CORZ 8-K
Core Scientific, Inc./tx (CORZ)
8-K
2026-07-28
For: 2026-07-27
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Added on
July 28, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2026
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
838 Walker Road, Suite 21-2105 Dover, Delaware | ||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (512 ) 402-5233
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On July 27, 2026, in connection with its entry into the Leases (as defined below), Core Scientific, Inc. (the “Company”) issued to Advanced Micro Devices, Inc. (“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.
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.
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”).
Item 7.01 Regulation FD Disclosure.
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.
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.
On July 28, 2026, the Company issued a press release announcing its entry into the Leases. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
Also on July 28, 2026, the Company released an investor presentation regarding the Leases. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, whether made before, on or after the date hereof, regardless of any general incorporation language except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Core Scientific, Inc. | ||||||||
Dated: July 28, 2026 | ||||||||
| By: | /s/ Todd M. DuChene | |||||||
| Name: | Todd M. DuChene | |||||||
| Title: | Chief Legal Officer and Chief Administrative Officer | |||||||
Core Scientific and AMD Announce Infrastructure Partnership News Highlights: • Partnership expands AMD ecosystem access to AI-ready infrastructure to support growing demand for AMD compute • AMD secures more than 500 megawatts of U.S. capacity to support end customer deployments beginning in 2027, with the ability to expand up to 2.5 gigawatts MIAMI, Florida and SANTA CLARA, Calif., July 28, 2026 — Core Scientific (NASDAQ: CORZ) and AMD (NASDAQ: AMD) today announced a partnership to shape the future of AI infrastructure, with AMD to secure up to 2.5 gigawatts of data center capacity to support end customer deployments of AMD AI solutions. As part of the agreement, Core Scientific and AMD will collaborate on physical infrastructure design and the deployment of AMD Instinct™ GPUs, EPYC™ CPUs, and ROCm™ software. As AI demand continues to accelerate, access to power, land and data center infrastructure has become critical to bringing new AI compute online. The agreement expands capacity for the AMD ecosystem with more than 500 megawatts of U.S. infrastructure beginning in 2027, with the opportunity to scale up to 2.5 gigawatts. By expanding access to Core Scientific’s AI-ready infrastructure, AMD is enabling end customers to deploy AI faster and at greater scale. "AI deployments are accelerating rapidly and bringing that compute online requires trusted infrastructure partners with the scale and power to support the next era of AI," said Mathew Hein, senior vice president and chief strategy officer of corporate development at AMD. "Core Scientific's extensive portfolio of AI-ready data centers expands access to the infrastructure our customers need to deploy AMD AI solutions at scale. Together, we are helping model builders, cloud providers and enterprises accelerate AI adoption while strengthening the AMD ecosystem.” “We are proud to establish a strategic relationship with AMD and support the continued deployment of its next-generation products,” said Adam Sullivan, Chief Executive Officer of Core Scientific. “Our proven execution capabilities and ability to deliver high-density infrastructure at scale position us to support AMD’s technology roadmap and grow our relationship meaningfully over time.”
As part of the agreement, AMD will also receive market-priced warrants to purchase Core Scientific’s common stock, subject to certain commercial conditions. About Core Scientific Core Scientific is a leader in designing, building and operating large scale, purpose-built data centers for high-density colocation (“HDC”) services. Core Scientific operates facilities for high- density colocation services serving artificial intelligence-related (“AI”) workloads and is a premier provider of digital infrastructure and services to its third-party customers. The majority of the Company's revenue is derived from high-density colocation services, with the remainder derived from earning digital assets for the Company's own account and from digital asset mining hosting services. The Company is in the process of repurposing its remaining mining facilities to support its high-density colocation services business as circumstances allow. Core Scientific’s facilities are located in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1) and Texas (4). To learn more, visit www.corescientific.com. About AMD AMD (NASDAQ: AMD) drives innovation in high-performance and AI computing to solve the world’s most important challenges. Today, AMD