CORZ

1. Key Historical Highlights

• October 30, 2025: Core Scientific terminated its merger agreement with CoreWeave and will remain publicly traded on Nasdaq as CORZ.
• October 24, 2025: Reported Q3 2025 revenue of $81.1 million, gross profit of $3.9 million, and net loss of $146.7 million while highlighting momentum in high-density colocation.
• August 08, 2025: Announced Q2 2025 results with revenue of $78.6 million and a net loss of $936.8 million driven primarily by non-cash fair value adjustments.
• August 07, 2025: Detailed ongoing transition from bitcoin mining to HPC-focused high-density colocation and facility renovations in MD&A.
• July 07, 2025: Signed an all-stock merger agreement with CoreWeave at a fixed exchange ratio of 0.1235, pending approvals.
• May 16, 2025: Appointed Elizabeth Crain to the Board of Directors and as Chair of the Audit Committee.
• May 13, 2025: Announced the departure of board member Todd Becker and initiated a search for a new independent director.
• May 07, 2025: Reported Q1 2025 revenue of $79.5 million and net income of $580.7 million driven by fair value adjustments.
• May 07, 2025: Emphasized shift to AI-focused colocation and customer diversification on the Q1 2025 earnings call.
• April 07, 2025: Reported March operations with 247 self-mined Bitcoin and a 19.1 EH/s energized hash rate.
• March 17, 2025: Jim Nygaard assumed the role of Chief Financial Officer following a planned transition.
• February 27, 2025: Filed MD&A noting a 56% year-over-year revenue decline in Q1 and a new 70 MW Denton agreement with CoreWeave.
• February 26, 2025: Announced a $1.2 billion expansion at the Denton, Texas site, increasing total contracted HPC infrastructure to approximately 590 MW.
• February 26, 2025: Reported FY 2024 revenue of $510.7 million and a net loss of $1.32 billion.
• February 19, 2025: Announced expansion into Auburn, Alabama with a new HPC facility launching at 16 MW.
• February 05, 2025: Reported January operations with 256 self-mined Bitcoin and 48,236 MWh delivered back to local grids.
• January 27, 2025: Priced $550 million of 0.00% convertible senior notes due 2031 for general corporate purposes.
• January 09, 2025: Appointed Scott Brueggeman as Chief Marketing Officer to bolster growth and brand presence.
• December 03, 2024: Priced an upsized $550 million 2031 convertible senior notes offering with a $22.49 initial conversion price.
• November 20, 2024: Secured Denton City Council approval to expand leased land to 78 acres and power access to 394 MW.

2. Financial Performance Overview

• Revenues declined sharply in 2025 as the company pivoted from self-mining to colocation, with Q1 2025 down 56% year-over-year to $79.5 million and Q2 and Q3 at $78.6 million and $81.1 million, respectively, while HDC revenue grew to $15.0 million in Q3 2025 from $10.3 million in Q3 2024.
• Profitability was volatile due to non-cash fair value adjustments, with Q1 2025 net income of $580.7 million, a Q2 2025 net loss of $936.8 million, and a Q3 2025 net loss of $146.7 million, while Q3 gross profit improved to $3.9 million versus a gross loss a year ago.
• Adjusted EBITDA turned negative in Q1 2025 at $(6.1) million, reflecting transition costs and reduced mining revenue, while margins showed signs of stabilization by Q3.
• Capital intensity rose with Q3 2025 capex of $244.5 million, largely customer-funded ($196.4 million by CoreWeave), and additional company capex commitments of $104 million tied to Denton expansion.
• Liquidity was bolstered by $550 million 0% convertible notes due 2031 and Q1 2025 cash of $778.6 million, with estimated net proceeds from the converts of $535.6 million; Gap: subsequent quarter-end cash and liquidity metrics not provided.
• Long-term visibility improved via CoreWeave contracts totaling approximately $10.2 billion over 12 years, and management targets entering 2026 with roughly $360 million in annualized colocation revenue.

3. Management Effectiveness

• Executed a decisive strategic pivot from bitcoin self-mining to HPC-focused colocation, leveraging existing sites and long-duration customer contracts to reduce commodity price exposure.
• Deployed capital through large-scale expansions while securing favorable financing, including 0% 2031 converts and customer-funded capex that lowers balance sheet strain.
• Demonstrated governance refresh and financial leadership depth via CFO transition to Jim Nygaard and the appointment of Elizabeth Crain as Audit Committee Chair.
• Showed operational adaptability by progressing multi-site HPC builds and, when shareholder approval fell short, terminating the CoreWeave merger while maintaining public-company optionality.
• Articulated a diversification plan to reduce revenue concentration risk, targeting CoreWeave to represent less than 50% of billable capacity by the end of 2028.
• Evidence lacking: Realized ROIC/IRR on major expansions and detailed traction with non-CoreWeave colocation customers beyond stated pipeline.

4. Key Quotes from Management

• "AI is driving one of the biggest shifts we’ve seen in infrastructure in decades." — Adam Sullivan, Chief Executive Officer, Core Scientific, Inc. (Q1 2025 Earnings Call Transcript, May 07, 2025)
• "This quarter marks an inflection point for Core Scientific. In a matter of months, we have transformed vision into execution, delivering infrastructure at scale and positioning ourselves at the center of one of the most important shifts in modern computing. The pace of demand for high-performance data infrastructure is accelerating, and our ability to move with speed and precision is setting us apart. We are not just expanding capacity; we are shaping the foundation for the next era of data center infrastructure." — Adam Sullivan, Chief Executive Officer, Core Scientific (Fiscal First Quarter 2025 Financial Results, May 07, 2025)
• "By expanding our capacity in Denton, we’re building one of the largest GPU supercomputers in North America — reinforcing Core Scientific’s leadership in delivering high-density, high-performance digital infrastructure." — Adam Sullivan, Chief Executive Officer, Core Scientific (Announcement of $1.2 Billion Expansion at Denton, TX Site, February 26, 2025)
• "Securing this landmark HPC contract marks a pivotal step in our evolution into a leading data center business." — Adam Sullivan, Chief Executive Officer, Core Scientific (Q4 2024 Earnings Call Transcript, February 26, 2025)
• "Looking ahead in 2025, we are executing on a clear strategy for accelerated growth, driven by unprecedented demand for HPC infrastructure and the continued strength of our Bitcoin mining operations." — Adam Sullivan, Chief Executive Officer, Core Scientific (Fiscal Fourth Quarter and Full Fiscal Year 2024 Results Announcement, February 26, 2025)
• "Auburn represents an exciting new chapter for Core Scientific as we establish our presence in Alabama." — Adam Sullivan, Chief Executive Officer, Core Scientific (Expansion Announcement of New High-Performance Computing Facility in Auburn, Alabama, February 19, 2025)
• "We have had a great experience operating in Denton and are grateful for the strong support we've received from the city staff and community members." — Adam Sullivan, Chief Executive Officer, Core Scientific (Approval of Lease Amendments for High-Performance Computing Expansion, November 20, 2024)