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Core Scientific, Inc./tx

For the period ended Mar 31, 2026. Filed May 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

CORZ$11.76+3.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-24.

0001628280-25-046272

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001628280-26-031396

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 262 previous paragraphs and 372 current paragraphs.

16 unchanged; 29 reworded; 257 added; 216 removed; 1 previous and 70 current paragraphs rearranged.

Tables are not compared: 29 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (257)

Current report

31, 2025, filed with the Securities and Exchange Commission on March 2, 2026.

Current report

purpose-built data centers that support high-density colocation services and digital asset mining for both our own account and to a

Current report

lesser extent, third-party customers. Our data centers are optimized for power-intensive, mission-critical computing workloads, with a

Current report

focus on artificial intelligence (“AI”) and other high-performance computing (“HPC”) applications.

Current report

In 2024, we announced our first high-density colocation contract with CoreWeave, Inc. (“CoreWeave), a provider of HPC

Current report

services, which was subsequently expanded to 590 megawatts (“MW”) of leased customer power capacity over the exercise of several

Current report

obligations to suppliers and customers. In addition to converting our existing portfolio, we are actively pursuing the acquisition of

Current report

new sites, including land and power capacity, to expand our data center footprint beyond our current facilities.

Current report

We will continue to mine digital assets and manage our self-mining fleet with a focus on power expense coverage and cash

Current report

increase revenue derived from high-density colocation (“HDC”) services as capacity gets delivered to our current end customer as well

Current report

as when we sign and begin generating revenue from new colocation customers.

Current report

As of March 31, 2026, we operated a diversified portfolio of ten data centers across seven U.S. states, representing

Current report

approximately 1.9 gigawatts (“GW”) of gross utility power capacity, or approximately 1.3 GW of total leasable customer power

Current report

For thethree months ended March 31, 2026, total revenue increased to$115.2 million from$79.5 million for the prior period,

Current report

primarily due to higher colocation revenue from incremental billable customer power capacity, partially offset by lower digital asset

Current report

self-mining revenue driven by reduced bitcoin production and lower average bitcoin prices. Operating loss was$310.4 million for the

Current report

three months ended March 31, 2026, compared to $47.0 million in the prior period, primarily driven by $266.5 million of non-cash

Current report

impairment charges on mining-related property, plant and equipment. Netloss was$347.2 million during thethree months ended

Current report

March 31, 2026, compared to net income of$576.3 million in the prior period, and included significant non-cash items, including

Current report

changes of$30.8 million in the fair value of warrants and contingent value rights. Adjusted EBITDA increased to $4.4 million from

Current report

On March 4, 2026, we entered into a loan facility Credit Agreement (the “Credit Agreement”), by and among us, as borrower,

Current report

the lenders party thereto from time to time (the “Lenders”) and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative

Current report

agent and collateral agent. The Credit Agreement provides for a senior secured loan facility (the “Term Loan Facility”) in an aggregate

Current report

principal amount of $500.0 million. The Credit Agreement also provides for an accordion feature that allowed us to request an

Current report

increase in commitments under the Credit Agreement by up to an additional $500.0 million. Subject to certain customary conditions,

Current report

we may borrow funds available under the Term Loan Facility, in up to ten separate advances, during the period commencing on May

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4, 2026 and ending on the date that is one business day prior to the Maturity Date (as defined below). We borrowed the full $500.0

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million initially available under the Credit Agreement on March 5, 2026.

Current report

On March 18, 2026, we entered into an Amendment No. 1 to the Credit Agreement (the “Incremental Amendment”) with

Current report

MSSF and JPMorgan Chase Bank, N.A. (“JPM”), as Amendment No. 1 Term Lender, which amends the Credit Agreement to increase

Current report

the term loan commitments thereunder by $500.0 million, to $1.0 billion total, pursuant to the accordion feature. We borrowed the full

Current report

The Term Loan Facility will mature, and all obligations thereunder will become due and payable, on March 3, 2027 (the

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“Maturity Date”). Loans under the Term Loan Facility bear interest at a rate equal to term SOFR (subject to a 0% floor), plus an

Current report

Our obligations under the Credit Agreement are guaranteed by certain of our direct or indirect, wholly owned material domestic

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Removed paragraphs (216)

Previous report

Our average self-mining fleet energy efficiency for the three months ended September 30, 2025 and 2024 was 24.6 and 24.5 joules per terahash, respectively. Self-mining fleet energy efficiency is a measure of our fleet’s average actual energy efficiency over the period presented.