technology powers billions of experiences across cloud and AI infrastructure, embedded systems, AI PCs and gaming. With a broad portfolio of AI-optimized CPUs, GPUs, networking and software, AMD delivers full-stack AI solutions that provide the performance and scalability needed for a new era of intelligent computing. Learn more at www.amd.com. CAUTIONARY STATEMENT This press release contains forward-looking statements concerning Advanced Micro Devices, Inc. (AMD) such as the anticipated benefits and expectations of the proposed strategic partnership with Core Scientific; the expected deployment and timing of 500 megawatts of U.S. infrastructure and the expansion of up to 2.5 gigawatts; the expected benefits from the parties’ collaboration on physical infrastructure design and the deployment of AMD Instinct™ GPUs, EPYC™ CPUs, and ROCm™ software; AMD’s expectations about AI demand; future capabilities and growth opportunities; AMD’s ability to help end customers to deploy AI faster at greater scale; strengthening AMD’s ecosystem; expectations about Core Scientific’s ability to deliver high-density infrastructure at scale to support AMD’s technology roadmap; the expected demand for AMD products, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as "would," "may," "expects," "believes," "plans," "intends," "projects" and other terms with similar meaning. Investors are cautioned that the forward-looking statements in this press release are based on current beliefs, assumptions and expectations,
speak only as of the date of this press release and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and are generally beyond AMD's control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: impact of government actions and regulations such as export regulations, import tariffs, trade protection measures, and licensing requirements; competitive markets in which AMD’s products are sold; the cyclical nature of the semiconductor industry; market conditions of the industries in which AMD products are sold; AMD’s ability to introduce products on a timely basis with expected features and performance levels; loss of a significant customer; economic and market uncertainty; quarterly and seasonal sales patterns; AMD's ability to adequately protect its technology or other intellectual property; unfavorable currency exchange rate fluctuations; ability of third party manufacturers to manufacture AMD's products on a timely basis in sufficient quantities and using competitive technologies; availability of essential equipment, materials, components (such as memory supply), substrates or manufacturing processes; ability to achieve expected manufacturing yields for AMD’s products; AMD's ability to generate revenue from its semi- custom SoC products; potential security vulnerabilities; potential security incidents including IT outages, data loss, data breaches and cyberattacks; uncertainties involving the ordering and shipment of AMD’s products; AMD’s reliance on third-party intellectual property to design and introduce new products; AMD's reliance on third-party companies for design, manufacture and supply of motherboards, software, memory and other computer platform components; AMD's reliance on Microsoft and other software vendors' support to design and develop software to run on AMD’s products; AMD’s reliance on third-party distributors and add-in-board partners; impact of modification or interruption of AMD’s internal business processes and information systems; compatibility of AMD’s products with some or all industry-standard software and hardware; costs related to defective products; failure to maintain an efficient supply chain as customer demand changes; AMD's ability to rely on third party supply-chain logistics functions; AMD’s ability to effectively control sales of its products on the gray market; impact of climate change on AMD’s business; AMD’s ability to realize its deferred tax assets; potential tax liabilities; current and future claims and litigation; impact of environmental laws, conflict minerals related provisions and other laws or regulations; evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters; issues related to the responsible use of AI; restrictions imposed by agreements governing AMD’s notes, the guarantees of Xilinx’s notes and the revolving credit agreement; AMD’s ability to satisfy financial obligations under guarantees, leases and other commercial commitments; impact of acquisitions, joint ventures and/or investments on AMD’s business and AMD’s ability to integrate acquired businesses; impact of any impairment of the combined company’s assets; political, legal and economic risks and natural disasters; future impairments of technology license purchases; AMD’s ability to attract and retain key employees; and AMD’s stock price volatility. Investors are urged to review in detail the risks and uncertainties in AMD’s Securities and Exchange Commission filings, including but not limited to AMD’s most recent reports on Forms 10-K and 10-Q.
