core Scientific Marble LLC and Core Scientific Muskogee LLC (collectively, the "Subsidiary Guarantors"), (ii) the equity interests of Core Scientific Finance held by its direct parent, and (iii) certain assets and rights identified as subject to the Ringfencing (as defined in the completion guarantee description below) which are not yet transferred (or in which rights to use have not been granted) to Core Scientific Finance or the Subsidiary Guarantors.

The Indenture contains customary covenants that restrict the ability of Core Scientific Finance and the Subsidiary Guarantors to, among other things, (i) incur additional indebtedness, (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (iii) make certain investments, (iv) create or incur liens, (v) consummate certain assets sales, (vi) enter into sale and lease back transactions, (vii) hold assets or conduct operations unrelated to the operation of the Facilities (as defined in the indenture) and certain additional projects, (viii) terminate or amend certain agreements, (ix) engage in certain transactions with affiliates, and (x) merge, consolidate or transfer or sell all or substantially all of their respective assets.

Neither the Company nor its other subsidiaries are subject to these covenants.

In addition, the Company provided an uncapped completion guarantee for the benefit of the holders with respect to the completion of specified data center development projects.

Core Scientific Finance may redeem the Senior Secured Notes prior to maturity, in whole or in part, at the redemption prices specified in the Indenture, which include a "make-whole" premium for redemptions prior to May 15, 2028.

Upon a change of control, Core Scientific Finance is required to offer to repurchase the Senior Secured Notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, but excluding the purchase date.

Convertible Notes

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

2029 (t he “2029 Convertible Notes”).

The 2029 Convertible Notes mature on September 1, 2029, unless earlier converted, redeemed

or repurchased.

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

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

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

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

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

As a result, the 2029

Convertible Notes were convertible at the option of the holders during the three months ended March 31, 2026 .

No holders elected to

convert during the period.

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

Notes remain convertible during the second quarter of 2026.

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

2031 (the "2031 Convertible Notes").

The 2031 Convertible Notes mature on June 15, 2031, unless earlier converted, redeemed, or

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

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

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

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

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

Term Loan Facility

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

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

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

with an accordion feature that allowed up to an additional $ 500.0 million .

The Company borrowed the full $ 500.0 million initially

available on March 5, 2026.

On March 18, 2026, the Company entered into Amendment No.

1 to the Credit Agreement (the

“Incremental Amendment”) with MSSF and JPMorgan Chase Bank, N.A.

as Amendment No.

1 Term Lender, which amended the

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

Credit Agreement.

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

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

plus an applicable margin of 2.50 % per annum.

The Term Loan Facility matures 364 days after the closing date.

The Company’s

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

lien on substantially all assets of the Company and the guarantors.

As of March 31, 2026, $ 1.0 billion was outstanding under the Term

Loan Facility.

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

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

Secured Notes Offering

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

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

price of 99.25 % of the principal amount.

Core Scientific Finance used the net proceeds from the offering to fund a debt service reserve

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

On August 19, 2024, the Company issued $ 460.0 million in aggregate principal amount of 3.00 % Convertible Senior Notes due 2029 (the “2029 Convertible Notes”).

The 2029 Convertible Notes mature on September 1, 2029, unless earlier converted, redeemed or repurchased.

The 2029 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events, including if the Company's common stock price exceeds 130 % of the conversion price (approximately $ 14.30 per share, based on the initial conversion price of approximately $ 11.00 per share) for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter.

The stock price conversion condition for the 2029 Convertible Notes was first satisfied during the fourth quarter of 2025.

As a result, the 2029 Convertible Notes were convertible at the option of the holders during the six months ended June 30, 2026.

No holders elected to convert during the period.

This condition was satisfied during each of the first and second quarters of 2026, and accordingly, the 2029 Convertible Notes remain convertible during the third quarter of 2026.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

The offering closed on May 6, 2026.

Upon such repayment, the Company terminated the Term Loan Facility.

On December 5, 2024, the Company issued $ 625.0 million aggregate principal amount of 0.00 % Convertible Senior Notes due 2031 (the "2031 Convertible Notes").

The 2031 Convertible Notes mature on June 15, 2031, unless earlier converted, redeemed, or repurchased.

The 2031 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events, including if the Company’s common stock price exceeds 130 % of the conversion price (approximately $ 29.24 per share, based on the initial conversion price of approximately $ 22.49 per share) for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter.

The stock price conversion condition for the 2031 Convertible Notes was not satisfied during any measurement period through June 30, 2026.

WARRANT LIABILITIES

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

$ 0.1 million .

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

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

cash receipts.

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

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 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 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, 2026, 0.3 million Tranche 1 Warrants were exercised, which resulted in cash receipts of $ 1.2 million.

As of June 30, 2026, there were 96.4 million unexercised Tranche 1 Warrants.

During the three and six months ended June 30, 2026, 1.2 million and 1.6 million Tranche 2 Warrants were exercised, respectively, which resulted in immaterial cash receipts.

As of June 30, 2026, there were 6.6 million unexercised Tranche 2 Warrants.

FAIR VALUE MEASUREMENTS

The Company measures certain assets and liabilities at fair value on a recurring or nonrecurring basis.

