Sentences and paragraphs of CORZ's Risk Factors and MD&A, 10-K 2026-03-02 against 10-K 2025-02-27.
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AddedRisk Factors
and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect
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AddedRisk Factors
density colocation customers and to attract new high-density colocation customers. Delays in the expansion or modification of
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AddedRisk Factors
In 2024, we initiated a significant strategic transition in our operations from bitcoin mining to colocation services, which will
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RemovedRisk Factors
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes elsewhere in this Annual Report on Form 10-K and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our securities. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks we face and not as a limitation on the potential impact of the matters discussed. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.
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RemovedRisk Factors
Summary of Selected Risk Factors Associated with an Investment in Our Securities
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RemovedRisk Factors
The following is a summary of the principal risks associated with an investment in our securities:
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RemovedRisk Factors
•Our increased focus on HPC hosting may not be successful and depends on the continuing development and resource and computational requirements of HPC hosting applications such as cloud computing, machine learning and artificial intelligence and continuing need for the infrastructure and services we provide. If our target customer markets, which are new and still developing, do not grow or develop as expected or in a manner consistent with our current business model, our business, financial condition and results of operation would be adversely affected.
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RemovedRisk Factors
•We are subject to risks associated with our need for significant electric power and the limited availability of electrical power and resources, equipment and materials designed to provide usable electrical power within our facilities. In addition, public sentiment regarding electrical power generation, usage and storage, high volume electrical use and climate change, may limit our access to electrical power, decrease available facility sites, and increase our costs and limit the demand for our HPC colocation services. An inability to purchase and develop additional sources of low-cost sources of energy effectively or to obtain real estate, materials and equipment to operate our facilities efficiently will have a material adverse effect on our business, financial condition and results of operations.
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RemovedRisk Factors
Our increased focus on HPC hosting may not be successful and depends on the continuing development and resource and computational requirements of HPC hosting applications such as cloud computing, machine learning and artificial intelligence and continuing need for the infrastructure and services we provide. If our target customer markets, which are new and still developing, do not grow or develop as expected or in a manner consistent with our current business model, our business, financial condition and results of operation would be adversely affected. Further, increases in power costs could negatively impact our hosting customers’ demand for services, harm our growth prospects and could have a material adverse effect on our business, financial condition and results of operations.
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RemovedRisk Factors
As the relative market prices of a digital asset, such as bitcoin, increases, more companies are encouraged to mine for that digital asset and as more miners are added to the network, its total hash rate increases. In order for us to maintain our competitive position under such circumstances, we must increase our total hash rate by acquiring and deploying more mining machines, including new miners with higher hash rates. There are currently only a few companies capable of producing a sufficient number of machines with adequate quality to address the increased demand. If we are not able to acquire and deploy additional miners on a timely basis, our proportion of the overall network hash rate will decrease and we will have a lower chance of solving new blocks which will have an adverse effect on our business and results of operations.
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RemovedRisk Factors
Processing power on networks has been increasing rapidly over time while the rewards and transaction fees available on those networks tends to decline over time. In order to grow or maintain the revenue we generate from processing transactions on such networks, we are required to invest significant capital to acquire new computer servers, expand our power capacity and otherwise increase our effective processing power on such networks. In the event we are unable to invest sufficient capital to grow or maintain the level of our processing power on a network relative to the total processing power of such network, our revenue from the applicable network will decline over time and as a result, it could have a material adverse effect on our business, financial condition and results of operations.
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RemovedRisk Factors
Our digital asset mining operation can only be successful and ultimately profitable if the costs, including hardware and electricity costs, associated with earning digital assets are lower than the price of the digital assets we earn. Falling digital asset prices or asset prices that do not keep pace with higher energy prices, significantly higher energy prices, inflation and supply chain disruptions reduce our profitability. Our miners experience ordinary wear and tear from operation and may also face more significant malfunctions caused by factors which may be beyond our control, increasing our costs and reducing our revenue and profitability. The continual upgrade and refresh of mining machines requires substantial capital investment, and we may face challenges in doing so on a timely basis based on availability of new miners and our access to adequate capital resources. If we are unable to obtain adequate numbers of new and replacement miners at scale, we may be unable to remain competitive in our highly competitive and evolving industry.
