Core Scientific, Inc./tx
For the period ended Jun 30, 2026. Filed Jul 28, 2026.
View on SEC.govAbout 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.
Jun 30, 2026 · Filed Jul 28, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001628280-26-031396
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-28.
0001839341-26-000014
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe 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 48 previous paragraphs and 17 current paragraphs.
8 unchanged; 6 reworded; 2 added; 10 removed; 24 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (2)
Current report
We may be unable to attract new high-density colocation customers, which could constrain our growth and leave our revenue dependent on a single counterparty.
Current report
Our HPC colocation revenue is currently derived from a single customer, and our strategy depends on our ability to secure additional customers beyond our existing contract. We compete for new customers with major data center REITs, hyperscalers, and purpose-built data center developers, many of whom have greater resources and more established track records than we do. If we are unable to attract new customers on acceptable terms, or at all, our growth may be constrained and our revenue will remain dependent on one counterparty, exposing us to heightened risk if that customer reduces, delays, or terminates its commitments.
Removed paragraphs (10)
Previous report
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect
Previous report
our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notes.
Previous report
addition, in May 2026, Core Scientific Finance, our indirect wholly owned subsidiary, issued $3.30 billion aggregate principal amount
Previous report
•requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will
Previous report
reduce the amount of cash available for other purposes;
Previous report
$0.1 million from the exercise.
Previous report
proceeds from the exercise.
Reworded paragraphs (6)
Previous wording
For a discussion of our risk factors, see Part I, Item 1A. — “Risk Factors” of the Company’s Annual Report on Form 10-K for
Current wording
For a discussion of our risk factors, see Part I, Item 1A. — “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 2, 2026.
Previous wording
There were no material changes during the period covered in this Quarterly Report to the risk factors previously disclosed in the
Current wording
There were no material changes during the period covered in this Quarterly Report to the risk factors previously disclosed in the Annual Report, except for the risk factors noted below.
Previous wording
As of March 31, 2026, we had approximately$2.09 billion aggregate principal amount of indebtedness for borrowed money. In
Current wording
As of June 30, 2026, we had approximately $4.4 billion aggregate principal amount of indebtedness for borrowed money. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
Previous wording
Our business or the business of Core Scientific Finance, as applicable, may not generate sufficient funds, and may otherwise be
Current wording
Our business or the business of Core Scientific Finance, as applicable, may not generate sufficient funds, and may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our or its indebtedness, including our 3.00% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”), 0.00% convertible senior notes due 2031 (the “2031 Convertible Notes” and, together with the 2029 Convertible Notes, the “Convertible Notes”) and Secured Notes, and our cash needs may increase in the future. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we or Core Scientific Finance, as applicable, fail to comply with these covenants or to make payments under our or its indebtedness when due, then we or Core Scientific Finance would be in default under that indebtedness, which could, in turn, result in that and other indebtedness becoming immediately payable in full.
Previous wording
Certain provisions in the indentures governing our Convertible Notes or the Secured Notes, or agreements governing any future
Current wording
Certain provisions in the indentures governing our Convertible Notes or the Secured Notes, or agreements governing any future indebtedness, could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change under the indentures governing our Convertible Notes, then, except as described in the applicable indenture, noteholders of such Convertible Notes will have the right to require us to repurchase their notes for cash. The indenture governing the Secured Notes contains a similar requirement for Core Scientific Finance to offer to repurchase for cash such Secured Notes upon the occurrence of a change of control as set forth in such indenture. In addition, if a takeover constitutes a make-whole fundamental change under the applicable indenture governing our Convertible Notes, then we may be required to temporarily increase the conversion rate for any conversion of such Convertible Notes. In any such case, and in other cases, our obligations under the indentures governing our Convertible Notes or Secured Notes, or agreements governing any future indebtedness, could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.
Previous wording
Warrants in reliance on the exemption provided by Section 1145 of the Bankruptcy Code. The Company received cash proceeds of
Current wording
During the quarter ended June 30, 2026, 1.2 million shares of common stock were issued upon the exercise of Tranche 2 Warrants in reliance on the exemption provided by Section 1145 of the Bankruptcy Code. The Company received minimal cash proceeds from the exercise.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the quarter ended June 30, 2026, 0.3 million shares of common stock were issued upon the exercise of Tranche 1 Warrants in reliance on the exemption provided by Section 1145 of the Bankruptcy Code. The Company received cash proceeds of $1.2 million from the exercise.
Rearranged previous paragraphs (24)
Previous report — wording carried elsewhere
the year ended December 31, 2025, which was filed with the SEC on March 2, 2026.
Previous report — wording carried elsewhere
Annual Report, except for the risk factors noted below.
Previous report — wording carried elsewhere
of Secured Notes. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant
Previous report — wording carried elsewhere
negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
Previous report — wording carried elsewhere
unable to maintain sufficient cash reserves, to pay amounts due under our or its indebtedness, including our 3.00% Convertible Senior
Previous report — wording carried elsewhere
Notes due 2029 (the “2029 Convertible Notes”), 0.00% convertible senior notes due 2031 (the “2031 Convertible Notes” and, together
Previous report — wording carried elsewhere
with the 2029 Convertible Notes, the “Convertible Notes”) and Secured Notes, and our cash needs may increase in the future. In
Previous report — wording carried elsewhere
addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to
Previous report — wording carried elsewhere
operate our business, raise capital or make payments under our other indebtedness. If we or Core Scientific Finance, as applicable, fail
Previous report — wording carried elsewhere
to comply with these covenants or to make payments under our or its indebtedness when due, then we or Core Scientific Finance
Previous report — wording carried elsewhere
would be in default under that indebtedness, which could, in turn, result in that and other indebtedness becoming immediately payable
Previous report — wording carried elsewhere
indebtedness, could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a
Previous report — wording carried elsewhere
fundamental change under the indentures governing our Convertible Notes, then, except as described in the applicable indenture,
Previous report — wording carried elsewhere
noteholders of such Convertible Notes will have the right to require us to repurchase their notes for cash. The indenture governing the
Previous report — wording carried elsewhere
Secured Notes contains a similar requirement for Core Scientific Finance to offer to repurchase for cash such Secured Notes upon the
Previous report — wording carried elsewhere
occurrence of a change of control as set forth in such indenture. In addition, if a takeover constitutes a make-whole fundamental
Previous report — wording carried elsewhere
change under the applicable indenture governing our Convertible Notes, then we may be required to temporarily increase the
Previous report — wording carried elsewhere
conversion rate for any conversion of such Convertible Notes. In any such case, and in other cases, our obligations under the
Previous report — wording carried elsewhere
indentures governing our Convertible Notes or Secured Notes, or agreements governing any future indebtedness, could increase the
Previous report — wording carried elsewhere
cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a
Previous report — wording carried elsewhere
transaction that noteholders or holders of our common stock may view as favorable.
Previous report — wording carried elsewhere
During the quarter ended March 31, 2026, nominal shares of common stock were issued upon the exercise of Tranche 1
Previous report — wording carried elsewhere
During the quarter ended March 31, 2026,0.4 million shares of common stock were issued upon the exercise of Tranche 2
Previous report — wording carried elsewhere
Warrantsin reliance on the exemption provided by Section 1145 of the Bankruptcy Code. The Company received minimal cash