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On July 27, 2026, Core Scientific, Inc. (NASDAQ:CORZ) announced entering into extensive long-term lease agreements totaling 529 megawatts of critical IT capacity with Advanced Micro Devices, Inc. (AMD) and Neocloud. As part of this transaction, Core Scientific issued AMD a warrant to acquire up to 30 million shares of common stock at an exercise price of $23.47 per share. These leases represent a major commitment of the company’s data center infrastructure across multiple U.S. locations with a 15-year base term.
Key Highlights
- Core Scientific trades on NASDAQ under tickers CORZ and CORZZ (warrant ticker)
- Issued AMD a 30 million share warrant exercisable at $23.47 per share, vesting tied to critical IT load utilization
- Total leased capacity: 377 MW to AMD and 152 MW to Neocloud across five sites, each with 15-year terms plus three five-year renewal options
- Approximately 6.5 million warrant shares vested immediately upon lease execution on July 27, 2026
- AMD holds reservation rights for an additional 1,925 MW of capacity through December 28, 2028
Warrant Details and Vesting Conditions
Core Scientific issued the warrant to AMD concurrently with the lease agreements on July 27, 2026. The warrant allows AMD to purchase up to 30 million shares at $23.47 each, a price set based on the volume-weighted average price of Core Scientific’s common stock on the Nasdaq Global Select Market over the five trading days before the lease execution. The warrant became exercisable immediately, contingent on meeting vesting requirements outlined in the agreement.
Vesting is directly linked to utilization of leased critical IT capacity, with 12,222 shares vesting per megawatt of leased load. Given the initial 377 MW leased to AMD and 152 MW to Neocloud, about 6.5 million shares vested immediately on July 27, 2026. The warrant expires on July 27, 2031, granting AMD a five-year exercise window. The issuance relied on the Section 4(a)(2) exemption under the Securities Act of 1933.
AMD Lease Terms and Capacity Reservation
Core Scientific and AMD formalized lease agreements for 377 MW of critical IT capacity across three sites: Pecos, Texas; Muskogee, Oklahoma; and Hunt County, Texas. Each lease features a 15-year initial term plus three consecutive five-year renewal options, potentially extending through 2061. This structure offers both parties long-term certainty on capacity availability.
Additionally, AMD retains reservation rights to lease an extra 1,925 MW of capacity through December 28, 2028. This option allows AMD to evaluate future data center expansion needs without immediate commitment or payment obligations.
Neocloud Lease and Credit Support Agreements
Simultaneously, Core Scientific entered into leases with Neocloud for 152 MW at two sites: Auburn, Alabama, and Dalton Phase 3, Georgia. These leases also have 15-year base terms with three five-year renewal options. The Neocloud agreements include complex credit support arrangements involving AMD, reflecting multi-party protections for equipment and operational continuity.
Separate Credit Support Agreements between Core Scientific, Neocloud, and AMD establish protections for AMD equipment housed at Neocloud sites. AMD holds rights to cure certain Neocloud defaults and manage material defaults under the leases. These agreements terminate upon lease expiration, insolvency/default events, or after 15 years. AMD may also terminate agreements if Core Scientific breaches material representations, subject to a cure period.
Geographic Distribution and Operational Scale
The leases diversify Core Scientific’s critical IT infrastructure footprint across southern U.S. states: Texas and Oklahoma for AMD; Alabama and Georgia for Neocloud. This geographic spread enhances operational redundancy and meets customer demands for distributed computing.
The combined 529 MW commitment is substantial, with 377 MW leased to AMD alone indicating a significant portion of Core Scientific’s data center capacity. AMD’s reservation rights for an additional 1,925 MW through 2028 signal potential large-scale future demand.
Financial Implications of the Warrant Issuance
The warrant issuance ties equity compensation to lease utilization, incentivizing AMD to deploy workloads within the leased capacity. At issuance, 6.5 million shares vested immediately, while approximately 23.5 million shares remain subject to future vesting based on additional capacity utilization.
The exercise price reflects recent market valuations, ensuring alignment with Core Scientific’s public equity price at the transaction date. The warrant’s five-year term allows AMD flexibility to align exercise decisions with its capital strategy. The filing does not disclose lease payment terms or minimum utilization commitments.
Disclosure and Investor Communications
Core Scientific publicly disclosed these developments via a current report on July 28, 2026, covering events from July 27, 2026. The company also issued a press release and investor presentation on the same date, incorporated by reference in its Regulation FD Disclosure. These materials provide additional context and strategic rationale.
The Regulation FD materials are furnished for informational purposes and are not "filed" under Section 18 of the Securities Exchange Act, limiting legal liability but remaining part of the official SEC record. Investors should review exhibits for full lease and warrant details.
Credit Support Agreement Provisions and Breach Remedies
The Credit Support Agreements outline rights and remedies for defaults or insolvency, including AMD’s ability to terminate agreements upon Core Scientific’s material representation breaches, subject to cure periods. This framework balances AMD’s protection interests with Core Scientific’s ability to remedy breaches and maintain operational continuity.
The agreements reflect significant capital investment by AMD in equipment at Neocloud sites, necessitating multi-layered protections and governance over the 15-year term and renewals.
Lease Extensions and Long-Term Capacity Commitment
Both AMD and Neocloud leases include three five-year renewal options beyond the initial 15-year term, potentially extending commitments through 2061. This provides operational flexibility but the filing does not specify if renewal options have been exercised or conditions for renewal.
The long-term structure offers AMD a stable platform for workload deployment, while reservation rights allow capacity expansion evaluation. Details on renewal pricing or notice periods were not disclosed.
Warrant Pricing and Potential Equity Dilution
The $23.47 exercise price was determined using an objective market-based method tied to recent trading prices, ensuring fair valuation. Immediate vesting of 6.5 million shares upon lease execution allows prompt exercise subject to warrant terms.
Full exercise could dilute existing shareholders, with 6.5 million shares vested and 23.5 million shares pending vesting based on capacity utilization. The total outstanding shares were not disclosed, preventing precise dilution calculations.
Company Status and Reporting Obligations
Core Scientific confirmed it is not an emerging growth company, thus subject to full SEC reporting requirements without scaled disclosures or extended accounting transition periods.
The company’s headquarters are at 838 Walker Road, Suite 21-2105, Dover, Delaware 19904. Its common stock trades on Nasdaq under CORZ, with warrants exercisable at $6.81 trading as CORZW and warrants exercisable at $0.01 (issued to AMD) trading as CORZZ. Immediate stock price impact was not evident at filing time.
