Core Scientific, Inc./tx
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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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.
Sep 30, 2026 · Filed Nov 5, 2026
CORZ$11.76+3.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-28.
0001839341-26-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001839341-26-000030
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 155 previous paragraphs and 169 current paragraphs.
74 unchanged; 68 reworded; 26 added; 13 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 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 (26)
Current report
In July 2026, we announced our second HDC contract with AMD and a Neocloud counterparty for an aggregate of approximately 530 MW of critical IT capacity across five of our sites. Additionally, we provided AMD with a reservation capacity right to lease at certain times and circumstances an additional 1,925 MW of critical IT capacity through December 28, 2028. Revenue under the AMD and Neocloud leases is expected to commence in phases beginning in 2027 as contracted capacity is constructed and delivered. While our current colocation revenue remains concentrated with a single customer, we believe our relationship with AMD and Neocloud, combined with our available unleased power capacity, provides a meaningful opportunity to diversify our customer base over time.
Current report
•On August 25, 2026, we entered into an aggregate of $600 million of committed senior secured credit facilities, consisting of a $100 million senior secured revolving credit facility and a $500 million letter of credit facility, to support our data center developments. See "Liquidity and Capital Resources" below for additional information.
Current report
•On August 13, 2026, we completed the acquisition of Polaris DS LLC, which owns an approximately 40-acre site adjacent to our existing Muskogee, Oklahoma data center operations, containing a substation and electric service agreements providing for up to 440 MW of gross utility power capacity, for an aggregate purchase price of approximately $444.3 million in cash. For additional details, see Note 3 — Asset Acquisitions to our condensed consolidated financial statements.
Current report
◦Digital asset hosted mining revenue was $5.2 million and $18.8 million for the three and nine months ended September 30, 2026, respectively, compared to $8.7 million and $18.1 million for the three and nine months ended September 30, 2025, respectively.
Current report
In July 2026, we announced our second HDC contract with AMD and a Neocloud counterparty, which we believe supports our strategy to diversify our customer base. As contracted capacity is constructed and delivered across five sites, revenue under these agreements is expected to commence in phases beginning in 2027. Until that time, our financial results will continue to reflect our current dependence on CoreWeave as our primary source of colocation revenue.
Current report
The growth in data center development has resulted in increased attention from state and local governments and utility regulators, particularly with respect to power availability, grid reliability, infrastructure cost allocation, and permitting. Recent policy initiatives have included measures focused on ensuring that large-load customers bear the infrastructure costs associated with their development and establishing requirements for the interconnection and operation of large data center loads. These developments vary by jurisdiction and continue to evolve.
Current report
A significant portion of our existing and planned data center capacity is located in Texas. We have entered into interconnection and electric service arrangements with ERCOT and applicable utility providers for certain of our Texas facilities, including an approved ERCOT interconnection ramp schedule for our Hunt County development. Having secured these arrangements, our exposure to potential delays or restrictions affecting new large-load interconnection approvals in Texas is limited with respect to the capacity covered by those agreements. We continue to monitor evolving state and local policies as we pursue expansions of existing facilities and development of new sites, and we cannot predict whether future policy changes will affect our ability to secure power and interconnection approvals for new capacity on acceptable terms or at all.
Current report
In connection with the AMD lease agreements executed in July 2026, AMD was granted a reservation right to lease up to an additional 1,925 MW of critical IT capacity from the Company through December 28, 2028. The reservation right is not a binding lease commitment, and if fully executed, could result in total contracted capacity with AMD and the Neocloud counterparty of approximately 2,455 MW.
Current report
Loss on disposal of property, plant and equipment
Current report
Loss on disposal of property, plant and equipment increased by $15.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to disposal of assets in connection with the conversion of facilities from digital asset mining to HDC operations, including the wind-down of our mining operations, and write-offs of capitalized costs for certain development projects.
Current report
Selling, general and administrative
Current report
Selling, general and administrative expenses increased by $15.1 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to higher costs for marketing programs, property taxes and professional services, partially offset by lower stock-based and incentive compensation.
Current report
Non-operating expenses (income), net
Current report
Loss on legal settlements
Current report
Loss on legal settlements for the three and nine months ended September 30, 2025 was a result of claims made during bankruptcy.
Current report
Income tax expense (benefit)
Current report
Income tax benefit was $106.5 million and $104.0 million for the three and nine months ended September 30, 2026, respectively, compared to income tax expense of $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively. The benefit in 2026 primarily reflects the release of a portion of our valuation allowance as a result of deferred tax liabilities recognized in connection with the Polaris DS LLC acquisition. See Note 11 — Income Taxes and 3 — Asset Acquisitions.
Current report
We plan to complete project-level bond financing to fund capital expenditures associated with the AMD and Neocloud build-out. Additional anticipated sources of liquidity include proceeds from Tranche 1 warrant exercises and releases of restricted cash through the replacement of cash collateral with letters of credit. We believe our existing liquidity, together with anticipated funding sources, will support the Company's planned development activities and expected operating requirements. See Note 10 — Commitments and Contingencies for additional information.
