Core Scientific Inc

Item 1A. Risk Factors

For a discussion of our risk factors, see Part I, Item 1A.  Risk Factors of the Companys Annual Report on Form 10-K for

the year ended December 31, 2025, which was filed with the SEC on March 2, 2026.

There were no material changes during the period covered in this Quarterly Report to the risk factors previously disclosed in the

Annual Report, except for the risk factors noted below.

We may be unable to attract new high-density colocation customers, which could constrain our growth and leave our revenue dependent on a single counterparty.

Our indebtedness and liabilities could liHPC colocation revenue is currently derived from a single customer, and our strategy depends on our ability to secure additional customers beyond our existing contract. We compete for new customers with major data center REITs, hyperscalers, and purpose-built data center developers, many of whom have greater resources and more established track records than we do. If we are unable to attract new customers on acceptable terms, or at all, our growth may be constrained and our revenue will remain dependent on one counterparty, exposing us to heightened risk if that customer reduces, delays, or terminates its commitments.

Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect

our business, financial condition and results of operations and impair our ability to satisfy our obligations under the notes.

As of March 31June 30, 2026, we had approximately $2.094.4 billion aggregate principal amount of indebtedness for borrowed money. In

addition, in May 2026, Core Scientific Finance, our indirect wholly owned subsidiary, issued $3.30 billion aggregate principal amount

of Secured Notes. 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:

increasing our vulnerability to adverse economic and industry conditions;

limiting our ability to obtain additional financing;

requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will

reduce the amount of cash available for other purposes;

limiting our flexibility to plan for, or react to, changes in our business;

diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the

notes; and

placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to

capital.

Our business or the business of Core Scientific Finance, as applicable, may not generate sufficient funds, and may otherwise be

unable to maintain sufficient cash reserves, to pay amounts due under our or its indebtedness, including our 3.00% Convertible Senior

Notes due 2029 (the 2029 Convertible Notes), 0.00% convertible senior notes due 2031 (the 2031 Convertible Notes and, together

with the 2029 Convertible Notes, the Convertible Notes) and Secured Notes, and our cash needs may increase in the future. In

addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to

operate our business, raise capital or make payments under our other indebtedness. If we or Core Scientific Finance, as applicable, fail

to comply with these covenants or to make payments under our or its indebtedness when due, then we or Core Scientific Finance

would be in default under that indebtedness, which could, in turn, result in that and other indebtedness becoming immediately payable

in full.

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Provisions in our indentures could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the indentures governing our Convertible Notes or the Secured Notes, or agreements governing any future

indebtedness, could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a

fundamental change under the indentures governing our Convertible Notes, then, except as described in the applicable indenture,

noteholders of such Convertible Notes will have the right to require us to repurchase their notes for cash. The indenture governing the

Secured Notes contains a similar requirement for Core Scientific Finance to offer to repurchase for cash such Secured Notes upon the

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occurrence of a change of control as set forth in such indenture. In addition, if a takeover constitutes a make-whole fundamental

change under the applicable indenture governing our Convertible Notes, then we may be required to temporarily increase the

conversion rate for any conversion of such Convertible Notes. In any such case, and in other cases, our obligations under the

indentures governing our Convertible Notes or Secured Notes, or agreements governing any future indebtedness, could increase the

cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a

transaction that noteholders or holders of our common stock may view as favorable.