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CORZ · Core Scientific, Inc. · Financials

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$12.89 -1.35 (-9.48%) Play latest call Q2 2026 earnings call transcript
Market Cap
$4.58B
Shares
321.34M
Volume · Nov 4 24.28M Avg daily vol (3M) 12.83M

Income-statement, balance-sheet and cash-flow figures from SEC filings, plus a debt profile anchored in the latest 10-K and updated by each 10-Q and debt exhibit.

Revenue
$319.02M -37.5%
FY2025 Revenue FY2020–FY2025
Net Income
-$288.62M +79.9%
FY2025 Net Income FY2020–FY2025
Gross Margin
11.88% -11.8pp
FY2025 Gross Margin FY2020–FY2025
Operating Margin
-76.98% -49.2pp
FY2025 Operating Margin FY2020–FY2025
Diluted EPS
-$0.88 +81.9%
FY2025 Diluted EPS FY2020–FY2025
Operating Cash Flow
$278.25M +548.7%
FY2025 Operating Cash Flow FY2020–FY2025

Chart any reported metric, KPI or segment over time — the full statement history lives here

Line Item TTM FY2025 FY2024 FY2023 FY2022 FY2021 FY2020
$440.31M $319.02M $510.67M $502.4M $640.31M $544.48M $60.32M
$252.38M $65.42M $24.38M $0 $0 — —
$315.5M $281.12M $389.6M $378.94M $631.91M $305.62M $50.93M
$124.81M $37.9M $121.07M $123.46M $8.4M $238.86M $9.39M
— 11.88% 23.71% 24.57% 1.31% 43.87% 15.57%
— — $11.83M $7.18M $26.96M $7.67M $5.27M
— — $9.97M $7.02M $12.73M $4.06M $1.77M
— — $110.45M $93.91M $213.28M $60.49M $14.55M
$175.89M $159.22M $113.69M $108.11M — — —
— — — — $1.2M $1.6M —
$62.57M $68.91M $113.21M $96M $225.26M $33.36M $9.4M
— — — — $1M — —
— — — — $252.97M $72.22M $21.6M
-$561.16M -$245.59M -$142.07M $8.96M -$2.11B $131.49M -$6.33M
— -76.98% -27.82% 1.78% -329.46% 24.15% -10.49%
-$498.59M -$176.68M -$28.86M $104.96M -$1.88B $164.86M $3.08M
— — — — — $34.54K —
-$866.68M -$42.44M -$1.29B -$254.77M -$53.86M -$68.42M -$5.88M
-$1.43B -$288.03M -$1.44B -$245.8M -$2.16B $63.08M -$12.21M
$2.73M $583K $859K $683K -$17.09M $15.76M $0
-$1.43B -$288.62M -$1.44B -$246.49M -$2.15B $47.31M -$12.21M
— -90.47% -281.57% -49.06% -335.2% 8.69% -20.24%
-$2.14B -$280.74M -$1.25B -$246.49M -$2.15B $47.31M -$22.68M
— — -$1.44B -$246.49M -$2.14B $36.35M -$12.21M
USD/shares -$6.64 -$0.88 -$4.87 -$0.65 -$6.30 $0.23 -$0.14
USD/shares -$6.46 -$0.88 -$4.87 -$0.65 -$6.30 $0.20 -$0.14
shares — 318.07M 255.83M 379.86M 340.65M 207.26M 157.6M
shares — 318.07M 255.83M 379.86M 340.65M 233.31M 157.6M
Italic rows are computed from reported lines — open a row's info icon for its formula. Values reflect the latest filing (restatements included); per-share figures on today's split basis. Click a value for its source filing. TTM: trailing twelve months through the latest reported quarter — flows sum the last four quarters, balances take the latest. 3Y/5Y/10Y columns are trailing CAGR from the newest fiscal year; blank where an endpoint is missing or negative.

Capital Returned to Shareholders

Cash spent on share repurchases and dividends per fiscal year, as reported on the cash-flow statement. Across FY2022–FY2024: $31.65M in buybacks.

Debt Profile

Completed filing coverage through Mar 18, 2026

Reported borrowing balances, repayment dates and agreement terms, with links to the underlying filings.