Previous report

On July 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CoreWeave, Inc. (“CoreWeave”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, CoreWeave will acquire the Company in an all-stock transaction. Pursuant to the Merger Agreement, each outstanding share of the Company’s common stock at the Effective Time (as defined in the Merger Agreement) will be cancelled and converted into a number of fully paid and non-assessable shares of CoreWeave Class A common stock, equal to the exchange ratio of 0.1235. The transaction is subject to the approval of the Company’s stockholders and customary closing conditions, including applicable regulatory approvals. The special meeting of the Company’s stockholders to consider and vote on the Merger Agreement is scheduled to be held on October 30, 2025. Stockholders of record as of September 19, 2025 are entitled to notice of, and to vote at, the special meeting.

Previous report

As a large-scale owner and operator of high-power digital infrastructure for digital asset mining and high-density colocation services, we believe that we are well positioned to serve an expanding market for AI and HPC workloads. As noted in the “Business Strategy” section below, we believe that opportunities for growth exist in various applications of our data centers for third-party customers focused on cloud computing as well as machine learning and artificial intelligence, which has driven our recent expansion into providing high-density colocation services. Our digital asset mining operation is focused on earning bitcoin by solving complex cryptographic algorithms to validate transactions on specific bitcoin blockchains, which is commonly referred to as “mining.” Our digital asset self-mining activity competes with myriad mining operations throughout the world to complete new blocks on the blockchain and earn the reward in the form of bitcoin.

Previous report

We intend to focus primarily on contracting our digital infrastructure for high-density colocation services, including allocating a significant portion of our current and future data centers to support other forms of third-party AI and HPC workloads. As we contract with additional colocation customers, our digital infrastructure will transition from digital asset mining to providing high-density colocation services. We will continue to mine digital assets only so long as such activity remains profitable.

Previous report

Our business strategy is to grow our revenue and profitability by expanding our large-scale data center infrastructure portfolio configured for specialized computers performing specific, high-value applications such as cloud computing, machine learning and artificial intelligence, and maximizing the portion of our infrastructure portfolio contracted for high-density colocation services. We intend to continue to strategically develop and make operational the infrastructure necessary to support our existing contractual commitments to our existing colocation customer and to support expected customer growth and additional demand by leveraging our data center expertise and capabilities. We intend to seek additional opportunities and to engage additional customers in the high-density colocation services (“Colocation”) segment to expand our business into these areas using our knowledge, expertise, existing and future infrastructure where favorable market opportunities exist.

Previous report

Our strategy is focused on hyperscale cloud-based providers and enterprises who have significant data center infrastructure needs that have not yet been outsourced or will require additional data center space and power to support their growth and their increasing reliance on technology infrastructure in their operations. We believe our capabilities for serving the needs of large hyperscale providers and enterprises will continue to enable us to capitalize on the growing demand for outsourced data center facilities in our markets and in new markets where our customers are located or plan to be located in the future.

Previous report

On July 7, 2025, the Company entered into a Merger Agreement with CoreWeave. See Recent Developments above.

Previous report

We have three operating segments: “Digital Asset Self-Mining,” consisting of performing digital asset mining for our own account, “Digital Asset Hosted Mining,” consisting of providing hosting services to third parties for digital asset mining, and “Colocation,” consisting of providing high-density colocation services to third parties for GPU-based HPC operations. Prior to April 1, 2024, we operated only in the Digital Asset Self-Mining and Digital Asset Hosted Mining segments. During fiscal year 2024, our “Colocation” segment was referred to as “HPC Hosting.”

Previous report

Our Digital Asset Self-Mining operation segment generates revenue from the deployment and operation of our own large fleet of miners within our owned digital infrastructure as part of a pool of users that process transactions conducted on one or more blockchain networks. In exchange for this activity, we receive digital assets in the form of bitcoin.

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Our Digital Asset Hosted Mining operation segment generates revenue through the sale of electricity-based consumption contracts for our hosting services, which are recurring in nature. Our Digital Asset Hosted Mining operation segment provides a full suite of services to our digital asset mining customers. We provide deployment, monitoring, troubleshooting, optimization and maintenance of our customers’ digital asset mining equipment and provide necessary electrical power, repair and other infrastructure services necessary for our customers to operate, maintain and efficiently mine digital assets.

