Core Scientific, Inc./tx

8. WARRANTS

Tranche 1 and Tranche 2 Warrants

On January 23, 2024, the Company entered into a warrant agreement (the “Warrant Agreement”) providing for the issuance of 98,313,313 warrants, each exercisable forone share of common stock at an exercise price of $6.81 per share (the “Tranche 1 Warrants”), and 81,927,898 warrants, each exercisable forone share of common stock at an exercise price of $0.01 per share (the “Tranche 2 Warrants” and, together with the Tranche 1 Warrants, the “Warrants”). The Tranche 1 Warrants expire on January 23, 2027, and the Tranche 2 Warrants expire on January 23, 2029. The Warrants are classified as liabilities.

During the three and nine months ended September 30, 2026,1.5 million and 1.8 million Tranche 1 Warrants were exercised, respectively, which resulted in cash receipts of $10.5 million and $11.7 million, respectively. As of September 30, 2026, there were 94.9 million unexercised Tranche 1 Warrants.

During the three and nine months ended September 30, 2026,0.3 million and 1.9 million Tranche 2 Warrants were exercised, respectively, which resulted inimmaterial cash receipts. As of September 30, 2026, there were 6.3 million unexercised Tranche 2 Warrants.

AMD Warrant

On July 27, 2026, in connection with the execution of the AMD Leases as described in Note 6 — Leases, the Company issued AMD a warrant (the "AMD Warrant") to purchase up to 30 million shares of the Company's common stock at an exercise price of $23.47 per share, representing the five-day volume-weighted average price of the Company's common stock on Nasdaq prior to execution. The AMD Warrant expires on July 27, 2031.

Warrant shares vest at a rate of 12,222 shares per one MW of critical IT load under the AMD Leases. Upon issuance on July 27, 2026, approximately 6.5 million warrant shares vested and became immediately exercisable based on the MW contracted under the AMD Leases. The remaining warrant shares will vest as additional capacity is contracted under the AMD Leases.

The vested portion of the AMD Warrant meets the criteria for equity classification, and its issuance date fair value of $90.1 million was recorded as a component of additional paid-in capital. The remaining unvested portion does not meet the criteria for equity classification and was initially recognized as a warrant liability at its issuance date fair value of $206.4 million. The aggregate issuance date fair value of $296.4 million was recognized as a deferred lease incentive that will be amortized as a reduction of revenue over the term of the related leases. As of September 30, 2026, $1.4 million of the deferred lease incentive was included in "Other current assets" and $295.0 million was presented as "Deferred lease incentive, net of current portion" in the condensed consolidated balance sheets.

The issuance-date fair values of the equity-classified and liability-classified portions of the AMD Warrant were estimated using a Monte Carlo simulation model that incorporates the probability of satisfying the applicable vesting conditions. The following assumptions were used in the valuation:

(1)Represents the remaining contractual term from the issuance date for the equity-classified portion and from each assumed vesting date for the liability-classified portion.

As of September 30, 2026, the AMD Warrant liability was $137.3 million. During the three and nine months ended September 30, 2026, the Company recognized a gain of $69.1 million from changes in its fair value.

See Note 2 — Summary of Significant Accounting Policies for the related accounting policies and Note 9 — Fair Value Measurements for the subsequent valuation of the AMD Warrant liability and related disclosures.