Core Scientific Inctx
For the period ended Mar 31, 2025. Filed May 7, 2025.
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Mar 31, 2025 · Filed May 7, 2025
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10 — Stockholders' Deficit
- STOCK-BASED COMPENSATION
Incentive Plan
The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”). Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date. 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. The MSU vesting schedule is proportionate over athree-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, 2025 Vesting: | ||
| $3.14 | 144,041 | 144,041 |
| $5.00 | 144,041 | 288,082 |
| $8.00 | 144,041 | 432,123 |
| $10.00 | 144,041 | 576,164 |
| $12.00 | 144,041 | 720,205 |
| $14.00 | 144,041 | 864,246 |
| December 31, 2026 Vesting: | ||
| $3.14 | 142,050 | 142,050 |
| $5.00 | 142,050 | 284,100 |
| $8.00 | 142,050 | 426,150 |
| $10.00 | 142,050 | 568,200 |
| $12.00 | 142,050 | 710,250 |
| $14.00 | 142,050 | 852,300 |
Stock-Based Compensation
A summary of RSU and MSU activity for the three months ended March 31, 2025, is as follows (amounts in thousands, except per share amounts):
| Restricted Stock Units | Market Condition Restricted Stock Units | |||
|---|---|---|---|---|
| Number ofShares | Weighted-AverageGrant Date FairValue | Number ofShares | Weighted-AverageGrant Date FairValue | |
| Unvested - December 31, 2024 | 18,341 | 7.68 | 1,728 | 6.11 |
| Granted | 942 | 10.62 | — | — |
| Vested | (2,981) | 7.46 | — | — |
| Forfeited | (302) | 7.63 | (12) | 3.99 |
| Unvested - March 31, 2025 | 16,000 | $7.90 | 1,716 | $6.12 |
As of March 31, 2025, the Company had approximately $104.5 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over a weighted average time period of 2.3 years, and an additional $6.0 million of unrecognized stock-based compensation expense related to MSUs for which some or all of the requisite service has been provided under the service conditions but had market conditions that had not yet been achieved. The unrecognized stock-based compensation expense related to MSUs is expected to be recognized over a weighted average time period of 1.7 years.
Stock-based compensation expense for the three months ended March 31, 2025 and 2024, is included in the Company’s Consolidated Statements of Operations as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of revenue | $1,382 | $959 |
| Selling, general and administrative | 14,803 | (2,019) |
| Stock-based compensation expense, net of amounts capitalized1 | 16,185 | (1,060) |
| Capitalized stock-based compensation2 | 220 | — |
| Total stock-based compensation cost | $16,405 | $(1,060) |
1 The three months ended March 31, 2024, includes the reversal of stock-based compensation expense due to $6.1 million in forfeitures incurred during the period.
2 Represents the amounts of stock-based compensation capitalized to property, plant, and equipment.
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