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Our Colocation operation segment generates revenue by providing colocation, cloud and connectivity services to customers in exchange for a fee. Our Colocation operation segment provides space, power, cooling, facilities operations, security and other services to third-party customers to support workloads for machine learning and artificial intelligence.

Previous report

We own and host specialized computers (“miners”) configured for the purpose of validating transactions on multiple digital asset network blockchains (referred to as, “mining”), predominantly the Bitcoin network. Substantially all of the miners we own and host were manufactured by Bitmain Technologies Limited (“Bitmain”) and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the bitcoin blockchains using the 256-bit secure hashing algorithm in return for bitcoin digital asset rewards.

Previous report

The tables below summarize the total number of self- and hosted miners in operation as of September 30, 2025, December 31, 2024 and September 30, 2024 (miners in thousands):

Previous report

Activity related to our digital asset balances for the nine months ended September 30, 2025 and 2024, were as follows (in thousands):

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1 Reflects the impact of the Company’s adoption of Accounting Standards Update (“ASU”) 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) effective January 1, 2024.

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2 As of September 30, 2025 and December 31, 2024, there was $0.5 million and $0.9 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets. As of September 30, 2024 and December 31, 2023, there was $0.7 million and $1.7 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

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Miners perform computational operations in support of digital asset blockchains measured in “hash rate” or “hashes per second.” A “hash” is the computation run by mining hardware in support of the blockchain; therefore, a miner’s “hash rate” refers to the rate at which it is capable of solving such computations. The equipment originally employed for mining bitcoin used the central processing unit (“CPU”) of a computer to mine various forms of digital assets. Due to performance limitations, CPU mining was rapidly replaced by the graphics processing unit (“GPU”), which offers significant performance advantages over CPUs. General purpose chipsets like CPUs and GPUs have since been replaced as the standard in the mining industry by ASIC chips such as those found in the miners we and our customers use to mine bitcoin (although they continue to have uses in other industries). These ASIC chips are designed specifically to maximize the rate of hashing operations.

Previous report

In digital asset mining, hash rate is a measure of the processing speed at which a mining computer operates in its attempt to secure a specific digital asset. A participant in a blockchain network’s mining function has a hash rate equivalent to the total of all its miners seeking to mine a specific digital asset. System-wide, the total network hash rate reflects the sum total of all miners seeking to mine each specific type of digital asset. A participant’s higher total hash rate relative to the system-wide total hash rate generally results in a corresponding higher success rate in digital asset rewards over time as compared to mining participants with relatively lower total hash rates.

Previous report

However, as the relative market price for a digital asset, such as bitcoin, increases, more users are incentivized to mine for that digital asset, which increases the network’s overall hash rate. As a result, a mining participant must increase its total hash rate in order to maintain its relative possibility of solving a block on the network blockchain. Achieving greater hash rate power by deploying increasingly sophisticated miners in ever greater quantities has become one of the bitcoin mining industry’s great sources of competition. Our goal is to deploy a powerful fleet of self- and hosted-miners, while operating as energy-efficiently as possible.

Previous report

The table below provides a summary of the impact to revenue from the increase or decrease in the market price of bitcoin, difficulty and our hash rate. The impact to revenue in each scenario assumes only one driver increases or decreases and all others are held constant.

Previous report

On July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” was signed into law. In accordance with U.S. GAAP, the Company will account for the tax effects of changes in tax law in the period of enactment, which is the third quarter of calendar year 2025. There was no material impact to our financial statements as a result of this new law.

Previous report

Further affecting the industry, and particularly for the bitcoin blockchain, the digital asset reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in digital assets using a proof-of-work consensus algorithm. At a predetermined block, the mining reward is reduced by half, hence the term “halving.” A reduction in the number of bitcoins rewarded per block would result in a reduction of revenue to those mining bitcoin, barring any increase in the spot price of bitcoin or decrease in Bitcoin network hash rate or difficulty. Historically, the network hash rate has tended to decline, for a period of time, post-halving as less efficient mining servers become less profitable to operate and their operators discontinue or limit their use.