Current report
Credit Facilities
Current report
On August 25, 2026, we entered into an aggregate of $600.0 million of committed senior secured facilities with each issuing bank and lender party thereto from time to time and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, consisting of a $100.0 million senior secured revolving credit facility and a $500.0 million letter of credit facility. The revolving credit facility matures on August 25, 2029, with an option at our election to extend to August 25, 2030, and may be used for general corporate purposes and working capital needs. The letter of credit facility may be used to issue letters of credit to provide credit support for specific project obligations under utility agreements and for other general corporate purposes, including in connection with our AMD and Neocloud data center development program.
Current report
Borrowings under the revolving credit facility bear interest at Adjusted SOFR (subject to a 0.00% floor) plus 1.750% per annum or an alternative base rate plus 0.750% per annum, at our option. Letters of credit issued under the letter of credit facility are subject to an annual participation fee of 1.750% of the aggregate face amount of outstanding letters of credit and a quarterly fronting fee of 0.125% of the aggregate face amount of outstanding letters of credit. We pay a quarterly commitment fee of 0.250% per annum on the actual daily unused portion of the revolving credit facility and the letter of credit facility.
Current report
As of September 30, 2026, we had no outstanding borrowings under the revolving credit facility and no outstanding letters of credit under the letter of credit facility. We expect to use letters of credit under the letter of credit facility to replace cash collateral held in escrow accounts supporting utility obligations. Subject to the issuance and acceptance of those letters of credit, this substitution is expected to result in the release of approximately $300.0 million of restricted cash. Our obligations under the revolving credit facility and letter of credit facility are guaranteed by certain of our 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. For further detail on the terms of the Credit Facilities, see Note 7 — Debt to our condensed consolidated financial statements.
Current report
•Colocation-related working capital: As additional customer power capacity commenced billings, colocation revenue and related cash collections increased. Customer funding receivables provided $54.5 million of cash for the nine months ended September 30, 2026, compared to a use of $335.6 million for the comparative prior period, reflecting the timing of reimbursements for customer-funded construction. This favorable change was partially offset by a smaller increase in deferred revenue from colocation services as additional capacity commenced billing. Changes in accounts payable and accrued expenses also contributed to the overall change in net cash provided by operating activities.
Current report
•Operating results and non-cash charges: Net loss decreased by $180.2 million year-over-year, reflecting higher colocation gross profit, a $321.4 million decrease in expense from changes in fair value of warrants and contingent value rights liabilities and a $105.8 million deferred income tax benefit. These items were partially offset by a $266.5 million impairment of property, plant and equipment recognized in the current period.
Current report
AMD Warrant
Current report
In July 2026, we issued AMD a warrant to purchase up to 30 million shares of our common stock. The vested portion was classified as equity, and the unvested portion was classified as a liability, with the aggregate issuance date fair value recorded as a deferred lease incentive. The liability-classified portion is remeasured at fair value at each reporting date, with changes recognized in earnings. Fair value is estimated using a Monte Carlo simulation model and required significant judgment, including assumptions about expected volatility, expected term, and the probability that the applicable vesting conditions will be satisfied. Changes in these assumptions could affect the estimated fair value of the warrant liability and our results of operations. The deferred lease incentive is amortized as a reduction of revenue over the term of the related leases and is not adjusted for subsequent changes in the fair value of the warrant liability. See Note 8 — Warrants and Note 9 — Fair Value Measurements to our condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Removed paragraphs (13)
Previous report
•In May 2026, we announced our entry into an agreement and plan of merger to acquire Polaris DS LLC, for approximately $421 million in cash, subject to certain adjustments. The acquisition will add approximately 40 additional acres adjacent to our existing data center operating in Muskogee, Oklahoma, and will provide up to 440 MW of gross utility power capacity. The transaction is expected to close in the third quarter of 2026. For additional details, see Note 10 — Commitments and Contingencies to our condensed consolidated financial statements.
Previous report
These operational milestones, together with the strategic financing and portfolio developments outlined above, drove the financial results for the three and six months ended June 30, 2026, which are summarized below.
Previous report
Recent Developments
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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 each one megawatt (“MW”) of critical IT load contemplated by the Leases. As a result of the Leases executed on July 27, 2026, an aggregate of approximately 6.5 million Warrant Shares vested and became exercisable.
Previous report
The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Previous report
(3)Included in Selling, general and administrative on the condensed consolidated statements of operations.
Previous report
Non-Operating Expenses, Net
Previous report
•Non-cash charges: While net loss increased $1.1 billion year-over-year, this was substantially offset by a corresponding increase in non-cash charges, most notably the $787.8 million increase in fair value of warrant and contingent value rights liabilities and the $266.5 million impairment of property, plant and equipment recognized in the current period.
Previous report
Continued growth and scaling of our colocation operations, including higher billable customer power capacity, increased customer prepayments received under our colocation arrangement, and the associated operating cash flows generated as our colocation business ramps towards full operational capacity also contributed to the overall improvement in operating cash flows.
Previous report
Recent Accounting Pronouncements
Reworded paragraphs (68)
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 the unaudited condensed consolidated 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, 2025, filed with the Securities and Exchange Commission on March 2, 2026. This section generally discusses the results of operations for the three and six months ended June 30, 2026, compared to June 30, 2025.