For a description of the Company’s fair value measurement policies, including the fair value hierarchy and valuation methodologies, see Note 10 - Fair Value Measurements, of the Form 10-K for the fiscal year ended December 31, 2025.

Recurring Fair Value Measurements

During the three months ended March 31, 2026 and 2025 , a decrease of $ 1.0 million and an increase of $ 12.8 million , in fair

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

condensed consolidated statements of operations.

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

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

condensed consolidated statements of operations.

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

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

Fair Value Hierarchy

The following table presents the fair value hierarchy levels and carrying amounts of assets and liabilities measured at fair value on a recurring basis at the dates indicated (dollars in thousands):

Level June 30, 2026 December 31, 2025

Cash and cash equivalents

Money market funds

1 $ 1,759,822 $ 267,721

Digital assets 1 49,675 222,000

Total assets measured at fair value on a recurring basis

$ 1,809,497 $ 489,721

Contingent value rights (1)

1 $ 1,295 $ 3,366

Warrant liabilities, current portion 1 1,811,587 —

1 unchanged sentence

Total liabilities measured at fair value on a recurring basis $ 1,976,565 $ 939,473

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

sheets, based on the expected timing of settlement.

(1) The fair value of contingent value rights is included within “Other current liabilities” and “Other noncurrent liabilities” on the Company’s condensed consolidated balance sheets, based on the expected timing of settlement.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

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

Fair Value Hierarchy

Cash and cash equivalents

Money market funds

Digital assets

Total assets measured at fair value on a recurring basis

Contingent value rights 1

Warrant liabilities, net of current portion

Total liabilities measured at fair value on a recurring basis

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

sheets, based on the expected timing of settlement.

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 March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

Carrying Amount

Fair Value Hierarchy

3.00 % Convertible Senior Notes due 2029

0.00 % Convertible Senior Notes due 2031

December 31, 2025

Carrying Amount

Fair Value Hierarchy

3.00 % Convertible Senior Notes due 2029

0.00 % Convertible Senior Notes due 2031

The following table presents the changes in fair value of the Company’s CVRs and Warrant liabilities included in “Change in fair value of warrants and contingent value rights” in the condensed consolidated statements of operations for the periods indicated (in thousands):

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

2026 2025 2026 2025

Decrease (increase) in:

Fair value of CVRs $ ( 1,036 ) $ ( 13,723 ) $ ( 2,072 ) $ ( 906 )

Fair value of Warrants 1,046,551 923,681 1,078,386 289,400

Change in fair value of warrants and contingent value rights $ 1,045,515 $ 909,958 $ 1,076,314 $ 288,494

Nonrecurring Fair Value Measurements

The Company measures certain non-financial assets at fair value on a nonrecurring basis when events or circumstances indicate

that the carrying amount may not be recoverable.

During the three months ended March 31, 2026 , the Company measured the fair

value of its mining-related long-lived asset groups in connection with the impairment charges described in Note 3 — Property, Plant,

and Equipment .

The Company measures certain non-financial assets at fair value on a nonrecurring basis when events or circumstances indicate that the carrying amount may not be recoverable, or upon classification as held for sale.

During the six months ended June 30, 2026, the Company recognized nonrecurring fair value measurements in connection with (i) impairment charges on its mining-related property, plant and equipment, measured as of March 31, 2026, and (ii) the remeasurement of certain mining and electrical equipment upon classification as held for sale, measured as of June 30, 2026, each as further discussed below.

During the three months ended March 31, 2026, the Company recognized nonrecurring fair value measurements in connection with impairment charges on its mining-related property, plant and equipment.

The Company reassessed these assets as of June 30, 2026, and determined that no additional impairment or remeasurement was necessary as the fair value exceeded the depreciated carrying value.

See Note 4 — Property, Plant, and Equipment for further detail on each of these measurements.

During the three months ended June 30, 2026, certain mining equipment previously impaired was reclassified to held for sale and remeasured to fair value less cost to sell, and certain electrical equipment was classified as held for sale and measured at fair value.

The following table presents the fair value of assets measured on a nonrecurring basis as of June 30, 2026 (in thousands):

Level 1 Level 2 Level 3 Fair value

Mining and electrical equipment held for sale $ — $ 13,790 $ — $ 13,790

The fair value of mining equipment held for sale was determined using a market approach based on observable pricing from published secondary market indices for digital asset mining hardware.

The fair value of electrical equipment held for sale was determined using a market approach based on observed sales prices for comparable equipment.

Each of these measurements is classified as Level 2 within the fair value hierarchy.

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

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

Financial Instruments Not Carried at Fair Value

The Senior Secured Notes, the 2029 Convertible Notes and 2031 Convertible Notes are recorded at amortized cost in the condensed consolidated balance sheets.

The following table presents the carrying amounts, estimated fair values, and the level within the fair value hierarchy of these instruments at the dates indicated (dollars in thousands):

June 30, 2026 December 31, 2025

Level Carrying Amount Fair Value Carrying Amount Fair Value

Senior Secured Notes 2 $ 3,300,000 $ 3,349,137 $ — $ —

2029 Convertible Notes 1 $ 460,000 $ 1,108,299 $ 460,000 $ 718,609

2031 Convertible Notes 1 $ 625,000 $ 868,409 $ 625,000 $ 657,735

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

2026 (in thousands):

Mining equipment

Mining infrastructure

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

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

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

hypothetical colocation hosting arrangement, classified as Level 3 within the fair value hierarchy.