### Core Scientific’s Special Note Regarding Forward-Looking Statements This press release 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 include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “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, 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, and our ability to source and consummate acquisitions of entities holding suitable land and power. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this press release, 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. 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 press release and should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. 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. Core Scientific Contact:
[email protected] AMD Contact: Brandi Martina AMD Communications (512) 705-1720 [email protected] Liz Stine AMD Investor Relations (720) 652-3965 [email protected]
Second Quarter 2026 Earnings Call July 28, 2026 1
FORWARD-LOOKING STATEMENTS This presentation 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 include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “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, contracted 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, source sufficient electrical energy, necessary long lead infrastructure components, supplies and equipment, the expected growth of the Company, the Company’s ability to source and retain talent, and our ability to source and acquire suitable additional land and power. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this presentation, 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, and the Company’s Quarterly Reports on Form 10-Q. 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 press release and should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. 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. 2
3 Core Scientific Overview Core Scientific is a leader in digital infrastructure for high- density colocation (“HDC”), operating dedicated, purpose- built facilities designed to support artificial intelligence (“AI”) and other compute-intensive workloads. We also provide digital infrastructure and related services to third-party customers and are repurposing remaining bitcoin mining facilities to support the continued growth of our HDC business as circumstances allow. FULLY DILUTED MARKET CAP* 7 STATES ~1.1 GW $24B+ IN TOTAL CUSTOMER CONTRACTED POWER IN CONTRACTED REVENUE ACROSS OUR FOOTPRINT *Based on stock price as of July 27, 2026, close and fully diluted share count of ~508 million $10.5B
4 Integrated Colocation Platform Site & Infrastructure Access Delivery & Build Execution Operations & Scalable Growth 1 Identify, evaluate, and secure sites with available power, strong network access, and room to expand for high-density operations. Find & Secure Sites 2 Partner with utilities and local leaders to align infrastructure development with grid capacity and community planning. Work with Key Partners 3 Plan, secure, and deliver scalable power capacity required to support AI and other high- density workloads. Secure & Deliver Power 4 Install fiber cabling and secure required carrier services to deliver high-capacity connectivity at each site. Deliver Fiber & Network Access 5 Translate customer requirements into tailored designs that keep cost and delivery timelines predictable. Design & Engineer 6 Secure long-lead equipment through established global supply chain partners. Source & Procure Critical Equipment 7 Build, commission, and deploy high-density infrastructure with disciplined execution to reduce risk and accelerate delivery. Construct & Deploy 8 Operate and maintain infrastructure around the clock with on-site teams, real-time monitoring, and preventive maintenance. Operate & Maintain 9 Expand power, space, and density across campuses and new phases without disrupting active operations. Scale & Expand
~590 MW LEASED POWER Denton, TX ~260 MW Dalton, GA ~175 MW Muskogee, OK ~70 MW Marble, NC ~65 MW Austin, TX ~20 MW ~530 MW1 LEASED POWER Pecos, TX* ~185 MW Dalton, GA ~120 MW Hunt, TX* ~110 MW Muskogee, OK* ~82 MW Auburn, AL ~32 MW ~385 MW1 LEASABLE POWER ~1,540 MW2 LEASABLE POWER 1. Includes secured grid connected power 2. Includes grid power currently in load study and Behind-the-Meter (BTM) solutions * AMD direct sites Over 1 GW of Customer Contracted Capacity CoreWeave AMD + Neocloud Phase 1: Initial Deal Additional Grid Power AMD Expansion Opportunity Load Study & BTM AMD Expansion Opportunity Significant expansion potential through the AMD relationship for over 3 GW of customer contracted capacity Uncommitted, Leasable Power ~170 MW total (Calvert City & Grand Forks) Power pipeline New site opportunities 2 GW+ total New sites undergoing varying degrees of due diligence for potential purchase Hunt, TX ~192 MW Muskogee, OK ~192 MW Pecos, TX ~815 MW Muskogee, OK ~725 MW
6 Initial delivery for AMD is expected in early 2027 Pecos, TX Est. 1H 2027 initial delivery Hunt County, TX Est. 1H 2028 initial delivery Dalton, GA Est. 2H 2027 initial delivery Muskogee, OK Est. 2H 2027 initial delivery Auburn, AL Est. 1H 2027 initial delivery 1H 2027 2H 2027 1H 2028 With the full 530 MW delivered by the end of 2028