Current 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 the unaudited condensed consolidated 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, 2025, filed with the Securities and Exchange Commission on March 2, 2026. This section generally discusses the results of operations for the three and nine months ended September 30, 2026, compared to September 30, 2025.
Previous wording
Core Scientific, Inc. is a leader in designing, building and operating large-scale purpose-built data centers for HDC services. We develop and operate facilities serving AI and HPC related workloads and are a provider of digital infrastructure to our third-party customers. The majority of our revenue is derived from HDC service.
Current wording
Core Scientific, Inc. is a leader in designing, building and operating large-scale purpose-built data centers for HDC services. We develop and operate facilities serving AI and HPC related workloads and are a premier provider of digital infrastructure to our third-party customers. The majority of our revenue is derived from HDC services.
Previous wording
In 2024, we announced our first HDC contract with CoreWeave, a provider of HPC services, which was subsequently expanded to approximately 590 MW of leased customer power capacity across five sites. As of June 30, 2026, approximately 395 MW has commenced billing. During the six months ended June 30, 2026, certain CoreWeave license agreements were assigned to a special purpose vehicle financing structure while CoreWeave remained a primary obligor under the agreements. See “Strategic Transition to High-Density Colocation Services” below for a more detailed discussion of this arrangement and the associated risks. While our current colocation revenue remains concentrated with a single customer, we believe our available unleased power capacity provides a meaningful opportunity to diversify our customer base over time.
Current wording
In 2024, we announced our first HDC contract with CoreWeave, a provider of HPC services, which was subsequently expanded to approximately 590 MW of leased customer power capacity across five sites. As of September 30, 2026, approximately 485 MW has commenced billing. During the nine months ended September 30, 2026, certain CoreWeave license agreements were assigned to a special purpose vehicle financing structure while CoreWeave remained a primary obligor under the agreements. See “Strategic Transition to High-Density Colocation Services” below for a more detailed discussion of this arrangement and the associated risks.
Previous wording
As of June 30, 2026, we controlled approximately 2.1 GW of gross utility power capacity, or approximately 1.3 GW of total leasable customer power capacity across 11 data centers in seven U.S. states including Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (4). We continue to develop, convert and expand most of our facilities to support AI and HPC workloads while pursuing additional land and power opportunities to expand our data center footprint.
Current wording
As of September 30, 2026, we controlled approximately 2.6 GW of gross utility power capacity, or approximately 1.7 GW of total leasable customer power capacity across 11 data centers in seven U.S. states including Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (4). We continue to develop, convert and expand most of our facilities to support AI and HPC workloads while pursuing additional land and power opportunities to expand our data center footprint.
Previous wording
We expect colocation revenue to increase as additional contracted capacity is commissioned and delivered to our existing customer and as we add new customer relationships over time. We continue to operate a self-mining fleet at two facilities and provide hosted mining services to one remaining customer. Our hosted mining operations are expected to conclude by December 31, 2026, while we continue to wind down our self-mining operations.
Current wording
We expect colocation revenue to increase as additional contracted capacity is commissioned and delivered to our customers and as we add new customer relationships over time. We continue to operate a self-mining fleet at two facilities and provide hosted mining services to one remaining customer. Our hosted mining operations are expected to conclude by December 31, 2026, while we continue to wind down our self-mining operations.
Previous wording
•On July 28, 2026, we announced a strategic commercial relationship with AMD with the potential to support up to 2.5 GW of leasable capacity, anchored by a 15-year agreement for approximately 530 MW across five sites.
Current wording
•On July 28, 2026, we announced a strategic commercial relationship with AMD with the potential to support up to 2.5 GW of leasable capacity, anchored by a 15-year agreement with AMD and a Neocloud counterparty for an aggregate of approximately 530 MW across five of our sites.
Previous wording
•Billable customer power capacity of 395 MW as of June 30, 2026, against 590 MW of leased customer power capacity, with the remaining 195 MW in various stages of construction and commissioning.
Current wording
•Billable customer power capacity of 485 MW as of September 30, 2026, against 590 MW of leased customer power capacity to CoreWeave, with the remaining 105 MW in various stages of construction and commissioning.
Previous wording
•On May 5, 2026, we closed on the acquisition of land and related electrical power in Hunt County, Texas for approximately $233 million in cash, which is expected to support approximately 430 MW of gross power capacity, with an approved ERCOT interconnection ramp schedule. For additional details, see Note 3 — Asset Acquisition to our condensed consolidated financial statements.
Current wording
•On May 5, 2026, we closed on the acquisition of land and related electrical power in Hunt County, Texas for approximately $233 million in cash, which is expected to support approximately 430 MW of gross power capacity, with an approved ERCOT interconnection ramp schedule. For additional details, see Note 3 — Asset Acquisitions to our condensed consolidated financial statements.
Previous wording
•Total revenue for the three and six months ended June 30, 2026 was $164.2 million and $279.4 million, respectively, compared to $78.6 million and $158.2 million for the three and six months ended June 30, 2025.
Current wording
•Total revenue for the three and nine months ended September 30, 2026 was $232.9 million and $512.3 million, respectively, compared to $81.1 million and $239.3 million for the three and nine months ended September 30, 2025.