The following table presents the

significant unobservable inputs used in the Level 3 measurement:

Significant Unobservable Input

Discount rate

Hosting rate ($/kW)

$ 2.25 - $ 2.50

Projection period

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

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

expenses and other liabilities.

Except for the 2029 Convertible Notes and 2031 Convertible Notes , the carrying amounts of these

financial instruments materially approximate their fair values.

COMMITMENTS AND CONTINGENCIES

As of March 31, 2026 , the Company had approximately $ 1.47 billion of expected future cash expenditures under its outstanding

purchase and construction commitments, primarily related to infrastructure development costs, power utility deposits, equipment

procurement, and labor.

These commitments relate to the remaining build out at existing customer conversion sites, and new

greenfield development undertaken for prospective customers.

Of this amount, $ 434.0 million will be passed through to the

Company’s customer as invoiced.

As of June 30, 2026, the Company had approximately $ 1.0 billion of expected future cash expenditures under its outstanding purchase and construction commitments, primarily related to infrastructure development costs, power utility deposits, equipment procurement, and labor.

These commitments relate to the remaining build out at existing customer conversion sites, and new greenfield development undertaken for prospective customers.

Of this amount, $ 264 million will be passed through to the Company’s customer as invoiced.

Substantially all of these expenditures are expected to occur within the next 12 months.

The Company routinely engages with construction vendors for the construction of its facilities.

These engagements are

governed by contracts containing standard terms and conditions, including certain milestones that obligate the Company to pay as

work is completed.

In the event of termination of any of these contracts by the Company, the Company would be liable for all work

that has been completed or is in process, plus any applicable fees.

The Company generally has the right to cancel open purchase orders

prior to delivery or terminate the contracts without cause.

These engagements are governed by contracts containing standard terms and conditions, including certain milestones that obligate the Company to pay as work is completed.

In the event of termination of any of these contracts by the Company, the Company would be liable for all work that has been completed or is in process, plus any applicable fees.

The Company generally has the right to cancel open purchase orders prior to delivery or terminate the contracts without cause.

Polaris DS LLC Merger Agreement

On May 5, 2026, the Company entered into an Agreement and Plan of Merger to acquire Polaris DS LLC, which owns an approximately 40 -acre site adjacent to the Company's existing Muskogee, Oklahoma data center operations, which contains an electrical substation, and electric service agreements providing for up to 440 MW of gross utility power capacity.

The aggregate purchase price is approximately $ 421 million in cash, subject to customary adjustments, and will be increased by an additional $ 40 million in cash in the event that an additional 40 MW of firm electric capacity becomes available to Polaris DS LLC prior to December 31, 2026.

As of June 30, 2026, the Company had deposited $ 120 million in cash into an escrow account, recorded in "Restricted cash, current portion" on the condensed consolidated balance sheets, which will be applied to the purchase price at closing.

The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2026.

Contract Termination

During the three months ended June 30, 2026, the Company entered into a termination and settlement agreement with Block, Inc.

and Proto Global LLC that terminated the Company's existing contract and all future delivery obligations of mining equipment thereunder.

As a result, the Company recognized a loss of $ 41.9 million within "Loss on contract termination" in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

Legal Proceedings

The Company is subject to legal proceedings arising in the ordinary course of business.

The Company accrues losses for a legal

proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters.

Accordingly, actual costs incurred may differ materially from amounts accrued and could materially adversely affect the Company’s

business, cash flows, results of operations, financial condition and prospects.

Unless otherwise indicated, the Company is unable to

estimate reasonably possible losses in excess of any amounts accrued.

The Company accrues losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters.

Accordingly, actual costs incurred may differ materially from amounts accrued and could materially adversely affect the Company’s business, cash flows, results of operations, financial condition and prospects.

Unless otherwise indicated, the Company is unable to estimate reasonably possible losses in excess of any amounts accrued.

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

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

Core filed a notice of suggestion of bankruptcy stating that its petition for bankruptcy—filed on December 21, 2022—

operates as a stay to the continuation of this matter.

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.

The Company filed a notice of suggestion of bankruptcy stating that its petition for bankruptcy—filed on December 21, 2022—operates as a stay to the continuation of this matter.

Plaintiff subsequently withdrew its claims against Core.

A lead plaintiff was

appointed in April 2023 and proofs of claim were filed in the Company’s Chapter 11 Cases.

After the Company filed its motion to

dismiss and a subsequent motion for consideration with respect to remaining claims not dismissed, all remaining claims in the

complaint against the individual defendants were subsequently dismissed without prejudice in April 2024.

On December 7, 2023, the United States Bankruptcy Court for the Southern District of Texas in Houston, sustained the

Company’s objection to the filed class proof of claim without prejudice to re-file a proof of claim on an individual basis by December

A lead plaintiff was appointed in April 2023 and proofs of claim were filed in the Company’s Chapter 11 Cases.

After the Company filed its motion to dismiss and a subsequent motion for consideration with respect to remaining claims not dismissed, all remaining claims in the complaint against the individual defendants were subsequently dismissed without prejudice in April 2024.