Investment Highlights Established expertise 150+ years of combined data center leadership experience Attractive business model Demand & growth visibility A leading North American AI compute infrastructure developer in the last decade 5+ years owning data centers with dedicated tier III GPU hosting abilities Colocation contracts deliver compelling economics and strong margins Strong balance sheet provides flexibility for strategic opportunities Robust industry demand with a mix of hyperscale and non-hyperscale customers $24B+ contracted capacity, ~$1.8B average annualized colocation GAAP revenue 1 Energized as many MWs as the rest of publicly traded peers combined in 2025 2 Over 2 GW in new site opportunities 7 * 1. Revenues from CoreWeave contract are paid directly into a lockbox tied to the $3.3 billion senior secured notes due 2031 2. Peers include TeraWulf, Cipher, Galaxy, Applied Digital, Hut 8, Iren
CoreWeave Relationship Overview 8
9 Nearing full completion of the CoreWeave buildout Site MW Leased Status MW Billing ~260 MW ~260Denton, TX ~175 MW Est. completion early 2027 ~30Dalton, GA ~70 MW ~70Muskogee, OK ~65 MW ~65Marble, NC ~20 MW ~20Austin, TX Total ~590 MW Early 2027 completion Over 430 MW* *Total billing as of mid-July Substantially complete
10 CoreWeave Contract Summary ~590MW infrastructure ~800MW gross $10B+ in revenue potential over the contracts’ term ~$850M average annualized colocation GAAP revenue 1 No ability to unilaterally terminate, with aligned joint execution risk Take-or-pay contract at a fixed cost, with annual escalator Client pays for capex 4, power, and utilities 1. Represents the estimated average annual revenue over the 12-year contract periods; Austin, Texas contract term is a 7-year period. 2. Expenses include facilities operations, repairs & maintenance, security, FTEs, insurance, property taxes, etc. 3. Austin, Texas contract term is 7 years with elective extensions. 4. Up to $1.5 Million per MW (or approximately $750 Million) of data center build out costs are funded by CoreWeave and credited against hosting payments at no more than 50% of monthly fees until fully repaid. The balance of modification costs relate to items purchased directly by CoreWeave and contributed for use in the facility. For the additional 70 MW expansion, Core Scientific is responsible for funding $104 Million of capex ($1.5M per MW) for the powered core and shell with no capex credit associated with this new agreement. 12-year contract with two 5-year options 3 80% to 85% anticipated profit margin 2 Hold liens on data center infrastructure assets (excluding GPUs)
11 Appendix
12 Average build cost breakdown Estimating $11 million - $12 million / MW as an average capex range for the site buildouts With three broader buckets making up 100% of our costs, excluding tenant fit out costs which range from $1 million - $2 million / MW ~45% ~40% ~15% Construction labor & on-site execution OFE Soft costs Transformers, switchgear, generators, chillers, pumps, liquid cooling systems, & control systems Design engineering, permitting, utility interconnection, insurance, warehouses, temporary power, fuel, lighting, testing, & contingency Electrical technicians, mechanical technicians, equipment operators, pipefitters, project supervisors, safety personnel
13 Term Library Term Definition How management uses it Gross Utility Power Capacity (MW) Total electric utility power capacity agreements associated with our data center sites under our control as of period end, including capacity that is commissioned for future use. Used for portfolio planning and utility power allocation discussions. Total Leasable Customer Power Capacity (MW) Our estimate of the total non-redundant customer IT load that our data center sites could support in the aggregate as of period end, regardless of whether such capacity has been contracted with customers or remains available for sale. This metric is representative of the amount of power available for customer use in servicing their workloads. Used to assess total customer-usable IT load available for leasing, evaluate leased versus unleased capacity, and plan conversion/development sequencing and sales capacity. Leased Customer Power Capacity (MW) Power capacity that is committed to customers under executed customer contracts, regardless of whether service has commenced as of period end. Used to monitor signed customer commitments and contracted backlog and to plan future deployment/commissioning requirements. Unleased Customer Power Capacity (MW) The portion of Total Leasable Customer Power Capacity not committed under customer contracts as of period end. This metric is calculated as Total Leasable Customer Power Capacity minus Leased Customer Power Capacity. Used to monitor remaining uncommitted customer IT load and to prioritize incremental contracting and conversion/commissioning plans. Billable Customer Power Capacity (MW) Portion of Leased Customer Power Capacity for which service has commenced, and we are actively billing as of period end. Used to monitor in-service customer power that is billing and to track deployment/commissioning pace and near-term revenue ramp.
14 Colocation Revenue & Billing MW Progression 120 225 395 4Q25 1Q26 2Q26 Billing MW $31.3 $77.5 $136.70 4Q25 1Q26 2Q26 Colocation revenue Data presented in MW Data presented in $M
15 Pro Forma Share Count as of July 23, 2026 Million shares ~187M shares 321 95 6 16 42 28 508 Sharecount @ July 23, 2026 Tranche 1 Warrants Tranche 2 Warrants Restricted Stock and Performance Based Units August 2024 Convertible Note December 2024 Convertible Note Total Pro Forma Diluted Share Count