Previous wording
◦Colocation revenue was $136.7 million and $214.2 million for the three and six months ended June 30, 2026, respectively, compared to $10.6 million and $19.1 million for the three and six months ended June 30, 2025, respectively. The increase in colocation revenue was driven by incremental billable customer power capacity delivered to our customer.
Current wording
◦Colocation revenue was $215.4 million and $429.6 million for the three and nine months ended September 30, 2026, respectively, compared to $15.0 million and $34.1 million for the three and nine months ended September 30, 2025, respectively. The increase in colocation revenue was driven by incremental billable customer power capacity delivered to our customer.
Previous wording
◦Digital asset self-mining revenue was $21.5 million and $51.6 million for the three and six months ended June 30, 2026, respectively, compared to $62.4 million and $129.6 million for the three and six months ended June 30, 2025, respectively. The decrease reflected a reduction in bitcoin mined of 53% and 49% for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025, as well as a decline in the average bitcoin price of 27% and 23% for the same periods, respectively.
Current wording
◦Digital asset self-mining revenue was $12.3 million and $63.9 million for the three and nine months ended September 30, 2026, respectively, compared to $57.4 million and $187.0 million for the three and nine months ended September 30, 2025, respectively. The decrease in digital asset self-mining revenue reflected a reduction in bitcoin mined of 66% and 53% for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, as well as a decline in the average bitcoin price of 38% and 28% for the same periods, respectively.
Previous wording
◦The increase in colocation revenue and corresponding decline in self-mining revenue reflects the continued execution of our strategy to reallocate power capacity from digital asset mining to long-term contracted colocation services.
Current wording
◦The increase in colocation revenue and corresponding decline in self-mining revenue reflect the continued execution of our strategy to reallocate power capacity from digital asset mining to long-term contracted colocation services.
Previous wording
•Net loss for the three and six months ended June 30, 2026 was $1.2 billion and $1.5 billion, respectively, compared to $936.8 million and $360.5 million for the three and six months ended June 30, 2025, respectively. Net loss for the three and six months ended June 30, 2026 was primarily driven by the change in fair value of warrants. Net loss for the six months ended June 30, 2026 was also impacted by a $266.5 million impairment charge on mining-related property, plant and equipment recognized during the first quarter of 2026.
Current wording
•Net income for the three months ended September 30, 2026 was $1.2 billion compared to a net loss of $144.0 million for the three months ended September 30, 2025. Net loss for the nine months ended September 30, 2026 was $324.4 million compared to $504.6 million for the nine months ended September 30, 2025. Net income for the three months ended September 30, 2026 was primarily driven by a gain from the change in fair value of warrants. Net loss for the nine months ended September 30, 2026 was primarily impacted by a $266.5 million impairment charge on mining-related property, plant and equipment recognized during the first quarter of 2026.
Previous wording
•Adjusted EBITDA was $41.1 million and $50.0 million for the three and six months ended June 30, 2026, respectively, compared to $28.5 million and $26.7 million for the three and six months ended June 30, 2025, respectively. Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and Non-GAAP Financial Measures” below for our definition and reconciliation to net loss.
Current wording
•Adjusted EBITDA was $133.6 million and $183.6 million for the three and nine months ended September 30, 2026, respectively, compared to $6.5 million and $33.2 million for the three and nine months ended September 30, 2025, respectively. Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and Non-GAAP Financial Measures” below for our definition and reconciliation to net income (loss).
Previous wording
•Capital expenditures were $954.2 million for the six months ended June 30, 2026, of which $180.9 million was funded by CoreWeave pursuant to its existing colocation service agreement with the Company.
Current wording
•Capital expenditures were $1.5 billion for the nine months ended September 30, 2026, of which $180.9 million was funded by CoreWeave pursuant to its existing colocation service agreement with the Company.
Previous wording
•Cash and cash equivalents and digital assets totaled $1.8 billion as of June 30, 2026.
Current wording
•Cash and cash equivalents and digital assets totaled $806.6 million as of September 30, 2026.
Previous wording
Our results of operations, liquidity and cash flows are affected by a number of factors, including (i) our ability to execute and scale our HDC business, retain our existing colocation customer and attract new colocation customers, (ii) our ability to complete construction of contracted data center capacity on schedule and within budget, (iii) customer concentration and the financial health of our primary colocation customer, (iv) bitcoin market conditions and network fundamentals that continue to affect our Digital Asset Self‑Mining segment during our transition period, (v) power costs and availability across our portfolio, (vi) broader macroeconomic, regulatory and tariff developments, and (vii) our ability to service our debt obligations and fund our capital requirements. The factors below highlight key drivers that have affected, and may continue to affect, our financial performance.
Current wording
Our results of operations, liquidity and cash flows are affected by a number of factors, including (i) our ability to execute and scale our HDC business, retain our existing colocation customers and attract new colocation customers, (ii) our ability to complete construction of contracted data center capacity on schedule and within budget, (iii) customer concentration and the financial health of our primary colocation customer, (iv) bitcoin market conditions and network fundamentals that continue to affect our Digital Asset Self‑Mining segment during our transition period, (v) power costs and availability across our portfolio, (vi) broader macroeconomic, regulatory and tariff developments, and (vii) our ability to service our debt obligations and fund our capital requirements. The factors below highlight key drivers that have affected, and may continue to affect, our financial performance.