Read debt and covenant terms in your AI or your code through MCP and the API →
Latest reported total
USD 4,400,000,000
As of Jun 30, 2026
Tracked instruments
3
Loans, facilities and note series
Annual baseline
Dec 31, 2024
Latest approved annual total
Reported total debt history
As of Reported label Amount Source
2026-06-30 aggregate principal amount of indebtedness for borrowed money USD 4,400,000,000 10-Q filed 2026-07-28 Parent filing
As of June 30, 2026, we had approximately $4.4 billion aggregate principal amount of indebtedness for borrowed money. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
2026-03-31 aggregate principal amount of indebtedness for borrowed money USD 2,090,000,000 10-Q filed 2026-05-06 Parent filing
As of March 31, 2026, we had approximately $2.09 billion aggregate principal amount of indebtedness for borrowed money. In
2024-12-31 aggregate principal amount of indebtedness for borrowed money USD 1,120,000,000 10-K/A filed 2026-03-02 Parent filing
As of December 31, 2024, we had approximately $1.12 billion aggregate principal amount of indebtedness for borrowed money. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:

Reported debt balances

Each amount keeps its reported scope. Related balance-sheet measures appear under the borrowing they describe.

Reported balanceAs ofAmountSource
Finance lease liabilities 2026-06-30 USD 876,000 10-Q filed 2026-07-28
Related accounting measures — not additional borrowing

Carrying amounts can reflect issuance costs or discounts. Differences between these measures are not necessarily repayments due within a year.

Noncurrent finance lease liabilities
USD 876,000
Long-term debt, including current maturities 2026-06-30 USD 4,297,967,000 10-Q filed 2026-07-28
Related accounting measures — not additional borrowing

Carrying amounts can reflect issuance costs or discounts. Differences between these measures are not necessarily repayments due within a year.

Noncurrent debt carrying amount
USD 4,297,967,000
Operating lease liabilities 2026-06-30 USD 108,499,000 10-Q filed 2026-07-28
Related accounting measures — not additional borrowing

Carrying amounts can reflect issuance costs or discounts. Differences between these measures are not necessarily repayments due within a year.

Current operating lease liabilities
USD 13,456,000
Noncurrent operating lease liabilities
USD 95,043,000
16 filing observations remain unmatched and are excluded from instrument histories.
Instrument and agreement coverage is incomplete. Additional filings are awaiting review.
Some debt data could not be processed yet.
9 filings have incomplete source or extraction coverage. Verified observations are shown; missing observations do not establish that debt was unchanged.

Covenants

Some sections could not be verified in 3 agreement documents. Other restrictions or tests may apply.

Verified tests, triggers and restrictions appear with each agreement below. A verified term does not establish current compliance.

Loans, facilities and notes

7.750% Senior Secured Notes due 2031

Note · Core Scientific Finance I LLC

Reference: 7.750% Senior Secured Notes due 2031

Active
Original principal
USD 3,300,000,000
Outstanding
—
Commitment
—
Availability
—
Maturity
May 15, 2031

Last reported interest terms: 7.75% Reported 2026-05-06 Later filings may not restate these terms; this does not confirm they still apply.

Covenant terms for this agreement are not yet verified.