Previous report

For bitcoin, our most significant digital asset to which our mining power is devoted, the reward was initially set at 50 bitcoin rewards per block. The bitcoin blockchain has undergone halving four times since its inception, as follows: (1) on November 28, 2012, at block 210,000; (2) on July 9, 2016 at block 420,000; (3) on May 11, 2020 at block 630,000; and (4) on April 19, 2024 at block 840,000, when the reward was reduced to its current level of 3.125 bitcoin per block. The next halving for the bitcoin blockchain is anticipated to occur in 2028 at block 1,050,000. This process will repeat until the total amount of bitcoin rewards issued reaches 21 million and the theoretical supply of new bitcoin is exhausted, which is expected to occur around the year 2140. Many factors influence the price of bitcoin and the other digital assets we may mine for, and potential increases or decreases in prices in advance of or following a future halving are unknown.

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Previous wording

Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core” refer to Core Scientific, Inc. and its subsidiaries.

Current wording

Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company,” “Core Scientific,”

Previous wording

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to promote understanding of the results of operations and financial condition of the Company. This MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes to unaudited condensed financial statements (Part I, Item 1 of this Form 10-Q) as well as the financial and other information included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025. This section generally discusses the results of operations for the three and nine months ended September 30, 2025, compared to September 30, 2024.

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The following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is

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As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025.

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As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and

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Core Scientific, Inc. (“we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core”) is a leader in designing, building and operating digital infrastructure for high-density colocation services and digital asset mining of bitcoin. Since our inception in 2018, we have been a premier provider and operator of dedicated, purpose-built facilities and software solutions for digital asset mining for ourselves and our third-party customers. In 2024, we initiated a significant strategic transition from bitcoin mining to colocation services for customers employing artificial intelligence (“AI”) and high-performance compute (“HPC”) related workloads.

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Core Scientific, Inc. (“we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core”)designs, builds and operates large-scale

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We believe leveraging our existing infrastructure for high-density colocation services will provide more stable and predictable revenue streams, and represents substantially less risk than our traditional hosted bitcoin mining or self-mining operations. In 2024, as a part of this transition, we announced arrangements at multiple sites for the provision of high-density colocation services to a third-party provider of cloud-based services for AI and HPC workloads. Under these arrangements, we expect to deliver 250MW of billable capacity by the end of 2025.

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contractual options. We believe leveraging our existing infrastructure for high-density colocation services will provide more stable and

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We are constructing, refurbishing, reallocating or converting most of our ten facilities in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (3) to support artificial intelligence related workloads, primarily for our existing colocation customer, but also to support our commitment to meeting the growing demand for high-density colocation solutions and diversifying our revenue streams.

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We are constructing, refurbishing, reallocating or converting our 11 facilities in Alabama (1), Georgia (2), Kentucky (1), North

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

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solutions and diversifying our customer base. This will be done as circumstances allow and, in a manner, designed to retain access to

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Currently, the vast majority of our revenue is from mining bitcoin for our own account (“self-mining”). We will continue to profitably mine digital assets while we convert our data centers for alternative high-density colocation service business opportunities.

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generation while we convert our data centers for alternative high-density colocation service business opportunities. We expect to

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We had billable power load of approximately 895 megawatts (“MW”) as of September 30, 2025. We had gross power of approximately 1,370 MW as of September 30, 2025. We continue to be in active discussions with both our existing and future potential utility providers regarding additional power allocations.

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capacity. We continue to be in active discussions with both our existing and future potential utility providers regarding additional

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Our total revenue was $239.3 million and $415.7 million for the nine months ended September 30, 2025 and 2024, respectively. We generated an operating loss of $126.3 million for the nine months ended September 30, 2025 and operating income of $20.6 million for the nine months ended September 30, 2024. We generated net loss of $502.8 million and $1.05 billion for the nine months ended September 30, 2025 and 2024, respectively. Our adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $13.0 million and $144.2 million for the nine months ended September 30, 2025 and 2024, respectively. Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and Non-GAAP Financial Measures” below for our definition of, and additional information related to Adjusted EBITDA, including a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss.

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$(6.1) million in the prior period. Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and

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Our financial performance and continued growth depend in large part on our ability to mine for digital assets profitably and to attract customers for our digital asset hosted mining services. Increases in power costs, inability to mine digital assets efficiently and to sell digital assets at favorable prices will reduce our operating margins, impact our ability to attract customers for our services, may harm our growth prospects and could have a material adverse effect on our business, financial condition and results of operations. Over time, we have observed a positive trend in the total market capitalization of digital assets, which suggests increased adoption. However, historical trends are not indicative of future adoption, and it is possible that the adoption of digital assets and blockchain technology may slow, take longer to develop, or never be broadly adopted, which would negatively impact our business and operating results.