On December 7, 2023, the United States Bankruptcy Court for the Southern District of Texas in Houston, sustained the Company’s objection to the filed class proof of claim without prejudice to re-file a proof of claim on an individual basis by December 20, 2023;

and denied plaintiff’s Motion for Class Treatment under Fed.

No individual proof of claim was filed by

any of the class representatives of the purported class action by December 20, 2023, and a separately filed objection to confirmation of

Debtors’ Fourth Amended Chapter 11 Plan and Disclosure Statement was overruled by the Bankruptcy Court on January 16, 2024.

January 29, 2024, plaintiff filed a notice of appeal of the order confirming the Company’s Plan of Reorganization.

On June 7, 2024, Plaintiff refiled its complaint asserting that the individual defendants violated the Securities Exchange Act by

allegedly failing to disclose to investors that among other things the Company failed to disclose known trends or uncertainties that

would have an impact on the Company’s financial performance.

The Company’s motion to dismiss the refiled complaint is pending

with the United States District Court in Austin, Texas.

On March 7, 2025, the United States District Court for the Western District (Austin) of Texas referred Plaintiff's complaint to

the United States Bankruptcy Court for the Southern District of Texas in Houston for determination of the issues raised by the

Company's motion to dismiss, dismissed without prejudice Company's motion to dismiss as moot and administratively closed the case.

On March 19, 2025, the United States Bankruptcy Court Southern District of Texas Houston Division dismissed Plaintiff's appeal of

the order confirming the Company's Plan of Reorganization as it related to the Plaintiffs as moot in light of the administrative closure

of the securities case brought by the Plaintiffs in the United States District Court Western District of Texas.

On April 2, 2025, the

Plaintiff's filed a Motion for Reconsideration of the orders entered in each of the United States District Court for the Southern District

of Texas Houston Division and the United States District Court for the Western District of Texas (Austin) each of which was denied

and as to which Plaintiff has appealed.

No individual proof of claim was filed by any of the class representatives of the purported class action by December 20, 2023, and a separately filed objection to confirmation of Debtors’ Fourth Amended Chapter 11 Plan and Disclosure Statement was overruled by the Bankruptcy Court on January 16, 2024.

On January 29, 2024, plaintiff filed a notice of appeal of the order confirming the Company’s Plan of Reorganization.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

On June 7, 2024, Plaintiff refiled its complaint asserting that the individual defendants violated the Securities Exchange Act by allegedly failing to disclose to investors that among other things the Company failed to disclose known trends or uncertainties that would have an impact on the Company’s financial performance.

The Company’s motion to dismiss the refiled complaint is pending with the United States District Court in Austin, Texas.

On March 7, 2025, the United States District Court for the Western District (Austin) of Texas referred Plaintiff's complaint to the United States Bankruptcy Court for the Southern District of Texas in Houston for determination of the issues raised by the Company's motion to dismiss, dismissed without prejudice Company's motion to dismiss as moot and administratively closed the case.

On March 19, 2025, the United States Bankruptcy Court Southern District of Texas Houston Division dismissed Plaintiff's appeal of the order confirming the Company's Plan of Reorganization as it related to the Plaintiffs as moot in light of the administrative closure of the securities case brought by the Plaintiffs in the United States District Court Western District of Texas.

On April 2, 2025, the Plaintiff's filed a Motion for Reconsideration of the orders entered in each of the United States District Court for the Southern District of Texas Houston Division and the United States District Court for the Western District of Texas (Austin) each of which was denied and as to which Plaintiff has appealed.

Shareholder Class Action (“Ihle”)

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

Infrastructure Acquisition Corp.

(the former name of the current corporate entity operating our business, or “XPDI”) and XMS

Sponsor LLC et al, in the Court of Chancery State of Delaware.

The complaint alleges breach of fiduciary duties arising out of the

merger of XPDI and the entity that conducted our business operations prior to the merger and the marketing and solicitation of

shareholders pursuant to that merger agreement dated July 20, 2021.

Certain of the defendants have notified the Company of their

intention to seek defense and indemnification in this matter pursuant to Delaware law and the Company’s bylaws.

The matter was

settled during the quarter ended December 31, 2025, with the Company’s payment in satisfaction of its existing indemnification

This payment is reflected in the Loss on legal settlements in the Company’s condensed consolidated statements of

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

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

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

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

The matter was settled during the three months ended December 31, 2025, with the Company’s satisfying its existing indemnification obligation through a payment of $ 0.5 million made during the three months ended March 31, 2026.

This payment is reflected in “Other non-operating expenses, net” in the Company’s condensed consolidated statements of operations.

Patent Infringement Claim

Malikie Innovations Ltd and Key Patents Innovations Ltd.

(“Malikie”), 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.

(“Malikie”), 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.

and 8,532,286.

On July 20, 2025 the Company

filed a motion to dismiss the claims on the basis that the patents are invalid under 35 U.S.C §101 and on July 25, 2025 the Company

filed a motion to transfer the case to the United States District Court for the Western District of Texas (Austin).

On November 14,

2025 Malikie filed a motion to amend the complaint to add allegations of infringement of U.S.

8,712,039 by the

Company’s bitcoin mining business and its HPC business.

