Executive Summary

Q3 2025 revenue was $81.1M (-15% y/y; +3% q/q); gross profit was $3.9M (vs. -$0.2M y/y; down from $5.0M q/q); GAAP net loss improved to $(146.7)M from $(455.3)M y/y and $(936.8)M in Q2 as warrant/CVR remeasurement charges were far smaller; Adjusted EBITDA fell to $(2.4)M (from $10.1M y/y; $21.5M q/q) .
Mix shift in-flight: self-mining revenue fell y/y as BTC mined declined 55% (partly offset by an 88% higher average BTC price); colocation (HDC) revenue rose to $15.0M (+45% y/y; +42% q/q) on expansion, while hosted mining continued to wind down .
Liquidity of $694.8M (cash $453.4M + BTC $241.4M) vs. $754.1M in Q2; capex was $244.5M in Q3, with $196.4M funded by CoreWeave under colocation agreements, underscoring capital-light HDC execution .
No earnings call or formal guidance due to pending CoreWeave merger; shareholder vote scheduled Oct 30, 2025; CoreWeave publicly reaffirmed its “best and final” offer on Oct 16, a key stock catalyst alongside the vote outcome .

What Went Well and What Went Wrong

What Went Well
- HDC (colocation) revenue scaled to $15.0M (+$4.7M y/y; +$4.4M q/q), with colocation gross margin at 26% vs. 13% y/y, reflecting expanding high-density deployments .
- GAAP volatility moderated: non-cash fair-value remeasurement of warrants/CVRs was $74.9M in Q3 vs. $408.5M y/y, improving bottom-line optics despite softer operating results .
- Management reiterated strategic ambition and capital-light model earlier this year: “This quarter marks an inflection point…positioning ourselves at the center of…high-performance data infrastructure,” and highlighted CoreWeave-funded capex, enabling leverage-light growth .
What Went Wrong
- Revenue and profitability remained pressured by mining contraction: total revenue down 15% y/y and Adjusted EBITDA swung to $(2.4)M, with self-mining revenue lower on 55% fewer BTC mined (despite +88% BTC price) .
- Sequential gross profit slipped ($3.9M vs. $5.0M in Q2), and consolidated gross margin fell to 5% from 6% q/q (still up from a slight gross loss y/y) .
- Limited transparency and no guidance: company did not hold an earnings call or provide an investor deck in Q3 due to the pending merger, reducing near-term visibility for investors .

Financial Results

Metric	Q3 2024	Q2 2025	Q3 2025
Revenue ($M)	$95.4	$78.6	$81.1
Gross Profit ($M)	$(0.2)	$5.0	$3.9
Gross Margin (%)	—%	6%	5%
Net Income (Loss) ($M)	$(455.3)	$(936.8)	$(146.7)
Diluted EPS ($)	$(1.17)	$(0.04)	$(0.46)
Adjusted EBITDA ($M)	$10.1	$21.5	$(2.4)

Segment revenue and mix

Segment Revenue ($M)	Q3 2024	Q2 2025	Q3 2025
Self-Mining	$68.1	$62.4	$57.4
Hosted Mining	$16.9	$5.6	$8.7
High-Density Colocation (HDC)	$10.3	$10.6	$15.0
Total Revenue	$95.4	$78.6	$81.1

Selected KPIs and balance sheet items

KPI	Q1 2025	Q2 2025	Q3 2025
Liquidity ($M)	~$778.6 (cash+BTC)	$754.1 (cash $581.3; BTC $172.8)	$694.8 (cash $453.4; BTC $241.4)
Capital Expenditures ($M)	~$88.4	$121.3	$244.5
CoreWeave-funded Capex ($M)	>50% of Q1 capex (noted)	$90.3	$196.4
Deferred Revenue – Current ($M)	$60.9	$150.1	$83.7

Drivers and non-GAAP adjustments

Mix & BTC dynamics: 55% fewer BTC mined y/y drove self-mining revenue down despite an 88% higher average BTC price; hosted mining declined with strategic shift to HDC; HDC rose on expanded operations .
Non-cash GAAP noise: change in fair value of warrants/CVRs was $74.9M in Q3 vs. $408.5M y/y; Q2 had a $910.0M headwind (all non-cash) .
Adjusted EBITDA excludes remeasurement, stock comp, reorg items and transaction costs; reconciliation provided in filings .

Guidance Changes

Company provided no updated financial guidance in Q2 or Q3 due to the pending CoreWeave transaction and did not host a Q3 earnings call; prior operational targets from Q1 are included for reference.

Metric	Period	Previous Guidance	Current (Q3)	Change
HDC billable capacity deliveries	FY2025	“On track to deliver 250MW by year-end 2025” (Q1)	No update provided (no Q3 call)	N/A
Annualized HDC revenue run-rate	Entering 2026	“~$360M” (Q1)	No update provided (no Q3 call)	N/A
Financial guidance (revenue/margins)	FY/Qtr	None	None	Maintained no guidance

Earnings Call Themes & Trends

Note: No earnings calls in Q2 or Q3 due to the pending transaction. Themes below reflect Q1 call, with Q2/Q3 updates based on press releases.