Documents and filing history
  1. Issuance · 2026-05-06 Original principal USD 3,300,000,000 Exact source document Parent 8-K filing · 2026-05-06
    On May 6, 2026, Core Scientific Finance I LLC (the “Issuer”), a wholly-owned indirect subsidiary of Core Scientific, Inc. (“Core Scientific”), completed its previously announced private offering (the “Offering”) of $3.3 billion aggregate principal amount of its 7.750% Senior Secured Notes due 2031 (the “Notes”). The Notes were sold under a purchase agreement, dated as of April 22, 2026, entered into by and among the Issuer, the subsidiary guarantors party thereto (the “Subsidiary Guarantors”), Core Scientific Finance Holding LLC and Morgan Stanley & Co. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
    Issuer evidence: On May 6, 2026, Core Scientific Finance I LLC (the “Issuer”), a wholly-owned indirect subsidiary of Core Scientific, Inc. (“Core Scientific”), completed its previously announced private offering (the “Offering”) of $3.3 billion aggregate principal amount of its 7.750% Senior Secured Notes due 2031 (the “Notes”). The Notes were sold under a purchase agreement, dated as of April 22, 2026, entered into by and among the Issuer, the subsidiary guarantors party thereto (the “Subsidiary Guarantors”), Core Scientific Finance Holding LLC and Morgan Stanley & Co. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
    Supporting evidence: The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 6, 2026, between the Issuer, Holdco (as defined below), the Subsidiary Guarantors and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Notes are senior secured obligations of the Issuer and bear interest at a rate of 7.750% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The Notes will mature on May 15, 2031, unless earlier redeemed or repurchased in accordance with their terms.
    Supporting evidence: On May 6, 2026, Core Scientific Finance I LLC (the “Issuer”), a wholly-owned indirect subsidiary of Core Scientific, Inc. (“Core Scientific”), completed its previously announced private offering (the “Offering”) of $3.3 billion aggregate principal amount of its 7.750% Senior Secured Notes due 2031 (the “Notes”). The Notes were sold under a purchase agreement, dated as of April 22, 2026, entered into by and among the Issuer, the subsidiary guarantors party thereto (the “Subsidiary Guarantors”), Core Scientific Finance Holding LLC and Morgan Stanley & Co. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
  2. Baseline · 2026-05-06 Exact source document Parent 8-K filing · 2026-05-06
    The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 6, 2026, between the Issuer, Holdco (as defined below), the Subsidiary Guarantors and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Notes are senior secured obligations of the Issuer and bear interest at a rate of 7.750% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The Notes will mature on May 15, 2031, unless earlier redeemed or repurchased in accordance with their terms.
    Issuer evidence: On May 6, 2026, Core Scientific Finance I LLC (the “Issuer”), a wholly-owned indirect subsidiary of Core Scientific, Inc. (“Core Scientific”), completed its previously announced private offering (the “Offering”) of $3.3 billion aggregate principal amount of its 7.750% Senior Secured Notes due 2031 (the “Notes”). The Notes were sold under a purchase agreement, dated as of April 22, 2026, entered into by and among the Issuer, the subsidiary guarantors party thereto (the “Subsidiary Guarantors”), Core Scientific Finance Holding LLC and Morgan Stanley & Co. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
    Supporting evidence: The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 6, 2026, between the Issuer, Holdco (as defined below), the Subsidiary Guarantors and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Notes are senior secured obligations of the Issuer and bear interest at a rate of 7.750% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The Notes will mature on May 15, 2031, unless earlier redeemed or repurchased in accordance with their terms.
    Supporting evidence: On May 6, 2026, Core Scientific Finance I LLC (the “Issuer”), a wholly-owned indirect subsidiary of Core Scientific, Inc. (“Core Scientific”), completed its previously announced private offering (the “Offering”) of $3.3 billion aggregate principal amount of its 7.750% Senior Secured Notes due 2031 (the “Notes”). The Notes were sold under a purchase agreement, dated as of April 22, 2026, entered into by and among the Issuer, the subsidiary guarantors party thereto (the “Subsidiary Guarantors”), Core Scientific Finance Holding LLC and Morgan Stanley & Co. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

0.00% Convertible Senior Notes due 2031

Note · Core Scientific, Inc.

Reference: 0.00% Convertible Senior Notes due 2031

Active
Original principal
USD 625,000,000
Outstanding
—
Commitment
—
Availability
—
Maturity
Jun 15, 2031

Last reported interest terms: 0% Reported 2026-08-27 Later filings may not restate these terms; this does not confirm they still apply.