Malikie also asserted infringement of the previously asserted 8,532,286

patent against the Company’s HPC business.

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

On November 14, 2025 Malikie filed a motion to amend the complaint to add allegations of infringement of U.S.

8,712,039 by the Company’s bitcoin mining business and its HPC business.

Malikie also asserted infringement of the previously asserted 8,532,286 patent against the Company’s HPC business.

All motions are pending.

1 unchanged sentence

Leases —See Note 6 — Leases for additional information.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

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.

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

Three Months Ended March 31,

(in thousands, except percentages)

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 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.

The following table presents income tax expense and effective income tax rate for the periods indicated (dollars in thousands):

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

2026 2025 2026 2025

Income tax expense $ 1,907 $ 158 $ 2,507 $ 363

Effective income tax rate

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

discrete state taxes.

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

compared to the U.S.

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

non-deductible loss on warrant and contingent liabilities ( 3.2 )% and other items ( 1.2 )% .

The Company has a full valuation allowance

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

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

discrete state taxes.

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

compared to the U.S.

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

non-deductible loss on warrant and contingent liabilities ( 24.6 )% and other items 0.9 % .

The Company has a full valuation allowance

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

( 0.2 ) % — % ( 0.2 ) % ( 0.1 ) %

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025, income tax expense consisted of discrete state taxes.

The Company’s estimated annual effective income tax rate without consideration of discrete items was ( 0.2 )% and 0.0 % for 2026 and 2025, respectively, compared to the U.S.

federal statutory rate of 21.0%.

The difference from the statutory rate for the three and six months ended June 30, 2026 was primarily driven by projected changes in the valuation allowance.

The difference from the statutory rate for the three and six months ended June 30, 2025 was primarily driven by nondeductible losses on warrant and contingent value right liabilities.

The Company has a full valuation allowance on its net deferred tax assets as evidence indicates it is not more likely than not that such asset will be realized.

STOCK-BASED COMPENSATION

Incentive Plan

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

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

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

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

The number of

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

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

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

service conditions and measurement periods for the market conditions.

If certain market-based share price goals are not met during

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

such market conditions are then met (and the service conditions are then satisfied).

The following table presents additional information

relating to each MSU award:

Share Price Goal

Incremental Units

Tranche Cumulative Units

December 31, 2026 Vesting:

The Company maintains an equity-based incentive plan (the "Incentive Plan") under which it grants RSUs, MSUs, and PSUs to employees and executive officers.

Performance Share Units

PSUs are granted to certain executive officers under the Incentive Plan and are subject to satisfaction of a service condition and the achievement of market or performance conditions during a defined measurement period.

In April 2025, the Company granted PSUs that are eligible to vest in three equal annual installments through March 2028, subject to continued service and the achievement of market and performance conditions, with the number of shares earned ranging from 0 % to 300 % of target based on the achievement of the applicable conditions during each measurement period.

In May 2026, the Company granted additional PSUs eligible to cliff vest on March 15, 2029, subject to continued service and the achievement of market and performance conditions, including RTSR, energized megawatt growth, and new customer acquisition, over the 2026 through 2028 calendar years.

The number of shares earned ranges from 0 % to 200 % of target, and up to 250 % of target for the Chief Executive Officer.

The grant date fair value of the tranche subject to the RTSR market condition was estimated using a Monte Carlo simulation model, using the following assumptions:

May 2026 Grant

Expected term of awards in years

Expected volatility

Risk-free interest rate

Expected dividend yield

Restricted Stock Units

RSUs are granted to employees and executive officers under the Incentive Plan and generally vest over a three-year service period, based on continued service.

Market Condition Restricted Stock Units

MSUs vest based on the achievement of share price goals over a defined measurement period.

For the vesting schedule and additional terms of outstanding MSU awards, see Note 13 - Stockholders’ Deficit in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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 tranch e.

Market conditions include RTSR metric, which is a measure of the performance of the Company’s own

stock relative to the Russell 2000.

Performance conditions include aggregate energized MW growth and colocation customer

acquisition targets.

Stock-Based Compensation

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

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

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

except per share amounts) :

The following table summarizes RSU, MSU, and PSU activity for the six months ended June 30, 2026 (shares in thousands):

Restricted Stock Units

Market Condition Restricted Stock

Performance Restricted Stock Units

Market Condition Restricted Stock Units Performance Restricted Stock Units

Shares Weighted-Average

Grant Date Fair

Value Number of

Shares Weighted-Average

Grant Date Fair

Value Number of

Shares Weighted-Average

Grant Date Fair

Unvested - January 1, 2026

Unvested - December 31, 2025

13,270 $ 8.58 844 $ 6.14 5,519 $ 11.57

2,077 19.96 8 3.99 1,717 29.31

Performance adjustment (1)

Unvested - March 31, 2026

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

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

Compensation Cost

Weighted-Average

Recognition Period

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

condensed consolidated statements of operations as follows (in thousands):

Three Months Ended March 31,

— — — — ( 1,471 ) 11.57

( 3,454 ) 9.62 — — ( 1,840 ) 15.71

( 262 ) 8.56 — — — —

Unvested - June 30, 2026

11,631 $ 10.24 852 $ 6.14 3,925 $ 20.24

(1) Represents the adjustment to PSUs to reflect the number earned based on achievement of the applicable market and performance conditions ( 0 % to 300 % of target).

