Core Scientific Issues 30 Million Share Warrant to AMD in Connection with 529 MW Capacity Lease Agreement

Warrant Structure and Vesting Mechanics

Core Scientific issued the warrant to AMD on July 27, 2026, in connection with the lease agreements. The warrant grants AMD the right to purchase up to 30 million shares of common stock at an exercise price of $23.47 per share. The company calculated this exercise price based on the volume-weighted average price of Core Scientific's common stock on the Nasdaq Global Select Market for the five trading days immediately preceding execution of the leases. The warrant became exercisable immediately upon issuance, subject to satisfaction of vesting conditions specified within the warrant agreement.

The vesting schedule directly links warrant share availability to utilization of the leased critical IT capacity. Specifically, the disclosure states that warrant shares vest at a rate of 12,222 shares per megawatt of critical IT load contemplated by the leases. Based on the initial 377 MW lease to AMD and the 152 MW lease to Neocloud, an aggregate of approximately 6.5 million warrant shares vested and became exercisable as of July 27, 2026. The warrant will terminate on July 27, 2031, providing AMD with a five-year window to exercise its purchase rights. The company issued the warrant in reliance on the Section 4(a)(2) exemption from securities registration under the Securities Act of 1933.

AMD Lease Agreement Terms and Capacity Reservation Rights

Core Scientific and AMD executed lease agreements on July 27, 2026, for an aggregate of 377 megawatts of critical IT capacity across three operational sites: Pecos, Texas; Muskogee, Oklahoma; and Hunt County, Texas. Each lease is structured with an initial 15-year term followed by three consecutive five-year renewal options, allowing for potential extensions through the year 2061 if all options are exercised. This extended commitment structure provides both the company and AMD with long-term operational certainty regarding capacity availability and utilization plans.

Beyond the immediately leased capacity, the AMD Leases include a significant reservation of capacity right. AMD has the option, but not the obligation, to lease an additional 1,925 megawatts of critical IT capacity from Core Scientific. This reservation right extends through December 28, 2028, giving AMD a defined window to exercise the additional capacity option. The reservation structure suggests that AMD may be evaluating demand for additional data center infrastructure and wishes to secure the right to expand its operational footprint at Core Scientific facilities without immediate commitment to full utilization or payment obligations.

Neocloud Lease Structure and Credit Support Agreements

Core Scientific simultaneously entered into lease agreements with Neocloud for 152 megawatts of critical IT capacity located at two facilities: Auburn, Alabama, and Dalton Phase 3, Georgia. Like the AMD leases, the Neocloud agreements provide for a 15-year base term with three five-year renewal options. However, the Neocloud arrangement incorporates a more complex contractual structure involving credit support mechanisms and third-party oversight from AMD, reflecting the participation of multiple stakeholders in protecting equipment and operational continuity within these leased premises.

As part of the Neocloud Leases, Core Scientific, Neocloud, and AMD entered into separate Credit Support Agreements for each lease location. These agreements establish protective mechanisms for AMD equipment housed within the Neocloud lease facilities. The agreements grant AMD the right, though not an obligation, to cure certain defaults of Neocloud under the applicable lease. Additionally, the agreements establish AMD's rights and obligations in the event Neocloud experiences material defaults with respect to lease obligations. Each Credit Support Agreement is designed to terminate automatically upon the earliest of three triggering events: expiration of the applicable Neocloud Lease, specified circumstances relating to insolvency or default of Neocloud, or 15 years from the effective date. AMD also retains the right to terminate a Credit Support Agreement if Core Scientific breaches a material representation, though such termination is subject to a specified cure period, allowing the company an opportunity to remedy any breach.

Geographic Diversification and Operational Capacity

The lease agreements represent a substantial geographic diversification of Core Scientific's critical IT infrastructure commitments across the United States. The AMD leases span three states in the south-central region: Texas (Pecos and Hunt County locations) and Oklahoma (Muskogee), while the Neocloud leases extend the company's committed footprint to additional southern states, including Alabama and Georgia. This multi-state approach may provide operational redundancy and serve customers with geographic diversity requirements or preferences for distributed computing infrastructure.

The total 529 megawatts committed under these leases represents a material commitment of Core Scientific's operational capacity. The filing does not disclose the company's total operational capacity or the percentage of total capacity represented by these leases, but the scale of the commitment—particularly the 377 MW to AMD alone—suggests these agreements constitute a substantial portion of the company's data center footprint. The reservation rights granted to AMD for an additional 1,925 MW through 2028 indicate that AMD may be signaling significant future demand for critical IT infrastructure, though without current commitment obligations.

Financial and Structural Significance of the Warrant Issuance

The issuance of the warrant to AMD represents a form of equity compensation tied to lease performance and utilization. By vesting warrant shares based on critical IT load utilization, Core Scientific has created an incentive structure where AMD's exercise value depends on actual deployment of computing workloads within the leased facilities. At the time of issuance, 6.5 million of the 30 million warrant shares were immediately vested based on the initial 377 MW and 152 MW leases, while the remaining approximately 23.5 million shares remain subject to future vesting as additional megawatts of capacity are utilized under the warrant's terms.

