v3.26.1
DEBT
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
DEBT 6.        DEBT
Debt as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):
Stated Interest
Rate
Effective Interest
Rates
Maturities
March 31, 2026
December 31,
2025
Term Loan Facility1
6.2%
6.9%
2027
$1,000,000
$—
2029 Convertible Notes
3.0%
3.7%
2029
460,000
460,000
2031 Convertible Notes
—%
0.4%
2031
625,000
625,000
Notes payable
2,085,000
1,085,000
Less: Unamortized discounts
29,405
24,675
Total notes payable, net
2,055,595
1,060,325
Less: current portion
993,944
—
Convertible and other notes payable, net of
current portion
$1,061,651
$1,060,325
1  Interest rate is variable and resets monthly based on SOFR plus an applicable margin of 2.50% per annum. As of March 31, 2026, the stated rate was 6.2% and the
effective interest rate was 6.9%, which includes the amortization of debt issuance costs.
Interest expense on the Company’s debt was as follows (in thousands):
Three Months Ended March 31,
2026
2025
Coupon interest
$6,810
$3,450
Amortization of debt discount and issuance costs
1,675
1,297
Interest incurred
8,485
4,747
Less: Capitalized interest
(325)
—
Interest expense
$8,160
$4,747
Maturities on debt, gross of unamortized discounts, as of March 31, 2026, are as follows (in thousands):
Convertible Notes
Term Loan Facility
Remaining 2026
$—
$—
2027
—
1,000,000
2028
—
—
2029
460,000
—
2030
—
—
Thereafter
625,000
—
Total
$1,085,000
$1,000,000
Convertible Notes
On August 19, 2024, the Company issued $460.0 million in aggregate principal amount of 3.00% Convertible Senior Notes due
2029 (the “2029 Convertible Notes”). The 2029 Convertible Notes mature on September 1, 2029, unless earlier converted, redeemed
or repurchased. The 2029 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events,
including if the Company's common stock price exceeds 130% of the conversion price (approximately $14.30 per share, based on the
initial conversion price of approximately $11.00 per share) for at least 20 trading days (whether or not consecutive) during the 30
consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter. The stock
price conversion condition for the 2029 Convertible Notes was first satisfied during the fourth quarter of 2025. As a result, the 2029
Convertible Notes were convertible at the option of the holders during the three months ended March 31, 2026. No holders elected to
convert during the period. This condition was also satisfied during the first quarter of 2026, and accordingly, the 2029 Convertible
Notes remain convertible during the second quarter of 2026.
On December 5, 2024, the Company issued $625.0 million aggregate principal amount of 0.00% Convertible Senior Notes due
2031 (the "2031 Convertible Notes"). The 2031 Convertible Notes mature on June 15, 2031, unless earlier converted, redeemed, or
repurchased. The 2031 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events,
including if the Company’s common stock price exceeds 130% of the conversion price (approximately $29.24 per share, based on the
initial conversion price of approximately $22.49 per share) for at least 20 trading days (whether or not consecutive) during the 30
consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter. The stock
price conversion condition for the 2031 Convertible Notes was not satisfied during any measurement period through March 31, 2026.
Term Loan Facility
On March 4, 2026, the Company entered into a loan facility Credit Agreement (the “Credit Agreement”) with the lenders party
thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (“MSSF”). The Credit
Agreement provides for a senior secured loan facility (the “Term Loan Facility”) in an aggregate principal amount of $500.0 million,
with an accordion feature that allowed up to an additional $500.0 million. The Company borrowed the full $500.0 million initially
available on March 5, 2026. On March 18, 2026, the Company entered into Amendment No. 1 to the Credit Agreement (the
“Incremental Amendment”) with MSSF and JPMorgan Chase Bank, N.A. as Amendment No. 1 Term Lender, which amended the
Credit Agreement to increase the term loan commitments by $500.0 million, to $1.0 billion, pursuant to the accordion feature of the
Credit Agreement. The Company borrowed the full $500.0 million incremental commitment on March 18, 2026.
Loans under the Term Loan Facility bear interest at Term Secured Overnight Financing Rate (“SOFR”) (subject to a 0% floor)
plus an applicable margin of 2.50% per annum. The Term Loan Facility matures 364 days after the closing date. The Company’s
obligations are guaranteed by certain direct or indirect, wholly owned material domestic subsidiaries and secured by a first-priority
lien on substantially all assets of the Company and the guarantors. As of March 31, 2026, $1.0 billion was outstanding under the Term
Loan Facility. In connection with the Credit Agreement and the Incremental Amendment, the Company incurred approximately
$6.4 million of debt issuance costs, which are being amortized over the term of the Term Loan Facility.
Secured Notes Offering
On April 22, 2026, the Company's indirect wholly-owned subsidiary, Core Scientific Finance I LLC (“Core Scientific
Finance”), priced a private offering of $3.30 billion aggregate principal amount of 7.75% senior secured notes due 2031 at an issue
price of 99.25% of the principal amount. Core Scientific Finance used the net proceeds from the offering to fund a debt service reserve
account, and the remaining proceeds to make a distribution to the Company, a portion of which the Company used to repay in full the
outstanding borrowings under the Term Loan Facility, including accrued interest thereon and fees and expenses in connection
therewith. The offering closed on May 6, 2026. Upon such repayment, the Company terminated the Term Loan Facility.