Previous wording
High-density colocation is now our primary business. For the six months ended June 30, 2026, colocation revenue represented 77% of total revenue, compared to 12% for the six months ended June 30, 2025, reflecting the rapid scaling of billable customer power capacity under our agreement with CoreWeave. We expect colocation to represent an increasingly dominant share of our results as additional capacity is commissioned and delivered, gradually reducing our exposure to bitcoin spot price volatility and the operational risks associated with digital asset mining. During the transition period, our consolidated results reflect both the ramp up of colocation revenue and the planned decline of our mining operations, and we expect this dynamic to continue as additional contracted capacity is placed in service.
Current wording
High-density colocation is now our primary business. For the nine months ended September 30, 2026, colocation revenue represented 84% of total revenue, compared to 14% for the nine months ended September 30, 2025, reflecting the rapid scaling of billable customer power capacity under our agreement with CoreWeave. We expect colocation to represent an increasingly dominant share of our results as additional capacity is commissioned and delivered, gradually reducing our exposure to bitcoin spot price volatility and the operational risks associated with digital asset mining. During the transition period, our consolidated results reflect both the ramp up of colocation revenue and the planned decline of our mining operations, and we expect this dynamic to continue as additional contracted capacity is placed in service.
Previous wording
The Colocation segment is characterized by the implementation of long-term contracts spanning 10 or more years with payment structures that provide terms and conditions resulting in stable, predictable revenue and cash flows over each contract period. As of June 30, 2026, we had contracted 590 MW of leased customer power capacity and were actively billing for 395 MW. The gap between leased and billable capacity represents our primary near-term revenue growth opportunity. The pace at which we convert leased capacity to billable capacity depends on a number of factors, including equipment lead times and availability, labor constraints, permitting and interconnection sequencing, supply chain and logistical challenges, and the pace of customer deployment under existing contracts. Changes in these inputs can affect when incremental capacity becomes billable and therefore may affect the timing of colocation revenue, cost of services and related cash flows.
Current wording
The Colocation segment is characterized by the implementation of long-term contracts spanning 10 or more years with payment structures that provide terms and conditions resulting in stable, predictable revenue and cash flows over each contract period. As of September 30, 2026, we had contracted 1,120 MW of leased customer power capacity and were actively billing for 485 MW. Converting contracted capacity to billable capacity represents a significant future revenue opportunity. The pace at which we convert leased capacity to billable capacity depends on a number of factors, including equipment lead times and availability, labor constraints, permitting and interconnection sequencing, supply chain and logistical challenges, and the pace of deployment by customers under existing contracts. Changes in these inputs can affect when incremental capacity becomes billable and therefore may affect the timing of colocation revenue, cost of services and related cash flows.
Previous wording
In addition to converting our existing facilities we are also developing new data center sites, including our recently acquired Hunt County, Texas campus. Both conversion and new site development carry meaningful execution risks, including construction cost variability, equipment lead times, permitting uncertainty, and technical requirements associated with high-density colocation workloads.
Current wording
In addition to converting our existing facilities, we are also developing new data center sites. Both conversion and new site development carry meaningful execution risks, including construction cost variability, equipment lead times, permitting uncertainty, and technical requirements associated with HDC workloads.
Previous wording
Our colocation revenue is currently derived entirely from a single customer, CoreWeave, a provider of HPC services. For the six months ended June 30, 2026, CoreWeave represented approximately 77% of our total revenue. This concentration means that our financial results, liquidity and cash flows are highly dependent on CoreWeave’s continued performance of its obligations under our license agreements, its financial health, and its ongoing demand for our data center capacity.
Current wording
Our colocation revenue is currently derived entirely from a single customer, CoreWeave, a provider of HPC services. For the nine months ended September 30, 2026, CoreWeave represented approximately 84% of our total revenue. This concentration means that our financial results, liquidity and cash flows remain highly dependent on CoreWeave’s continued performance of its obligations under our license agreements, its financial health, and its ongoing demand for our data center capacity.
Previous wording
During the period, CoreWeave entered into assignment and assumption agreements transferring certain license agreements to CW SPV, a special purpose vehicle that is an indirect subsidiary of CoreWeave. CoreWeave remains a primary obligor under those agreements. While we believe this structure supports the long-term stability of these arrangements, the assignment introduces an additional layer of counterparty structure, and our revenue and cash flows remain dependent on performance by entities within the CoreWeave corporate family. Our practical ability to enforce recourse against CoreWeave would depend on its financial condition at the time of any default.
Current wording
During the nine months ended September 30, 2026, CoreWeave entered into assignment and assumption agreements transferring certain license agreements to CW SPV, a special purpose vehicle that is an indirect subsidiary of CoreWeave. CoreWeave remains a primary obligor under those agreements. While we believe this structure supports the long-term stability of these arrangements, the assignment introduces an additional layer of counterparty structure, and our revenue and cash flows remain dependent on performance by entities within the CoreWeave corporate family. Our practical ability to enforce recourse against CoreWeave would depend on its financial condition at the time of any default.
