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
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12 — Stock-Based Compensation
- STOCK-BASED COMPENSATION
Incentive Plan
The Company maintains an equity-based incentive plan (the "Incentive Plan") under which it grants RSUs, MSUs, and PSUs to employees and executive officers.
Performance Share Units
PSUs are granted to certain executive officers under the Incentive Plan and are subject to satisfaction of a service condition and the achievement of market or performance conditions during a defined measurement period. In April 2025, the Company granted PSUs that are eligible to vest inthree equal annual installments through March 2028, subject to continued service and the achievement of market and performance conditions, with the number of shares earned ranging from 0% to 300% of target based on the achievement of the applicable conditions during each measurement period.
In May and August 2026, the Company granted additional PSUs eligible to cliff vest on March 15, 2029, subject to continued service and the achievement of market and performance conditions, including RTSR, energized megawatt growth, and new customer acquisition, over the 2026 through 2028 calendar years. The number of shares earned ranges from 0% to 200% of target, and up to 250% of target for the Chief Executive Officer. The grant date fair value of the tranche subject to the RTSR market condition was estimated using a Monte Carlo simulation model, using the following assumptions for each grant date:
| May 2026 Grant | August 2026 Grant | |
|---|---|---|
| Expected term of awards in years | 2.6 | 2.4 |
| Expected volatility | 85% | 84% |
| Risk-free interest rate | 4.01% | 4.13% |
| Expected dividend yield | 0% | 0% |
Restricted Stock Units
RSUs are granted to employees and executive officers under the Incentive Plan and generally vest over athree-year service period, based on continued service.
Market Condition Restricted Stock Units
MSUs vest based on the achievement of share price goals over a defined measurement period. For the vesting schedule and additional terms of outstanding MSU awards, see Note 13 - Stockholders’ Deficitin the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Stock-Based Compensation
The following table summarizes RSU, MSU, and PSU activity for the nine months ended September 30, 2026 (shares in thousands):
| Restricted Stock Units | Market Condition Restricted Stock Units | Performance Restricted Stock Units | ||||
|---|---|---|---|---|---|---|
| Number ofShares | Weighted-AverageGrant Date FairValue | Number ofShares | Weighted-AverageGrant Date FairValue | Number ofShares | Weighted-AverageGrant Date FairValue | |
| Unvested - December 31, 2025 | 13,270 | $8.58 | 844 | $6.14 | 5,519 | $11.57 |
| Granted | 2,147 | 19.90 | 8 | 3.99 | 1,848 | 28.84 |
| Performance adjustment(1) | — | — | — | — | (1,471) | 11.57 |
| Vested | (3,871) | 10.44 | — | — | (1,840) | 15.71 |
| Forfeited | (346) | 8.69 | — | — | — | — |
| Unvested - September 30, 2026 | 11,200 | $10.04 | 852 | $6.14 | 4,056 | $20.32 |
(1)Represents the adjustment to PSUs granted in 2025 to reflect the number earned based on achievement of the applicable market and performance conditions (0% to 300% of target).
The following table presents unrecognized compensation cost and the related weighted-average period over which the cost is expected to be recognized as of September 30, 2026 (dollars in thousands):
| Unrecognized Compensation Cost | Weighted-Average Recognition Period | |
|---|---|---|
| RSUs | $82,751 | 1.8 years |
| PSUs | 57,671 | 2.3 years |
| MSUs | 497 | 0.3 years |
| Total | $140,919 |
The following table presents the stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the periods indicated (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Cost of revenue | $685 | $1,251 | $2,821 | $3,574 |
| Colocation organizational and site startup costs | 6,584 | 7,241 | 15,110 | 14,831 |
| Selling, general and administrative | 17,916 | 21,454 | 43,255 | 51,896 |
| Stock-based compensation expense, net of amounts capitalized(1) | 25,185 | 29,946 | 61,186 | 70,301 |
| Capitalized stock-based compensation(2) | 57 | 227 | 1,202 | 623 |
| Total stock-based compensation cost | $25,242 | $30,173 | $62,388 | $70,924 |
(1)The nine months ended September 30, 2025 includes $3.0 million of stock-based compensation expense as a result of accelerated vesting of outstanding RSUs for former board members.
(2)Represents the amounts of stock-based compensation capitalized to property, plant and equipment.
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