Verified covenant terms

  • (H) · Third Party May Conduct Repurchase Offer In Lieu of the Company (H) Third Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this Section 4.02, the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner that would have satisfied the requirements of this Section 4.02 if conducted directly by the Company; Exceptions: Notwithstanding anything to the contrary in this Section 4.02 Section 4.02. RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE.
    Full wording and supporting evidence
    Source evidence: (H) Third Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this Section 4.02, the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner that would have satisfied the requirements of this Section 4.02 if conducted directly by the Company; and (ii) an owner of a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount (as a result of withholding or other similar taxes) than such owner would have received had the Company repurchased such Note.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”).
  • (A) · RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE Subject to the other terms of this Section 4.02, if a Fundamental Change occurs prior to the Maturity Date, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash repurchase price equal to the Fundamental Change Repurchase Price. Springing Trigger: if a Fundamental Change occurs prior to the Maturity Date Exceptions: Subject to the other terms of this Section 4.02 Section 4.02. RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE.
    Full wording and supporting evidence
    Source evidence: (A) Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this Section 4.02, if a Fundamental Change occurs prior to the Maturity Date, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash repurchase price equal to the Fundamental Change Repurchase Price.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”).
  • Section 3.03 · RULE 144A INFORMATION If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the… Section 3.03. RULE 144A INFORMATION.
    Full wording and supporting evidence
    Source evidence: If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”).
  • Section 11.11 · U.S.A. PATRIOT ACT The Company agrees to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act. Applies to every series under this agreement Section 11.11. U.S.A. PATRIOT ACT.
    Full wording and supporting evidence
    Source evidence: The Company agrees to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  • (C) · Notice of Accrual of Additional Interest The Company will send notice to the Holder of each Note, and to the Trustee, of the commencement and termination of any period in which Additional Interest accrues on such Note. Section 3.04. ADDITIONAL INTEREST.
    Full wording and supporting evidence
    Source evidence: (C) Notice of Accrual of Additional Interest; Trustee’s Disclaimer. The Company will send notice to the Holder of each Note, and to the Trustee, of the commencement and termination of any period in which Additional Interest accrues on such Note. In addition, if Additional Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Additional Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Additional Interest on such Note on such date of payment; and (ii) the amount of such Additional Interest that is payable on such date of payment. The Trustee will have no duty to determine whether any Additional Interest is payable or the amount thereof.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”).
  • (A) · Accrual of Additional Interest (A) Accrual of Additional Interest. If, on any day occurring on or after the date that is six (6) months after the Last Original Issue Date of any Note, (i) the Company has not satisfied the reporting conditions (including, for the avoidance of doubt, the requirement for current Form 10 information) set forth in Rule 144(c) and (i)(2) under the Securities Act; Springing Trigger: the Company has not satisfied the reporting conditions (including, for the avoidance of doubt, the requirement for current Form 10 information) set forth in Rule 144(c) and (i)(2) under the Securities Act; or (ii) such Note is not otherwise Freely Tradable Section 3.04. ADDITIONAL INTEREST.
    Full wording and supporting evidence
    Source evidence: (A) Accrual of Additional Interest. If, on any day occurring on or after the date that is six (6) months after the Last Original Issue Date of any Note, (i) the Company has not satisfied the reporting conditions (including, for the avoidance of doubt, the requirement for current Form 10 information) set forth in Rule 144(c) and (i)(2) under the Securities Act; or (ii) such Note is not otherwise Freely Tradable, then Additional Interest will accrue on such Note for each day during such period on which such failure is continuing or such Note is not Freely Tradable.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”).
  • Section 5.04 · Stock Reserve At all times when any Notes are outstanding, the Company will reserve (out of its authorized and not outstanding shares of Common Stock that are not reserved for other purposes) a number of shares of Common Stock sufficient to permit the Conversion of all then-outstanding Notes Exceptions: out of its authorized and not outstanding shares of Common Stock that are not reserved for other purposes Section 5.04. RESERVE AND STATUS OF COMMON STOCK ISSUED UPON CONVERSION.
    Full wording and supporting evidence
    Source evidence: Section 5.04. RESERVE AND STATUS OF COMMON STOCK ISSUED UPON CONVERSION. (A) Stock Reserve. At all times when any Notes are outstanding, the Company will reserve (out of its authorized and not outstanding shares of Common Stock that are not reserved for other purposes) a number of shares of Common Stock sufficient to permit the Conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such Conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”).
  • Section 4.01 · NO SINKING FUND No sinking fund is required to be provided for the Notes. Section 4.01. NO SINKING FUND.
    Full wording and supporting evidence
    Source evidence: No sinking fund is required to be provided for the Notes.
    Target identity evidence: INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”).
Documents and filing history
  1. Baseline · 2026-08-27 Exact source document Parent 8-K filing · 2026-08-27
    339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
    Issuer evidence: 339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
    Supporting evidence: 339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
    Supporting evidence: 339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
  2. Issuance · 2026-03-06 Exact source document Parent 8-K filing · 2026-03-06