The following table presents unrecognized compensation cost and the related weighted-average period over which the cost is expected to be recognized as of June 30, 2026 (dollars in thousands):

Unrecognized Compensation Cost

Weighted-Average Recognition Period

RSUs $ 99,093 2.0 years

62,631 2.5 years

994 0.5 years

The following table presents the stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the periods indicated (in thousands):

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

2026 2025 2026 2025

Cost of revenue $ 1,283 $ 941 $ 2,136 $ 2,323

2 unchanged sentences

Stock-based compensation expense, net of amounts capitalized (1)

18,240 24,171 36,001 40,355

Capitalized stock-based compensation (2)

519 176 1,145 396

Total stock-based compensation cost

$ 18,759 $ 24,347 $ 37,146 $ 40,751

(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.

NET (LOSS) 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.

Upon exercise of the Tranche 2 Warrants, shares are issuable for little or no

consideration, sometimes referred to as “penny warrants”.

Under ASC 260-10-45-13, those issuable shares are considered outstanding

in the computation of basic EPS whether or not related warrants have been exercised.

At March 31, 2026 , approximately 7.8 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 (loss) income.

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

stock units, conversion of convertible securities, or the exercise of options and/or warrants.

The potentially dilutive effect of

convertible securities is calculated using the if-converted method.

The potentially dilutive effect of options or warrants are computed

using the treasury stock method.

When potentially dilutive securities have an anti-dilutive effect (i.e., increase income per share or

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

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

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

Three Months Ended March 31,

Net (loss) income

NET LOSS PER SHARE

Basic EPS is measured as the net loss available to common stockholders divided by the weighted average common shares outstanding for the period.

Diluted EPS reflects the potential dilution from unvested RSUs, PSUs, and MSUs, conversion of convertible securities using the if-converted method, and exercise of options and warrants using the treasury stock method.

When potentially dilutive securities have an antidilutive effect they are excluded from the diluted EPS calculation.

Upon exercise of the Tranche 2 Warrants, shares are issuable for little or no consideration, sometimes referred to as “penny warrants”.

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

At June 30, 2026, approximately 6.6 million shares of common stock remain issuable upon the exercise of the Tranche 2 Warrants and are included in weighted average shares outstanding for the three and six months then ended.

The basic EPS numerator is adjusted to eliminate changes in fair value of Tranche 2 Warrants recognized in net loss.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The 2029 and 2031 Convertible Notes were excluded from the computation of diluted EPS for all periods presented as their inclusion would be antidilutive given the Company’s net loss position in all periods.

The following table presents the reconciliation of the numerators and denominators used to compute basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts):

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

2026 2025 2026 2025

Net loss $ ( 1,155,310 ) $ ( 936,799 ) $ ( 1,502,498 ) $ ( 360,548 )

Change in fair value of Tranche 2 Warrants

Basic and diluted net (loss) income

74,234 923,525 78,995 289,104

Weighted average shares outstanding - basic

Effect of dilutive securities:

Tranche 1 Warrants

RSUs, PSUs, and MSUs

Weighted average shares outstanding - diluted

Net (loss) income per share - basic

Net (loss) income per share - diluted

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

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

Three Months Ended March 31,

Basic and diluted net loss $ ( 1,081,076 ) $ ( 13,274 ) $ ( 1,423,503 ) $ ( 71,444 )

Weighted average shares outstanding - basic and diluted 325,329 317,985 324,128 316,593

Net loss per share - basic and diluted $ ( 3.32 ) $ ( 0.04 ) $ ( 4.39 ) $ ( 0.23 )

The following table presents pote ntially dilutive securities excluded from the calculation of diluted EPS because their inclusion would be anti-dilutive (in thousands):

June 30, 2026 June 30, 2025

Convertible Notes 69,611 69,611

RSUs, PSUs, and MSUs

16,408 25,204

Stock options

Tranche 1 Warrants

96,361 97,542

Total shares issuable from potentially dilutive securities

182,714 192,701

SEGMENT REPORTING

The Company’s operating segments are aggregated into reportable segments only if they exhibit similar economic

characteristics and have similar business activities.

The Company has three operating segments:

“Colocation”, consisting of providing high-density colocation services to

customers employing AI and HPC related workloads;

“Digital Asset Self-Mining”, consisting of performing digital asset mining for

its own account;

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

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

payments on a recurring basis.

The Digital Asset Self-Mining segment generates revenue from operating owned digital infrastructure

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

exchange for these services, the Company receives digital assets.

The Digital Asset Hosted Mining business generates revenue through

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

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

The CODM uses gross profit to

evaluate performance and allocate resources.

Gross profit is used to evaluate actual results against expectations, which are based on

comparable prior results, current budget, and current forecast.

Gross profit is also used in deciding how profits and cash flows will be

reinvested or otherwise deployed.

The CODM does not evaluate performance or allocate resources based on segment asset or liability

Colocation, Digital Asset Self-Mining, and Digital Asset Hosted Mining.