Previous wording
Any material adverse change in CoreWeave’s business, financial condition or ability to perform under our license agreements could have a disproportionate impact on our revenue, results of operations and liquidity. Our deferred revenue balance as of June 30, 2026 includes significant customer prepayments for capacity not yet delivered. To the extent we are unable to deliver contracted capacity on schedule, or if our customer relationship was disrupted, our revenue recognition, deferred revenue obligations and capital recovery could be materially affected.
Current wording
Any material adverse change in CoreWeave’s or AMD's business, financial condition or ability to perform under our license agreements could have a disproportionate impact on our revenue, results of operations and liquidity. Our deferred revenue balance as of September 30, 2026 includes significant customer prepayments for capacity not yet delivered. To the extent we are unable to deliver contracted capacity on schedule, or if our customer relationships were disrupted, our revenue recognition, deferred revenue obligations and capital recovery could be materially affected.
Previous wording
A key strategic priority is diversifying our customer base by signing new colocation customers. Our ability to do so depends on a number of factors, including the availability and timing of unleased capacity at our facilities, the competitive environment for high-power data center capacity, pricing dynamics in the colocation market, and our ability to demonstrate reliable execution on our existing contract. Until we successfully diversify our customer base, our financial results will remain highly sensitive to the performance of our relationship with CoreWeave.
Current wording
Continuing to expand our customer base remains a key strategic priority. Our ability to continue attracting new customers beyond AMD will depend on a number of factors, including the availability and timing of unleased capacity at our facilities, the competitive environment for high-power data center capacity, pricing dynamics in the colocation market, and our ability to demonstrate reliable execution on our existing customer relationships.
Previous wording
In our Colocation segment, power costs are passed through to our customer without markup and are recognized as revenue on a gross basis, with a corresponding charge to cost of colocation services. As a result, changes in power prices affect colocation revenue and cost of services in equal measure, with no corresponding impact on colocation gross profit. However, significant changes in power prices can cause large fluctuations in reported colocation revenue and cost of revenue that are not indicative of changes in underlying operating performance. Nonetheless, this pass-through structure provides an important degree of insulation from power price volatility on our largest and fastest growing revenue stream.
Current wording
In our Colocation segment, power and fuel costs are passed through to our customers without markup and are recognized as revenue on a gross basis, with a corresponding charge to cost of colocation services. As a result, changes in power prices affect colocation revenue and cost of services in equal measure, with no corresponding impact on colocation gross profit. However, significant changes in power prices can cause large fluctuations in reported colocation revenue and cost of revenue that are not indicative of changes in underlying operating performance. Nonetheless, this pass-through structure provides an important degree of insulation from power price volatility on our largest and fastest growing revenue stream.
Previous wording
Our Digital Asset Self-Mining segment revenue is directly dependent on the spot price of bitcoin. For the six months ended June 30, 2026, self-mining represented 18% of total revenue, down from 82% for the six months ended June 30, 2025, as we have strategically reallocated power capacity from mining to colocation operations.
Current wording
Our Digital Asset Self-Mining segment revenue is directly dependent on the spot price of bitcoin. For the nine months ended September 30, 2026, self-mining represented 12% of total revenue, down from 78% for the nine months ended September 30, 2025, as we have strategically reallocated power capacity from mining to colocation operations.
Previous wording
Bitcoin prices continue to affect the performance of our Digital Asset Self-Mining segment, including mining revenue, the value of digital assets held on our balance sheet, and the recoverability of mining-related assets. During the six months ended June 30, 2026, deteriorating mining economics contributed to a $266.5 million impairment charge on mining-related assets. As our transition to colocation progresses, we expect bitcoin market conditions to have a diminishing effect on our overall financial results.
Current wording
Bitcoin prices continue to affect the performance of our Digital Asset Self-Mining segment, including mining revenue, the value of digital assets held on our balance sheet, and the recoverability of mining-related assets. During the nine months ended September 30, 2026, deteriorating mining economics contributed to a $266.5 million impairment charge on mining-related assets. As our transition to colocation progresses, we expect bitcoin market conditions to have a diminishing effect on our overall financial results.
Previous wording
Beginning on February 1, 2025, the United States government announced a series of additional tariffs on goods imported to the United States, raising concerns about price inflation and delivery delays with respect to equipment and materials used in our data center conversions and our digital asset mining business. During the three and six months ended June 30, 2026, tariffs contributed to higher costs for certain equipment and materials procured directly by the Company for non-customer-funded projects.
Current wording
Beginning on February 1, 2025, the United States government announced a series of additional tariffs on goods imported to the United States, raising concerns about price inflation and delivery delays with respect to equipment and materials used in our data center conversions and our digital asset mining business. During the three and nine months ended September 30, 2026, tariffs contributed to higher costs for certain equipment and materials procured directly by the Company for non-customer-funded projects.
Previous wording
Our agreement with CoreWeave is funded almost entirely by the customer, and our financial contribution to those projects is capped at a fixed dollar amount, limiting our exposure to tariff-related cost increases on customer-funded capital expenditures. However, capital expenditures associated with developing new data center sites, including our Hunt County, Texas campus and the Muskogee, Oklahoma site we have agreed to acquire, are not subject to the same customer-funding structure as our existing CoreWeave conversion projects. To the extent these sites require significant equipment and material procurement funded directly by the Company, our exposure to tariff-related cost increases on those projects may be greater than on our existing customer-funded portfolio. Sustained or further increases in tariffs on key equipment and materials could affect construction costs, timelines, and operating economics at these sites, which could affect the timing and profitability of our colocation expansion.