    DELAYED-DRAW BRIDGE CREDIT AGREEMENT, dated as of March 4, 2026 (this “Agreement”), among Core Scientific, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Lender (as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders extend credit as set forth herein; NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Notes” shall mean those certain 3.00% Convertible Senior Notes due 2029 issued by the Borrower pursuant to the 2029 Convertible Notes Indenture. “2029 Convertible Notes Documents” shall mean the 2029 Convertible Notes Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2029 Convertible Notes Indenture” shall mean that certain Indenture, dated as of August 19, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes” shall mean those certain 0.00% Convertible Senior Notes due 2031 issued by the Borrower pursuant to the 2031 Convertible Notes Indenture. “2031 Convertible Notes Documents” shall mean the 2031 Convertible Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes Indenture” shall mean that certain Indenture, dated as of December 5, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “Additional Mortgage” shall have the meaning assigned that term in Section 5.10(c).
    Issuer evidence: DELAYED-DRAW BRIDGE CREDIT AGREEMENT, dated as of March 4, 2026 (this “Agreement”), among Core Scientific, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Lender (as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders extend credit as set forth herein; NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Notes” shall mean those certain 3.00% Convertible Senior Notes due 2029 issued by the Borrower pursuant to the 2029 Convertible Notes Indenture. “2029 Convertible Notes Documents” shall mean the 2029 Convertible Notes Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2029 Convertible Notes Indenture” shall mean that certain Indenture, dated as of August 19, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes” shall mean those certain 0.00% Convertible Senior Notes due 2031 issued by the Borrower pursuant to the 2031 Convertible Notes Indenture. “2031 Convertible Notes Documents” shall mean the 2031 Convertible Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes Indenture” shall mean that certain Indenture, dated as of December 5, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “Additional Mortgage” shall have the meaning assigned that term in Section 5.10(c).
    Supporting evidence: DELAYED-DRAW BRIDGE CREDIT AGREEMENT, dated as of March 4, 2026 (this “Agreement”), among Core Scientific, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Lender (as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders extend credit as set forth herein; NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Notes” shall mean those certain 3.00% Convertible Senior Notes due 2029 issued by the Borrower pursuant to the 2029 Convertible Notes Indenture. “2029 Convertible Notes Documents” shall mean the 2029 Convertible Notes Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2029 Convertible Notes Indenture” shall mean that certain Indenture, dated as of August 19, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes” shall mean those certain 0.00% Convertible Senior Notes due 2031 issued by the Borrower pursuant to the 2031 Convertible Notes Indenture. “2031 Convertible Notes Documents” shall mean the 2031 Convertible Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes Indenture” shall mean that certain Indenture, dated as of December 5, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “Additional Mortgage” shall have the meaning assigned that term in Section 5.10(c).
  3. Issuance · 2024-12-05 Exact source document Parent 8-K filing · 2024-12-05
    A-4 CORE SCIENTIFIC, INC. 0.00% Convertible Senior Note due 2031 This Note is one of a duly authorized issue of notes of Core Scientific, Inc., a Delaware corporation (the “Company”), designated as its 0.00% Convertible Senior Notes due 2031 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of December 5, 2024 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture. The Indenture sets forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control. 1. Interest. This Note will not bear regular interest, and the principal amount of this Note will not accrete. Special Interest and Additional Interest will accrue on this Note in the circumstances, at the rates, and payable on the dates, and in the manner, set forth in Sections 2.05, 7.03 and 3.04 of the Indenture. 2. Maturity. This Note will mature on June 15, 2031, unless earlier Converted, redeemed or repurchased. 3. Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture. 4. Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes. 5. Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials. 6. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs prior to the Maturity Date, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture. 7. Right of Holders to Require the Company to Repurchase Notes on the Optional Repurchase Date. Each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Optional Repurchase Date for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.
    Issuer evidence: A-4 CORE SCIENTIFIC, INC. 0.00% Convertible Senior Note due 2031 This Note is one of a duly authorized issue of notes of Core Scientific, Inc., a Delaware corporation (the “Company”), designated as its 0.00% Convertible Senior Notes due 2031 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of December 5, 2024 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture. The Indenture sets forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control. 1. Interest. This Note will not bear regular interest, and the principal amount of this Note will not accrete. Special Interest and Additional Interest will accrue on this Note in the circumstances, at the rates, and payable on the dates, and in the manner, set forth in Sections 2.05, 7.03 and 3.04 of the Indenture. 2. Maturity. This Note will mature on June 15, 2031, unless earlier Converted, redeemed or repurchased. 3. Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture. 4. Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes. 5. Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials. 6. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs prior to the Maturity Date, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture. 7. Right of Holders to Require the Company to Repurchase Notes on the Optional Repurchase Date. Each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Optional Repurchase Date for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.