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inability to mine digital assets efficiently and to sell digital assets at favorable prices will reduce our operating margins and could have

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The planned growth of our Colocation operations, through increased investment in conversion of several of our bitcoin mining sites to Colocation operation sites over the next several years, should gradually reduce our overall exposure to volatility in the spot price of bitcoin as our Colocation segment begins to account for a comparatively larger percentage of our financial results. The Colocation operation is characterized by implementation of long-term contracts with customers spanning several years with terms and conditions outlining and resulting in stable, predictable revenue and cash flows over each period.

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bitcoin spot price volatility. The Colocation segment is characterized by the implementation of long-term contracts with customers

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Our Digital Asset Self-Mining segment is heavily dependent on the spot price of bitcoin. The prices of digital assets, specifically bitcoin, have experienced substantial volatility, meaning that high or low prices may have little or no relationship to identifiable market forces, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting. Bitcoin (as well as other digital assets) may have value based on various factors, including their acceptance as a means of exchange by consumers and others, scarcity, and market demand.

Current wording

Our Digital Asset Self-Mining segment is heavily dependent on the spot price of bitcoin. The prices of digital assets,

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Bitcoin miners receive a transaction fee in the form of a portion of bitcoin for validating transactions on the Bitcoin network. The transaction fee can vary in value over time, with higher fees prioritizing certain transactions over those with lower fees. An increase in Bitcoin network transaction fees increases mining proceeds.

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strategy. Bitcoin miners also receive a transaction fee in the form of a portion of bitcoin for validating transactions on the Bitcoin

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Our business is not only impacted by the volatility in digital asset prices, but also by increases in the competition for digital asset production. For bitcoin, this increased competition is described as the network hash rate resulting from the growth in the overall quantity and quality of miners working to solve blocks on the bitcoin blockchain, and the difficulty index associated with the secure hashing algorithm employed in solving the blocks.

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Our business is not only impacted by the volatility in digital asset prices and transaction fees, but also by increases in the

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The increase in bitcoin’s network hash rate results in a regular increase in the cryptographic complexity associated with solving blocks on its blockchain, or its difficulty. Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires bitcoin miners to upgrade their mining equipment to remain profitable and compete effectively with other miners. Similarly, a decline in network hash rate results in a decrease in difficulty, increasing mining proceeds.

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Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires bitcoin miners to

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Beginning on February 1, 2025, the United States government has announced a series of additional tariffs on goods imported to the United States raising concerns about material price inflation and delivery delays with respect to equipment and materials needed for our high-density colocation data center conversions and also with respect to parts, machinery and hardware used in our digital asset mining business. To date, tariffs have had no material impact on our costs or business operations, but we continue to analyze the impact of these tariffs on our business and actions we can take to minimize any future impact. Our agreement with our largest high- density colocation customer is funded almost entirely by our customer and our financial contribution is capped at a fixed dollar amount limiting the overall potential impact of tariffs on our existing and future capital expenditures. Tariffs, however, could have additional material and yet unforeseen impacts on our results of operations in fiscal year 2025 and future years.

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Beginning on February 1, 2025, the United States government announced a series of additional tariffs on goods imported to the

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Electricity cost is the major operating cost for the mining fleet, as well as for the hosting services provided to customers. The cost and availability of electricity are affected primarily by changes in seasonal demand, with peak demand during the summer months driving higher costs and increased curtailments to support grid operators. Severe winter weather can increase the cost of electricity and the frequency of curtailments when it results in damage to power transmission infrastructure that reduces the grid’s ability to deliver power. Geopolitical and macroeconomic factors, such as overseas military or economic conflict between states, can adversely affect electricity costs by raising the cost of power generation inputs such as natural gas. Other events out of our control can also impact electricity costs and availability. In certain power markets, financial hedging can be employed to protect buyers from the financial impact of significant increases in power prices.

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Electricity cost is the major operating cost for our mining fleet, as well as for the hosted mining services provided to customers.

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In addition to factors underlying our mining business growth and profitability, the success of our Colocation operations greatly depends on our ability to retain and develop opportunities with our existing customers, secure additional infrastructure and attract new customers.