Topic	Previous Mentions (Q1 2025)	Current Period (Q3 2025)	Trend
AI/HDC build-out	CEO: “inflection point… high-performance data infrastructure;” target 250MW in 2025; CoreWeave funds most capex	HDC revenue up to $15.0M; capex heavily funded by CoreWeave ($196.4M in Q3)	Scaling; execution focus maintained
Customer concentration	Aim to diversify; CoreWeave <50% of billable capacity by end-2028; pipeline includes 50–100MW enterprise deals	No new customer disclosures; continued shift away from hosted mining	Concentration remains; diversification in progress
Tariffs/macro	Tariffs could lift build costs 5–10% and lease rates industry-wide; supply chain secured for 2025/1H26	No incremental color in Q3 PR; execution continues	Manageable headwind; pricing offsets expected
Regulatory/legal/transaction	Q1 normal course;	CoreWeave acquisition pending; Oct 16 letter reaffirmed “best and final”; Oct 30 stockholder vote	Transaction dominates narrative
Mining operations	Plan to wind down hosting; optimize self-mining to meet utility commitments	Self-mining declines y/y on fewer BTC mined; hosted mining revenue continues to fall	Decreasing strategic emphasis

Management Commentary

Strategy and positioning: “This quarter marks an inflection point… delivering infrastructure at scale and positioning ourselves at the center of… high-performance data infrastructure” — Adam Sullivan, CEO .
Capital-light model: “CoreWeave is funding virtually all of the capital investment… keeps our balance sheet leverage light… flexibility to use debt strategically” — Adam Sullivan, CEO .
Capital allocation and leverage: “We plan to utilize traditional project financing… over time, net debt to adjusted EBITDA… ~4x, consistent with peers” — Jim Nygaard, CFO .
Contracts and structure: “This is a take-or-pay fixed price contract… CoreWeave is contractually committed to paying… regardless of utilization” — Adam Sullivan, CEO .

Q&A Highlights

Note: There was no Q3 earnings call. Highlights reflect Q1 Q&A.

Contract structure and credit: Questions on credit enhancements and step-in rights; management emphasized strong commercial relationship and contractual framework with CoreWeave (take-or-pay, security interests) .
New sites and enterprise demand: Growing pipeline of 50–100MW enterprise opportunities; potential to anchor multi-tenant builds and accelerate diversification .
Tariffs and pricing: Management expects 5–10% capex inflation offset by higher lease rates; secured long-lead equipment for 2025 and much of 1H26 .
Capex mechanics: Elimination of escrow mechanism did not change CoreWeave’s funding obligation; company does not pay vendors before receiving CoreWeave funds .
Concentration risk: Management believes CoreWeave concentration can enhance credibility as execution milestones are hit, aiding future hyperscaler wins .

Estimates Context

Wall Street consensus from S&P Global: Q1–Q3 2025 quarterly EPS, revenue, and EBITDA estimates were unavailable at query time; therefore, we cannot provide an “vs. estimates” comparison for Q3 2025.*
Implication: Absent consensus, investors should anchor to reported results and non-GAAP reconciliation, with the near-term stock narrative driven more by the CoreWeave transaction milestones than by quarterly “beat/miss” optics .

*Values retrieved from S&P Global.

Key Takeaways for Investors

HDC execution is the core thesis: HDC revenue and margins are scaling, with significant CoreWeave-funded capex reducing capital intensity; watch monthly/quarterly RFS/delivery milestones to gauge trajectory .
Mining drag vs. BTC price: Self-mining remains volatile and structurally declining as facilities convert; the BTC price tailwind only partially offsets fewer coins mined, keeping GAAP results choppy .
GAAP volatility moderating: Non-cash remeasurement charges shrank materially in Q3 versus Q2 and y/y; Adjusted EBITDA slipped near breakeven, underscoring transitional economics as HDC ramps .
Liquidity robust but trending lower with build-out cadence: $694.8M in Q3 (cash + BTC) vs. $754.1M in Q2; continue to monitor cash, deferred revenue, and vendor funding flows tied to CoreWeave .
Transaction overhang/uptick risk: Oct 16 CoreWeave “best and final” letter and the Oct 30 shareholder vote are near-term catalysts; deal terms imply strategic verticalization and could reshape valuation framework .
No guidance and limited disclosures in Q3: With no call and no updated guidance, the investment case near term hinges on execution datapoints (MW delivered, RFS dates) and the merger path .
Medium-term: If the transaction closes, investors effectively transition to CoreWeave equity exposure via exchange ratio; if not, focus returns to Core Scientific’s ability to win/finance non-CoreWeave tenants at attractive NRC/MRC economics .

Additional documents reviewed for completeness:

Q3 2025 8-K and press release (full financials, no call) .
Q2 2025 8-K and press release (no call; heavy non-cash GAAP headwinds) .
Q1 2025 8-K, press release, and earnings call transcript (strategic framing, guidance-like operational targets) -.
CoreWeave acquisition releases, including Oct 16 rationale letter and July 7 merger announcement (transaction details, “best and final” posture) - -.

Core Scientific, Inc./tx (CORZ)·Q3 2025 Earnings Summary