    Supporting evidence: A-4 CORE SCIENTIFIC, INC. 0.00% Convertible Senior Note due 2031 This Note is one of a duly authorized issue of notes of Core Scientific, Inc., a Delaware corporation (the “Company”), designated as its 0.00% Convertible Senior Notes due 2031 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of December 5, 2024 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture. The Indenture sets forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control. 1. Interest. This Note will not bear regular interest, and the principal amount of this Note will not accrete. Special Interest and Additional Interest will accrue on this Note in the circumstances, at the rates, and payable on the dates, and in the manner, set forth in Sections 2.05, 7.03 and 3.04 of the Indenture. 2. Maturity. This Note will mature on June 15, 2031, unless earlier Converted, redeemed or repurchased. 3. Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture. 4. Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes. 5. Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials. 6. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs prior to the Maturity Date, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture. 7. Right of Holders to Require the Company to Repurchase Notes on the Optional Repurchase Date. Each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Optional Repurchase Date for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.
  4. Issuance · 2024-12-05 Exact source document Parent 8-K filing · 2024-12-05
    - 1 - INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”). Article 1. DEFINITIONS; RULES OF CONSTRUCTION Section 1.01. DEFINITIONS. “Additional Interest” means any interest that accrues on any Note pursuant to Section 3.04. “Affiliate” has the meaning set forth in Rule 144 as in effect on the Issue Date. “Authorized Denomination” means, with respect to a Note, a minimum principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof. “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors. “Bid Solicitation Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2) and the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; provided, however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice to the Holders. “Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board. “Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. “Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into, or exchangeable for, such equity. “Close of Business” means 5:00 p.m., New York City time. “Common Stock” means the common stock, $0.00001 par value per share, of the Company, subject to Section 5.09. “Company” means the Person named as such in the first paragraph of this Indenture and,
    Issuer evidence: - 1 - INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”). Article 1. DEFINITIONS; RULES OF CONSTRUCTION Section 1.01. DEFINITIONS. “Additional Interest” means any interest that accrues on any Note pursuant to Section 3.04. “Affiliate” has the meaning set forth in Rule 144 as in effect on the Issue Date. “Authorized Denomination” means, with respect to a Note, a minimum principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof. “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors. “Bid Solicitation Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2) and the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; provided, however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice to the Holders. “Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board. “Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. “Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into, or exchangeable for, such equity. “Close of Business” means 5:00 p.m., New York City time. “Common Stock” means the common stock, $0.00001 par value per share, of the Company, subject to Section 5.09. “Company” means the Person named as such in the first paragraph of this Indenture and,
    Supporting evidence: - 7 - sending of such Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes called (or deemed to be called pursuant to Section 4.04(I)) for Redemption pursuant to such Redemption Notice and not with respect to any other Notes. “Make-Whole Fundamental Change Conversion Period” has the following meaning: (A) in the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); and (B) in the case of a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the Close of Business on the Business Day immediately before the related Redemption Date; provided, however, that if the Conversion Date for the Conversion of a Note that has been called (or deemed, pursuant to Section 4.04(I), to be called) for Redemption occurs during the Make- Whole Fundamental Change Conversion Period for both a Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and a Make-Whole Fundamental Change resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary in Section 5.07, solely for purposes of such Conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole Fundamental Change Conversion Period for the Make-Whole Fundamental Change with the earlier Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole Fundamental Change Effective Date will be deemed not to have occurred. “Make-Whole Fundamental Change Effective Date” means (A) with respect to a Make- Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date. “Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock. “Maturity Date” means June 15, 2031. “Note Agent” means any Registrar, Paying Agent or Conversion Agent.
    Supporting evidence: - 1 - INDENTURE, dated as of December 5, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”). Article 1. DEFINITIONS; RULES OF CONSTRUCTION Section 1.01. DEFINITIONS. “Additional Interest” means any interest that accrues on any Note pursuant to Section 3.04. “Affiliate” has the meaning set forth in Rule 144 as in effect on the Issue Date. “Authorized Denomination” means, with respect to a Note, a minimum principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof. “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors. “Bid Solicitation Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2) and the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; provided, however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice to the Holders. “Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board. “Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. “Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into, or exchangeable for, such equity. “Close of Business” means 5:00 p.m., New York City time. “Common Stock” means the common stock, $0.00001 par value per share, of the Company, subject to Section 5.09. “Company” means the Person named as such in the first paragraph of this Indenture and,
  5. Issuance · 2024-12-05 Original principal USD 625,000,000 Exact source document Parent 8-K filing · 2024-12-05
    On December 5, 2024, Core Scientific, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $625.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of December 5, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Issuer evidence: On December 5, 2024, Core Scientific, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $625.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of December 5, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Supporting evidence: The Notes will mature on June 15, 2031, unless earlier converted, redeemed or repurchased by the Company.
    Supporting evidence: On December 5, 2024, Core Scientific, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $625.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of December 5, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