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depends on our ability to retain and develop opportunities with our existing customers, secure additional infrastructure and attract new

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Our business environment is constantly evolving. However, digital asset mining is now dominated by large-scale, industrial miners operating large dedicated facilities around the world, including sovereign nation states with vast resources who mine directly or support mining operations through their sovereign wealth funds, all of whom compete to solve new blocks, acquire new and used miners, and purchase and consume energy and supplies to build mining facilities. We face significant competition in every aspect of our business, including, but not limited to, the acquisition of new miners, the ability to raise capital, obtaining low-cost electricity, obtaining access to sites with reliable sources of high power, and evaluating new technology developments in the industry.

Current wording

and can contribute to increases in network hash rate and difficulty. We face significant competition in every aspect of our business,

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Based on available data, we believe that an increase in the scale and sophistication of competition in the digital asset mining industry has continued to increase network hash rate, with new entrants and existing competitors increasing the number of miners mining for bitcoin.

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Based on available data, we believe that an increase in the scale and sophistication of competition in the digital asset mining

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In our Colocation operations, we compete with other providers of high-power data center capacity, such as major data center real estate investment trusts, developers of data centers, hyperscalers and bitcoin miners with capacity suitable for high-density colocation services. This competition focuses primarily on the identification and acquisition of new, high-power sites, but also includes competition for the capital required to build or modify existing sites to support high-density colocation. Additionally, the modification of some of our data centers to accommodate our Colocation operations involves the procurement of critical equipment, technologies and skilled labor, which are in high demand from other entities seeking to address the same market opportunity, thereby putting us into competition with many other organizations for those resources.

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In our Colocation operations, we compete with other providers of high-power data center capacity, such as major data center

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In addition to our financial results, we use the following business operating metrics and non-GAAP financial measures to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions. For a definition of these key business operating metrics, see the sections titled “Self-Mining Hash Rate,” and “Cost of Self-Mining One Bitcoin and Hash Cost,” (below), and for non-GAAP financial measures, see the section titled “Adjusted EBITDA” (below).

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In addition to our financial results, we use the following business operating metrics and non-GAAP financial measures to

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The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature or because the amount and timing of these items are not related to the current results of our core business operations which renders evaluation of our current performance, comparisons of performance between periods and comparisons of our current performance with our competitors less meaningful. However, you should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating this measure. Our presentation of this measure should not be construed as an inference that its future results will be unaffected by unusual items. Further, this non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We compensate for these limitations by relying primarily on GAAP results and using Adjusted EBITDA on a supplemental basis. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net loss to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

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statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

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Adjusted EBITDA is a non-GAAP financial measure defined as our net loss, adjusted to eliminate the effect of (i) interest income, interest expense, and other income (expense), net; (ii) provision for income taxes; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) Reorganization items, net; (vi) unrealized fair value adjustment on energy derivatives; (vii) change in fair value of warrant and contingent value rights; (viii) Colocation segment startup costs which are not reflective of the ongoing costs incurred after startup, (ix) post-emergence bankruptcy advisory costs incurred related to reorganization which are not reflective of the ongoing costs incurred in post-emergence operations, (x) transaction costs incurred in connection with the Merger Agreement, including advisory, legal, and other professional or consulting fees, (xi) loss on legal settlements that are not indicative of ongoing business operations, and (xii) certain additional non-cash items that do not reflect the performance of our ongoing business operations. For additional information, including the reconciliation of net loss to Adjusted EBITDA, please refer to the table below. We believe Adjusted EBITDA is an important measure because it allows management, investors, and our Board of Directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making the adjustments described above. In addition, it provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business, as it removes the effect of net interest expense, taxes, certain non-cash items, variable charges and timing differences. Moreover, we have included Adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic and financial planning.

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adjusted to eliminate the effect of (i) interest income, interest expense, and other income (expense), net; (ii) provision for income

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The following table presents a reconciliation of net loss to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

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The following table presents a reconciliation of net (loss) incometo Adjusted EBITDA for thethree months ended March 31,

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The following table sets forth our selected Condensed Consolidated Statements of Operations for each of the periods indicated (in thousands).