The Colocation segment provides HDC services to customers employing AI and HPC workloads and generates revenue through licensing agreements and orders with licensees that include fixed and variable payments on a recurring basis.

The Digital Asset Self-Mining segment performs digital asset mining for the Company’s own account and generates revenue from operating owned digital infrastructure and computer equipment as part of mining pools in exchange for digital assets.

The Digital Asset Hosted Mining segment provides hosting services to third-parties for digital asset mining through consumption-based contracts.

The Company’s Chief Executive Officer is the CODM.

The CODM uses gross profit to evaluate segment performance and allocate resources.

Gross profit is used to evaluate actual results against expectations based on comparable prior results, current budget, and current forecast, and to inform decisions about how profits and cash flows will be reinvested or otherwise deployed.

The CODM does not evaluate performance or allocate resources based on segment asset or liability information;

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

The segments’ accounting policies are the

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

The Company excludes certain operating expenses and

other expenses from the allocations to operating segments.

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;

these items are presented in the reconciliation of segment gross profit to consolidated loss before income taxes below.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Three Months Ended March 31,

(in thousands, except percentages)

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

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

2026 2025 2026 2025

Colocation Segment

Colocation revenue:

$ 98,812 $ 7,010 $ 158,008 $ 13,005

Power fees passed through to customer

35,073 3,464 56,132 6,050

Maintenance and other

2,784 86 68 78

Total colocation revenue 136,669 10,560 214,208 19,133

1 unchanged sentence

Power fees passed through to customer

35,073 3,464 56,132 6,050

Depreciation expense 4,621 104 6,696 171

Employee compensation

4,801 1,148 7,787 2,442

Facility operations expense 10,381 4,336 17,136 8,187

Other segment items (1)

1,810 378 2,553 686

Total cost of colocation services 56,686 9,430 90,304 17,536

Colocation gross profit

$ 79,983 $ 1,130 $ 123,904 $ 1,597

Colocation gross margin

59 % 11 % 58 % 8 %

Digital Asset Self-Mining Segment

Digital asset self-mining revenue

$ 21,535 $ 62,424 $ 51,640 $ 129,603

Cost of digital asset self-mining:

Power fees 17,861 30,720 45,131 61,039

Depreciation expense 9,897 18,058 23,806 37,317

2 unchanged sentences

Other segment items (1)

604 450 1,115 1,427

Total cost of digital asset self-mining 33,700 59,589 80,889 120,759

Digital Asset Self-Mining gross profit

Digital Asset Self-Mining gross profit (loss)

$ ( 12,165 ) $ 2,835 $ ( 29,249 ) $ 8,844

Digital Asset Self-Mining gross margin ( 56 ) % 5 % ( 57 ) % 7 %

2 unchanged sentences

Cost of digital asset hosted mining services:

Power fees 2,356 3,208 5,659 4,574

Depreciation expense 626 334 931 479

4 unchanged sentences

Digital Asset Hosted Mining gross profit

$ 2,226 $ 1,060 $ 5,495 $ 2,797

Digital Asset Hosted Mining gross margin 37 % 19 % 40 % 30 %

1 unchanged sentence

Consolidated cost of revenue

$ 94,157 $ 73,603 $ 179,295 $ 144,915

Consolidated gross profit

$ 70,044 $ 5,025 $ 100,150 $ 13,238

Consolidated gross margin 43 % 6 % 36 % 8 %

(1) Other segment items consist primarily of software and IT costs, travel, professional and contract services, and telecommunications costs.

Core Scientific, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

A reconciliation of the reportable segment gross profit to (loss) income before income taxes included in the Company’s

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

Three Months Ended March 31,

The following table presents a reconciliation of total reportable segment gross profit to consolidated loss before income taxes included in the Company’s condensed consolidated statements of operations for the periods indicated (in thousands):

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

2026 2025 2026 2025

Reportable segment gross profit

Decrease in fair value of digital assets

$ 70,044 $ 5,025 $ 100,150 $ 13,238

Loss (gain) on fair value of digital assets 9,368 ( 29,797 ) 15,926 ( 19,109 )

Loss on disposal of property, plant and equipment

1,273 4,166 14,911 4,172

Loss on remeasurement of assets held for sale 19,495 — 19,495 —

Impairment of property, plant and equipment

— — 266,488 —

Loss on contract termination 41,948 — 41,948 —

Colocation organizational and site startup costs 27,039 11,655 35,704 23,322

Selling, general and administrative

49,389 45,285 94,568 78,175

Operating loss

( 78,468 ) ( 26,284 ) ( 388,890 ) ( 73,322 )

Non-operating expenses (income), net:

Loss on debt extinguishment

5,435 1,377 5,435 1,377

Interest expense (income), net

23,833 ( 1,185 ) 28,690 ( 3,372 )

Change in fair value of warrants and contingent value rights

Loss on legal settlements

1,045,515 909,958 1,076,314 288,494

Other non-operating expense, net 152 207 662 364

Total non-operating expense (income), net

(Loss) income before income taxes

Total non-operating expense, net

1,074,935 910,357 1,111,101 286,863

Loss before income taxes

$ ( 1,153,403 ) $ ( 936,641 ) $ ( 1,499,991 ) $ ( 360,185 )

Concentrations of Revenue and Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash

equivalents and accounts receivable.