3.00% Convertible Senior Notes due 2029

Note · Core Scientific, Inc.

Reference: 3.00% Convertible Senior Notes due 2029

Active
Outstanding
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Commitment
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Availability
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Maturity
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Last reported interest terms: 3% Reported 2026-08-27 Later filings may not restate these terms; this does not confirm they still apply.

Verified covenant terms

  • Section 3.3 · Rule 144A Information If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the… Section 3.3.Rule 144A Information.
    Full wording and supporting evidence
    Source evidence: If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A.
    Target identity evidence: INDENTURE, dated as of August 19, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 3.00% Convertible Senior Notes due 2029 (the “Notes”).
  • Section 4.1 · No Sinking Fund No sinking fund is required to be provided for the Notes. Section 4.1.No Sinking Fund.
    Full wording and supporting evidence
    Source evidence: No sinking fund is required to be provided for the Notes.
    Target identity evidence: INDENTURE, dated as of August 19, 2024, between Core Scientific, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
    Target identity evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 3.00% Convertible Senior Notes due 2029 (the “Notes”).
Documents and filing history
  1. Baseline · 2026-08-27 Exact source document Parent 8-K filing · 2026-08-27
    339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
    Issuer evidence: 339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
    Supporting evidence: 339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
    Supporting evidence: 339441540 v11 -1- CREDIT AGREEMENT, dated as of August 25, 2026 (as amended, restated, amended and restated, sup- plemented and otherwise modified from time to time, this “Agreement”), among CORE SCIENTIFIC, INC., a Dela- ware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders and the Issuing Banks extend credit as set forth herein, the proceeds of which will be used, among other things, for working capital and general corporate purposes (the “Transactions”); NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Senior Notes” shall mean the Borrower’s 3.00% Convertible Senior Notes due 2029. “2031 Convertible Senior Notes” shall mean the Borrower’s 0.00% Convertible Senior Notes due 2031. “ABR” shall mean, when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars. “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. “ABR L/C Loan” shall mean any L/C Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Loan” shall mean any Loan (including any ABR Revolving Loan or ABR L/C Loan) bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. “Acceptable Intercreditor Agreement” shall mean with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the Obligations in respect of the Initial Revolving Loans and/or Initial Let- ters of Credit, an intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent. “Account” shall be as defined in the Uniform Commercial Code, including all rights to payment for goods sold or leased, or for services rendered. “Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to Daily Simple SOFR; pro- vided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
  2. Issuance · 2026-03-06 Exact source document Parent 8-K filing · 2026-03-06
    DELAYED-DRAW BRIDGE CREDIT AGREEMENT, dated as of March 4, 2026 (this “Agreement”), among Core Scientific, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Lender (as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders extend credit as set forth herein; NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Notes” shall mean those certain 3.00% Convertible Senior Notes due 2029 issued by the Borrower pursuant to the 2029 Convertible Notes Indenture. “2029 Convertible Notes Documents” shall mean the 2029 Convertible Notes Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2029 Convertible Notes Indenture” shall mean that certain Indenture, dated as of August 19, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes” shall mean those certain 0.00% Convertible Senior Notes due 2031 issued by the Borrower pursuant to the 2031 Convertible Notes Indenture. “2031 Convertible Notes Documents” shall mean the 2031 Convertible Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes Indenture” shall mean that certain Indenture, dated as of December 5, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “Additional Mortgage” shall have the meaning assigned that term in Section 5.10(c).
    Issuer evidence: DELAYED-DRAW BRIDGE CREDIT AGREEMENT, dated as of March 4, 2026 (this “Agreement”), among Core Scientific, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Lender (as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders extend credit as set forth herein; NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Notes” shall mean those certain 3.00% Convertible Senior Notes due 2029 issued by the Borrower pursuant to the 2029 Convertible Notes Indenture. “2029 Convertible Notes Documents” shall mean the 2029 Convertible Notes Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2029 Convertible Notes Indenture” shall mean that certain Indenture, dated as of August 19, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes” shall mean those certain 0.00% Convertible Senior Notes due 2031 issued by the Borrower pursuant to the 2031 Convertible Notes Indenture. “2031 Convertible Notes Documents” shall mean the 2031 Convertible Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes Indenture” shall mean that certain Indenture, dated as of December 5, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “Additional Mortgage” shall have the meaning assigned that term in Section 5.10(c).
    Supporting evidence: DELAYED-DRAW BRIDGE CREDIT AGREEMENT, dated as of March 4, 2026 (this “Agreement”), among Core Scientific, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Lender (as defined below) party hereto from time to time. WHEREAS, the Borrower has requested that the Lenders extend credit as set forth herein; NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: “2029 Convertible Notes” shall mean those certain 3.00% Convertible Senior Notes due 2029 issued by the Borrower pursuant to the 2029 Convertible Notes Indenture. “2029 Convertible Notes Documents” shall mean the 2029 Convertible Notes Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2029 Convertible Notes Indenture” shall mean that certain Indenture, dated as of August 19, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes” shall mean those certain 0.00% Convertible Senior Notes due 2031 issued by the Borrower pursuant to the 2031 Convertible Notes Indenture. “2031 Convertible Notes Documents” shall mean the 2031 Convertible Indenture, any related supplemental indentures, notes, mortgages, guarantees, collateral or security documents, pledge agreements, and any other instruments, documents and agreements executed in connection therewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (each as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “2031 Convertible Notes Indenture” shall mean that certain Indenture, dated as of December 5, 2024, by and between the Borrower, as issuer and U.S. Bank Trust Company, National Association, as trustee (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time). “Additional Mortgage” shall have the meaning assigned that term in Section 5.10(c).
  3. Issuance · 2024-08-19 Exact source document Parent 8-K filing · 2024-08-19
    This Note is one of a duly authorized issue of notes of Core Scientific, Inc., a Delaware corporation (the “Company”), designated as its 3.00% Convertible Senior Notes due 2029 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of August 19, 2024 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.
    Issuer evidence: This Note is one of a duly authorized issue of notes of Core Scientific, Inc., a Delaware corporation (the “Company”), designated as its 3.00% Convertible Senior Notes due 2029 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of August 19, 2024 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.
    Supporting evidence: This Note is one of a duly authorized issue of notes of Core Scientific, Inc., a Delaware corporation (the “Company”), designated as its 3.00% Convertible Senior Notes due 2029 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of August 19, 2024 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.

