Core Scientific, Inc./tx

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2026

OR

For the transition period from to

Commission file number 001-40046

(Exact name of registrant as specified in its charter)

838 Walker Road

Suite 21-2105

Dover, Delaware

(Address of Principal Executive Offices)

(Zip Code)

(512)402-5233

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes ☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of

the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☒ No ☐

As of May 1, 2026,317,885,292 shares of common stock, par value $0.00001, were outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including, without limitation, statements under Part I. Item 2. — "Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of

1934, as amended, (the “Exchange Act”). Forward-looking statements may be identified by the use of words such as “ability,” “aim,”

“assume,” “estimate,” “plan,” “possible,” “project,” “forecast,” “goal,” “opportunity,” “intend,” “will,” “expect,” “anticipate,”

“believe,” “enable,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not

statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections,

estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations,

the Company’s ability to scale and grow its business, successfully complete construction of its data centers, and source sufficient

electrical energy, necessary long lead infrastructure components, supplies and equipment, the advantages and expected growth of the

Company, the Company’s ability to source and retain talent, the Company’s ability to source and consummate acquisitions of entities

holding suitable land and power, and the intended use of proceeds from the offering of senior secured notes by Core Scientific Finance

I LLC. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in

this Quarterly Report on Form 10-Q, and on the current expectations of the Company’s management. These forward-looking

statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a

definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from

assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and

assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks,

assumptions and uncertainties include those described in Part I. Item 1A. — “Risk Factors" of the Company’s Annual Report on Form

10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. If one or more of these risks or uncertainties

materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by

such forward-looking statements. There may be additional risks that the Company could not presently know or that the Company

currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the

date of this Quarterly Report on Form 10-Q and should not be relied upon as representing the Company’s assessments as of any date

subsequent to the date of this Quarterly Report on Form 10-Q. The Company anticipates that subsequent events and developments will

cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at

some point in the future, the Company specifically disclaims any obligation to do so. Accordingly, you should not place undue

reliance on these forward-looking statements, which speak only as of the date they are made.