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The following table sets forth our selected condensed consolidated statements of operations for each of the periods indicated (in

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The Company’s cost of digital asset self-mining and digital asset hosted mining services, primarily consist of electricity costs, salaries, stock-based compensation, depreciation of property, plant and equipment used to perform mining operations and hosting services and other related costs. Cost of Colocation relates to our Austin and Denton, Texas, and Marble, North Carolina data centers, and primarily consists of facility operations expense, which includes maintenance and lease expense, power fees, payroll and benefits expense and stock-based compensation expense. Colocation power fees are passed through to the customer without markup and are included on a gross basis in Cost of Colocation services.

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our Denton, Texas and Marble, North Carolina data centers during thethree months ended March 31, 2026.

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We have assessed our current and expected operating and capital expenditure requirements and our current and expected sources of liquidity, and have determined, based on our forecasted financial results and financial condition as of September 30, 2025, that our operating cash flows, existing cash balances, and continued access to debt markets will be sufficient to satisfy our cash requirements over the next twelve months and beyond.

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We have assessed our current and expected operating and capital expenditure requirements and our current and expected
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or “Core” refer to Core Scientific, Inc. and its subsidiaries.

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intended to promote understanding of the results of operations and financial condition of the Company. This MD&A is provided as a

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supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the

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accompanying notes to unaudited condensed financial statements (Part I, Item 1 of this Form 10-Q) as well as the financial and other

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information included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and

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Exchange Commission on March 2, 2026. This section generally discusses the results of operations for thethree months ended

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analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never

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materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking

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statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those

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discussed in the section titled “Risk Factors” under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December

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predictable revenue streams and represents substantially less risk over time than our traditional hosted bitcoin mining or self-mining

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Carolina (1), North Dakota (1), Oklahoma (1), and Texas (4) to support artificial intelligence related workloads, in support of our

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existing colocation customer, but also to support our commitment to meeting the growing demand for high-density colocation

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electrical power under our control, maximize the value of our digital asset mining equipment to third parties, and fulfill existing

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Non-GAAP Financial Measures” below for our definition of, and additional information related to Adjusted EBITDA.

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spanning 10+ years with terms and conditions resulting in stable, predictable revenue and cash flows over each period.

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specifically bitcoin, have experienced substantial volatility, meaning that high or low prices may have little or no relationship to

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identifiable market forces, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as

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technology, regulatory developments and enforcement actions. Bitcoin (as well as other digital assets) may have value based on

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various factors, including their acceptance as a means of exchange by consumers and others, scarcity, and market demand. Changes in

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network. The transaction fee can vary in value over time, with higher fees prioritizing certain transactions over those with lower fees.

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An increase in Bitcoin network transaction fees increases mining proceeds.

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competition for digital asset production. For bitcoin, this increased competition is described as the network hash rate resulting from the

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growth in the overall quantity and quality of miners working to solve blocks on the bitcoin blockchain, and the difficulty index

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associated with the secure hashing algorithm employed in solving the blocks. Increases in network hash rate generally increase

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upgrade their mining equipment to remain profitable and compete effectively with other miners. Difficulty and network conditions are

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United States, raising concerns about material price inflation and delivery delays with respect to equipment and materials needed for

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our high-density colocation data center conversions and also with respect to parts, machinery and hardware used in our digital asset

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almost entirely by the customer, and our financial contribution is capped at a fixed dollar amount, limiting our exposure to tariff-

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additional impact of these tariffs on our business and actions we can take to minimize any current and future impact. Sustained or

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The cost and availability of electricity are affected primarily by changes in seasonal demand, with peak demand during the summer

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months driving higher costs and increased curtailments to support grid operators. Severe winter weather can increase the cost of

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electricity and the frequency of curtailments when it results in damage to power transmission infrastructure that reduces the grid’s

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ability to deliver power. Geopolitical and macroeconomic factors, such as overseas military or economic conflict between states, can

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adversely affect electricity costs by raising the cost of power generation inputs such as natural gas. Other events out of our control can

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also impact electricity costs and availability. In our self‑mining and hosted mining operations, increases in power prices and/or

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In addition to factors underlying our mining business growth and profitability, the success of our Colocation business greatly

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including, but not limited to, the acquisition of new miners, the ability to raise capital, obtaining low-cost electricity, obtaining access

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to sites with reliable sources of high power, and evaluating new technology developments in the industry.

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industry has continued to increase network hash rate, with new entrants and existing competitors increasing the number of miners

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The following table sets forth our selected Condensed Consolidated Statements of Operations for each of the periods indicated (in thousands).