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable.

Credit risk with respect to accounts receivable is concentrated with a small number of customers.

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 March 31, 2026 and December 31, 2025 , all of the Company’s fixed assets

were located in the United States.

For the three months ended March 31, 2026 and 2025 , all of the Company’s revenue was generated

in the United States.

For the three months ended March 31, 2026 and 2025 , 26 % and 84 % , respectively, of the Company’s total

revenue was generated from one customer in the Digital Asset Self-Mining segment.

For the three months ended March 31, 2026 and

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

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

SUPPLEMENTAL CASH FLOW AND NONCASH INFORMATION

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

Three Months Ended March 31,

Supplemental disclosure of other cash flow information:

Cash paid for interest

Income tax (refunds) payments

Supplemental disclosure of noncash investing and financing activities:

Purchases of PP&E in accounts payable and accrued expense

Noncash exercise of warrants

Noncash asset retirement obligation addition

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, 2026 and December 31, 2025, all of the Company’s fixed assets were located in the United States.

For the three and six months ended June 30, 2026 and 2025, all of the Company’s revenue was generated in the United States.

For the three months ended June 30, 2026 and 2025, 13 % and 80 %, respectively, of the Company’s total revenue was generated from one customer in the Digital Asset Self-Mining segment.

For the six months ended June 30, 2026 and 2025, 18 % and 82 %, respectively, of the Company’s total revenue was generated from one customer in the Digital Asset Self-Mining segment.

For the three months ended June 30, 2026 and 2025, 83 % and 13 %, respectively, of the Company’s total revenue was generated from one customer in the Colocation segment.

For the six months ended June 30, 2026 and 2025, 77 % and 12 %, respectively, of the Company’s total revenue was generated from one customer in the Colocation segment.

As of June 30, 2026 and December 31, 2025, substantially all of the Company’s digital assets were held by one third-party digital asset service.

Core Scientific, Inc.

1 unchanged sentence

SUBSEQUENT EVENTS

Hunt County Acquisition

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

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

service agreement with Farmers Electric Cooperative, Inc.

for an approximately 430 MW project, which the Company intends to

develop as a future data center site.

The aggregate purchase price was approximately $ 232.5 million in cash, of which a $ 2.0 million

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

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

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

March 31, 2026.

Polaris DS LLC Merger Agreement

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

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

agreements providing for up to 440 MW of gross utility power capacity.

The aggregate purchase price is approximately $ 421 million

in cash, subject to customary adjustments and certain contingent payments.

Concurrently with execution, the Company deposited an

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

will be applied to the purchase price at closing.

The transaction is subject to customary closing conditions and is expected to close in

the third quarter of 2026.

On July 27, 2026, the Company entered into Lease Agreements (collectively, the “AMD Leases”) with Advanced Micro Devices, Inc.

(“AMD”) for an aggregate of 377 MW of critical IT capacity at the Company’s Pecos, TX;

Muskogee, OK;

and Hunt County, TX sites;

and Lease Agreements (the “Neocloud Leases,” and collectively with the AMD Leases, the “Leases”) with a Neocloud (“Neocloud”), for 152 MW of critical IT capacity at the Company’s Auburn, AL and Dalton Phase 3, GA sites.

Each of the Leases is for a fifteen year term with three five-year options.

The AMD Leases provide AMD a reservation of capacity right to lease from the Company at certain times and under certain circumstances an additional 1,925 MWs of critical IT capacity through December 28, 2028.

In connection with the Neocloud Leases, each of the Company, Neocloud and AMD has entered into a Credit Support Agreement with respect to each Neocloud Lease:

(i) establishing protections for AMD equipment held within the applicable Neocloud Lease premises, (ii) providing AMD the right, but not the obligation, to cure certain defaults of Neocloud under the applicable Neocloud Lease, and (iii) establishing AMD’s rights and obligations in the event of certain material defaults by a Neocloud with respect to the applicable Neocloud Lease.

Each Credit Support Agreement will terminate automatically upon earliest to occur of the expiration of the applicable Neocloud Lease, specified circumstances relating to the insolvency or default of Neocloud, and 15 years from the effective date of the applicable Neocloud Lease.

In addition, AMD may terminate the applicable Credit Support Agreement upon the Company’s breach of a material representation, subject to a specified cure period.

In addition, the Company issued to AMD a warrant (the “Warrant”) to purchase up to 30 million shares (the “Warrant Shares”) of the Company’s common stock, par value $ 0.00001 per share (“Common Stock”) at an exercise price of $ 23.47 per share, which represents the volume-weighted average price of the Company’s Common Stock on the Nasdaq Global Select Market for the five trading days prior to execution of the Leases.

The Warrant is exercisable immediately, subject to satisfaction of the vesting conditions therein, and will terminate on July 27, 2031.

The Warrant Shares will vest at a rate of 12,222 shares per megawatt of critical IT load under the signed agreements.

As a result of the Leases executed on July 27, 2026, an aggregate of approximately 6.5 million Warrant Shares vested and became exercisable.

The warrant and underlying shares were not registered under the Securities Act and were issued in reliance on Section 4(a)(2).

The Company is evaluating the accounting treatment, including measurement and classification.

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

Item 1. Financial Statements