Current wording
Our agreement with CoreWeave is funded almost entirely by the customer, and our financial contribution to those projects is capped at a fixed dollar amount, limiting our exposure to tariff-related cost increases on customer-funded capital expenditures. However, capital expenditures associated with the AMD and Neocloud build-out, and other new data center development, are not subject to the same customer-funding structure as our existing CoreWeave conversion projects. Sustained or further increases in tariffs on key equipment and materials could affect construction costs, timelines, and operating economics at these sites, which could affect the timing and profitability of our colocation expansion.
Previous wording
Our capital structure has changed materially during 2026. As of June 30, 2026, our consolidated indebtedness includes $460.0 million of 3.00% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”), $625.0 million of 0.00% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”), and $3.30 billion of 7.75% Senior Secured Notes due 2031 issued by our indirect subsidiary Core Scientific Finance. The Senior Secured Notes require semi-annual interest payments on May 15 and November 15 of each year, beginning November 15, 2026, and semi-annual principal amortization at an initial annual rate of 11.50% of the original principal amount outstanding on the issue date until the notes are repaid, repurchased, redeemed or otherwise discharged, beginning on the First Installment Payment Date. The First Installment Payment Date is defined as the first semi-annual payment date occurring at least 15 days after both rent commencement under the related data center leases and the abatement of all revenue credits provided to the tenant. Revenue credits refer to fixed amounts credited against the tenant’s payment obligation during the initial ramp-up period under the license agreements. As a result, the timing of principal amortization is directly linked to our operational delivery milestones under our colocation arrangements.
Current wording
The Senior Secured Notes require semi-annual interest payments on May 15 and November 15 of each year, beginning November 15, 2026, and semi-annual principal amortization at an initial annual rate of 11.50% of the original principal amount outstanding on the issue date until the notes are repaid, repurchased, redeemed or otherwise discharged, beginning on the First Installment Payment Date. The First Installment Payment Date is defined as the first semi-annual payment date occurring at least 15 days after both rent commencement under the related data center leases and the abatement of all revenue credits provided to the tenant. Revenue credits refer to fixed amounts credited against the tenant’s payment obligation during the initial ramp-up period under the license agreements. As a result, the timing of principal amortization is directly linked to our operational delivery milestones under our colocation arrangements.
Previous wording
Our construction capital requirements are also substantial. As of June 30, 2026, we were contractually committed to approximately $1.0 billion of future cash expenditures, of which approximately $264 million will be passed through to our customer as invoiced, with substantially all remaining expenditures expected to occur within the next 12 months. The interaction between our debt service obligations, construction capital commitments, customer prepayment inflows, and operating cash flows is a key factor affecting our liquidity and capital allocation decisions. See "Liquidity and Capital Resources" below for further discussion.
Current wording
Our construction capital requirements are also substantial. As of September 30, 2026, we had approximately $4.4 billion of expected future cash expenditures under outstanding purchase and construction commitments, of which approximately $202.2 million will be passed through to CoreWeave as invoiced. Substantially all of these expenditures are expected to occur within the next 24 months. The interaction between our debt service obligations, construction capital commitments, customer prepayment inflows, and operating cash flows is a key factor affecting our liquidity and capital allocation decisions. Completing the AMD and Neocloud build-out is expected to require additional external financing and will depend on our ability to obtain financing on acceptable terms. See "Liquidity and Capital Resources" below for further discussion.
Previous wording
In our Colocation segment, we compete for customers and capacity with major data center real estate investment trusts, developers of purpose-built data centers and other operators with high-power capacity suitable for AI and HPC workloads. Competition in this market focuses primarily on facility location, timing, power capacity availability and scale, reliability and uptime, reputation, technical specifications including power density and cooling capabilities, pricing and contract terms, speed of delivery, and track record of execution. Our ability to attract new colocation customers and diversify beyond our current single-customer concentration depends on our ability to compete effectively across these dimensions.
Current wording
In our Colocation segment, we compete for customers and capacity with major data center real estate investment trusts, developers of purpose-built data centers and other operators with high-power capacity suitable for AI and HPC workloads. Competition in this market focuses primarily on facility location, timing, power capacity availability and scale, reliability and uptime, reputation, technical specifications including power density and cooling capabilities, pricing and contract terms, speed of delivery, and track record of execution. Our ability to continue expanding our customer base depends on our ability to compete effectively across these dimensions.
Previous wording
Regulatory developments affecting data centers, energy markets, AI infrastructure, and environmental matters could affect compliance costs, power availability and pricing, permitting timelines, and customer demand, each of which could impact our results of operations and liquidity. In particular, regulatory requirements governing data center construction, environmental impact, and utility interconnection could affect the timeline and cost of developing our new sites, and our ability to complete our contracted data center development projects on schedule. We continue to monitor these developments closely and incorporate regulatory considerations into our site selection, development planning, and capital allocation decisions.