Price & Valuation

Multiples computed on the strict TTM/EV methodology — today's snapshot against peers, and each ratio recomputed as of past filing dates.

Valuation

EV/Revenue
12.78×
Peer median 4.30×
EV/EBIT
—
Peer median 23.99×
P/E (TTM)
—
Peer median 26.86×
Price/Sales (TTM)
10.39×
Peer median 3.48×
Price/Book
—
Peer median 4.97×

Peer medians compare against the 78 similar-size Software - Infrastructure companies (of 178 listed).

Valuation over time computed as of each quarter's filing date

Revenue Breakdown

Annual revenue as the company disaggregates it in its own XBRL filings. Years a component wasn't reported show a dash.

Share mode is each component's slice of the reported components that year — issuers rarely tag every revenue dollar, so slices need not sum to total revenue.

By Segment (USD)

Component FY2025 FY2024 FY2023 FY2022 FY2021 FY2020
Digital Asset Self Mining Segment $229,207,000 $408,740,000 — — — —
Colocation Segment $65,424,000 $24,378,000 — — — —
Digital Asset Hosted Mining Segment $24,388,000 $77,554,000 — — — —
Equipment Sales and Hosting Segment — — $112,067,000 $242,517,000 $327,558,000 $54,193,000
High Performance Compute Hosting Segment — $24,378,000 — — — —
Mining Segment — — $390,333,000 $397,796,000 $216,925,000 $6,127,000

By Product & Service (USD)

Component FY2025 FY2024 FY2023 FY2022 FY2021 FY2020
Digital Asset Self Mining Service $229,207,000 $408,740,000 $390,333,000 — — —
Colocation Service $65,424,000 $24,378,000 $0 — — —
Digital Asset Hosted Mining Service $24,388,000 $77,554,000 $112,067,000 — — —
Equipment Sales Customers — — — $11,391,000 $138,376,000 $11,193,000
Equipment Sales Related Parties — — — $71,438,000 $109,859,000 $1,402,000
High Performance Compute Hosting Service — $24,378,000 $0 — — —
Hosting Service Customers — — — $130,234,000 $62,350,000 $34,615,000
Hosting Service Related Parties — — — $29,454,000 $16,973,000 $6,983,000
Key facts CIK 1839341 CUSIP 21874A106 13F (30d) 115 filings 104 filers Visit website Investor relations