The warrant's exercise price of $23.47 per share was set by reference to market-based trading data—the volume-weighted average price for the five trading days prior to lease execution. This pricing methodology ensures the warrant reflects Core Scientific's publicly traded valuation at the time the company and AMD agreed to the terms. The warrant's five-year term, expiring July 27, 2031, provides AMD a multi-year window to evaluate whether exercising the warrant aligns with its capital allocation and equity ownership strategy. The company did not disclose financial terms such as lease payment amounts, minimum utilization commitments, or other economic provisions of the AMD and Neocloud Leases in this filing.

Disclosure and Investor Communication Timeline

Core Scientific disclosed these material developments through a current report filing on July 28, 2026, covering events that occurred on July 27, 2026. The company supplemented the regulatory filing with a press release and investor presentation, both dated July 28, 2026, which the filing incorporates by reference into its Regulation FD Disclosure section. The investor presentation represents the company's formal public communication vehicle for providing additional context, financial analysis, or strategic rationale for these lease agreements and warrant issuance to shareholders and market participants.

The filing notes that the information contained in Item 7.01 regarding Regulation FD Disclosure, including the press release and investor presentation, is furnished for informational purposes but is not deemed "filed" under Section 18 of the Securities Exchange Act. This distinction means the furnished information does not carry the same legal liability provisions as formally filed disclosure, though it remains part of the company's official SEC record and public disclosures. Investors reviewing these announcements should refer to the exhibits for complete details regarding lease terms, warrant provisions, and strategic rationale.

Material Representation and Breach Provisions in Credit Support Framework

The Credit Support Agreements between Core Scientific, AMD, and Neocloud establish detailed rights and remedies applicable in specified default or insolvency scenarios. The agreements explicitly identify material representations made by Core Scientific and provide AMD with termination rights if Core Scientific breaches such a representation. Importantly, these termination rights are subject to a specified cure period, meaning Core Scientific retains the opportunity to remedy any breach before AMD may terminate the agreement. This cure period structure balances AMD's interest in operational continuity with Core Scientific's ability to address technical breaches without automatic loss of the credit support framework.

The inclusion of credit support mechanisms suggests that AMD equipment held within the Neocloud facilities represents a significant capital investment that AMD and the parties collectively determined warranted contractual protections. By establishing the right to cure defaults, monitoring insolvency conditions, and defining material representation standards, the agreements create a multi-layered governance structure designed to ensure that AMD's equipment and operational interests within the leased premises receive adequate protection throughout the 15-year term and any renewal periods.

Lease Term Extensions and Long-Term Capacity Commitment

Both the AMD and Neocloud leases provide for extended terms through the inclusion of three five-year renewal options, in addition to the initial 15-year base term. This structure could potentially extend the initial commitments through 2061 if all renewal options are exercised by the relevant parties. The ability to renew provides both Core Scientific and its tenants with operational flexibility and the option to continue agreements beyond the initial term if business circumstances warrant continuation. However, the filing does not disclose whether either party has made firm commitments regarding exercise of these renewal options or whether renewal is contingent on meeting specified performance, utilization, or economic criteria.

The 15-year base term combined with three five-year renewal options represents a substantial long-term commitment of Core Scientific's infrastructure assets. For AMD, the structure provides a 15-year foundation for deploying critical computing workloads with the certainty of available capacity, while the reservation right for an additional 1,925 MW through 2028 allows time for AMD to evaluate expansion needs. The company did not disclose in this filing whether the lease agreements contain automatic renewal provisions, required notice periods for exercising renewal options, or pricing adjustment mechanisms for any renewal periods.

Warrant Exercise Price Methodology and Equity Dilution Considerations

Core Scientific established the warrant exercise price of $23.47 per share using an objective, market-based methodology—the volume-weighted average price of its common stock on the Nasdaq Global Select Market for the five trading days prior to execution of the leases. This approach ties the strike price to recent market trading activity, ensuring the warrant's economics are grounded in recent public equity valuations rather than company estimates or subjective determinations. The immediate vesting of 6.5 million warrant shares upon lease execution means those shares become exercisable without delay, subject only to the warrant's other terms and conditions.

The potential issuance of up to 30 million additional shares of common stock upon full exercise of the warrant represents potential equity dilution to existing Core Scientific shareholders. At the time of issuance, 6.5 million shares had vested, while approximately 23.5 million shares remain subject to future vesting as megawatts of critical IT load are utilized under the leases. The vesting schedule—12,222 shares per megawatt—creates a direct linkage between lease utilization and warrant share availability, effectively making the warrant's exercise value dependent on AMD's actual deployment of computing workloads within the leased facilities. The company did not disclose the total number of shares outstanding as of the filing date, which would be necessary for shareholders to calculate the percentage dilution represented by this warrant.

Emerging Company Status and Financial Reporting Obligations

Core Scientific indicated in the filing that it is not an emerging growth company as defined under securities regulations. The company therefore does not benefit from scaled disclosure requirements or extended transition periods for implementing new accounting standards. This status means Core Scientific must comply with full financial reporting and disclosure obligations applicable to large accelerated filers or other non-emerging growth companies under SEC rules.

The company's principal executive offices are located at 838 Walker Road, Suite 21-2105, Dover, Delaware 19904, and its common stock trades on the Nasdaq Global Select Market under the ticker CORZ. Warrants exercisable at $6.81 per share trade under the ticker CORZW, while warrants exercisable at $0.01 per share—the class issued to AMD—trade under the ticker CORZZ. The immediate share price impact was not clear from available public information at the time this filing was made.