Current wording
Broader regulatory developments affecting data centers, energy markets, AI infrastructure, and environmental matters could affect compliance costs, power availability and pricing, permitting timelines, and customer demand, each of which could impact our results of operations and liquidity. We continue to monitor these developments closely and incorporate regulatory considerations into our site selection, development planning, and capital allocation decisions.
Previous wording
We report our financial results in accordance with GAAP. To supplement our consolidated financial statements, we provide investors with Adjusted EBITDA, a non‑GAAP financial measure. Adjusted EBITDA is defined as our net loss, adjusted to eliminate the effect of (i) interest expense (income), net; (ii) provision for income taxes; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) loss on disposal and impairment of property, plant and equipment; (vi) loss on remeasurement of assets held for sale; (vii) loss on contract termination; (viii) colocation organizational startup costs primarily related to the initial ramp up of new colocation sits and the conversion of existing facilities to colocation data center operations; (ix) loss on debt extinguishment; (x) change in fair value of warrant and contingent value rights; (xi) loss on legal settlements; (xii) post-emergence bankruptcy advisory costs incurred related to reorganization and (xiii) certain additional non-cash items that do not reflect the performance of our ongoing business operations. The most directly comparable GAAP measure to Adjusted EBITDA is net loss.
Current wording
We report our financial results in accordance with GAAP. To supplement our condensed consolidated financial statements, we provide investors with Adjusted EBITDA, a non‑GAAP financial measure. Adjusted EBITDA is defined as our net income (loss), adjusted to eliminate the effect of (i) interest expense (income), net; (ii) provision for income taxes; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) loss on disposal and impairment of property, plant and equipment; (vi) loss on remeasurement of assets held for sale, net; (vii) loss on contract termination; (viii) colocation organizational startup costs primarily related to the initial ramp up of new colocation sites and the conversion of existing facilities to colocation data center operations; (ix) loss on debt extinguishment; (x) change in fair value of warrants and contingent value rights; (xi) loss on legal settlements; (xii) post-emergence bankruptcy advisory costs incurred related to reorganization; (xiii) merger transaction advisor fees; and (xiv) certain additional non-cash items that do not reflect the performance of our ongoing business operations. The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss).
Previous wording
You should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those 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. This measure should be considered in addition to, and not as a substitute for, our condensed consolidated financial statements prepared in accordance with 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 similarly titled measures used 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.
Current wording
You should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those 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. This measure should be considered in addition to, and not as a substitute for, our condensed consolidated financial statements prepared in accordance with 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 similarly titled measures used by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net income (loss) to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.
Previous wording
The following table presents a reconciliation of net loss to Adjusted EBITDA for the periods indicated (in thousands):
Current wording
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods indicated (in thousands):
Previous wording
(1)Included in Colocation organizational and site startup costs are costs associated to Stock-based compensation expense of $4.3 million and $8.5 million for the three and six months ended June 30, 2026, respectively, and $4.6 million and $7.6 million for the three and six months ended June 30, 2025, respectively. For the six months ended June 30, 2025, there was also $4.4 million in site conversion demolition costs.
Current wording
(1)Included in Colocation organizational and site startup costs are costs associated with Stock-based compensation expense of $6.6 million and $15.1 million for the three and nine months ended September 30, 2026, respectively, and $7.2 million and $14.8 million for the three and nine months ended September 30, 2025, respectively. For the nine months ended September 30, 2025, there was also $4.4 million in site conversion demolition costs.
Previous wording
(2)Included in Other non-operating expense, net on the condensed consolidated statements of operations.
Current wording
(2)Included in Advisor fees in the condensed consolidated statements of operations.
Previous wording
Results of operations for the three and six months ended June 30, 2026 and 2025
Current wording
Results of operations for the three and nine months ended September 30, 2026 and 2025
Previous wording
Colocation revenue consists of fees charged to customers for licensed data center space, power and related services. Under our contract, the customer generally pays fixed monthly fees based on billable customer power capacity and variable usage‑based charges and other billable services. Power fees are passed through to our customer without markup and are recognized as revenue on a gross basis, with a corresponding charge to cost of colocation services. As a result, changes in power prices can cause fluctuations in colocation revenue that are not indicative of changes in our underlying colocation margins.
Current wording
Colocation revenue consists of fees charged to customers for licensed data center space, power and related services. Under our contracts, the customers generally pay fixed monthly fees based on billable customer power capacity and variable usage‑based charges and other billable services. Power fees are passed through to our customers without markup and are recognized as revenue on a gross basis, with a corresponding charge to cost of colocation services. As a result, changes in power prices can cause fluctuations in colocation revenue that are not indicative of changes in our underlying colocation margins.
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Current report — wording carried from elsewhere
Our capital structure has changed materially during 2026. As of September 30, 2026, our consolidated indebtedness includes $460.0 million of 3.00% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”), $625.0 million of 0.00% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”), and $3.3 billion of 7.75% Senior Secured Notes due 2031 issued by our indirect subsidiary Core Scientific Finance. In addition, in August 2026, we entered into an aggregate of $600.0 million of committed senior secured credit facilities, consisting of a $100.0 million senior secured revolving credit facility and a $500.0 million letter of credit facility. There were no borrowings under the revolving credit facility and no letters of credit outstanding under the letter of credit facility as of September 30, 2026.