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RemovedRisk Factors
Moreover, in order to grow our hosting business, we may need additional facilities to increase our capacity for more miners. The costs of constructing, developing, operating and maintaining hosting facilities and growing our hosting operations may not be profitable or possible.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
Our business is highly dependent upon a few digital asset mining equipment suppliers providing an adequate and timely supply of new generation digital asset mining machines at economical prices. The growth in our business is dependent in large part on the availability of new generation mining machines offered for sale at a price conducive to profitable digital asset mining, as well as the trading price of digital assets such as bitcoin. The market price and availability of new mining machines fluctuates with the price of bitcoin and can be volatile. Higher bitcoin prices increase the demand for mining equipment and increases the cost. In addition, as more companies seek to enter the mining industry, the demand for machines may outpace supply and create mining machine equipment shortages. Digital asset mining equipment suppliers, may not be able to keep pace with any surge in demand for mining equipment. Further, manufacturing mining machine purchase contracts are not favorable to purchasers and we may have little or no recourse in the event a mining machine manufacturer defaults on its mining machine delivery commitments. If we are not able to
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RemovedRisk Factors
Historically, miner manufacturers have required advance deposits for miner purchases. These deposits tie up significant amounts of cash several months before mining machines are received and operable to generate revenue. These advance deposits further drive the financial burden of operating a capital-intensive business. Miner manufacturers holding a deposit from the Company may go out of business before delivering purchased miners, or for other reasons fail to deliver the miners associated with the deposit. There is no certainty that, in such circumstances, the Company would succeed in recovering any of its deposit, which could materially and adversely affect its business, financial condition, and results of operations.
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RewordedRisk Factors
Limitations imposed by the Internal Revenue Code (or applicable state tax law) on our ability to utilize our NOL or capital loss carryforwards or other tax attributes (whether by reason of an ownership change or otherwise) could significantly increase our future tax liabilities, in each case reducing or eliminating the benefit of such tax attributes, which may impair the value of an investment in our securities.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
As more processing power is added to a network, our relative percentage of total processing power on that network is expected to decline absent significant capital investment, which has an adverse impact on our ability to generate revenue from processing transactions on that network and could have a material adverse effect on our business, financial condition and results of operations.
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RewordedRisk Factors
As a result of our efforts to optimize and improve the efficiency of our digital asset mining operations, we may be exposed to the risk in the future of losing the benefit of our capital investments and the competitive advantage we hope to gain from this as a result, and may be negatively impacted if a switch to proof-of-stake validation were to occur.
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RewordedRisk Factors
Any failure in our critical systems, facilities or services we provide could lead to disruptions in our and our customers’ businesses and could harm our reputation and result in financial penalty and legal liabilities, which would reduce our revenue and have a material adverse effect on our business, financial condition and results of operations.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
If our operations are disrupted due to physical impacts of climate change, or if environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements on our operations, our business, capital expenditures, results of operations, financial condition and competitive position could be adversely impacted.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
In the event we are unable to realize adequate fees on a network due to increased competition, our revenue from the applicable network will decline over time and in turn, it could have a material adverse effect on our business, financial condition and results of operations.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
We are subject to risks associated with our need for significant electric power and the limited availability of electrical power and resources, equipment and materials designed to provide usable electrical power within our facilities, which could have a material adverse effect on our business, financial condition and results of operations.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
There is no guarantee that the IRS will not alter its position with respect to the taxation of digital assets, or that legislation or judicial determinations in the future will not result in a tax treatment of digital assets and transactions in digital assets for tax purposes that differs from the treatment described above.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Any systemic delays in the recording and confirmation of transactions on the blockchain could result in greater exposure to double-spending transactions and a loss of confidence in certain or all digital asset networks, which could have a material adverse effect on our business, prospects, financial condition, and operating results.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
If a soft fork or hard fork occurs on a network, which we or our hosting customers are processing transactions or hold digital assets in, we may be required to upgrade our hardware or software in order to continue our mining operations, and we may not be able to make such upgrades.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
To the extent that any miners cease to record transactions in solved blocks, such transactions that do not include the payment of a transaction fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transaction fees.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
We have experienced difficulties in establishing relationships with banks, leasing companies, insurance companies and other financial institutions to provide us with customary financial products and services, which could have a material adverse effect on our business, financial condition and results of operations.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesRisk Factors
Our ability to use some or all of our net operating loss and capital loss carryforwards and other tax attributes to offset future income may be limited.
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AddedMD&A
intended to promote understanding of the results of operations and financial condition. This MD&A is provided as a supplement to,
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
(Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 2025 compared to 2024. For
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
Unless otherwise indicated, references to “2025” and “2024” in this MD&A refer to the years ended December 31, 2025
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
As described in Note 3 — Restatement of Previously Issued Financial Statements in Part II, Item 8 to the consolidated
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
financial statements included in this Annual Report, during the preparation of the consolidated financial statements for the year ended
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AddedMD&A
December 31, 2025, the Company identified errors in its previously issued consolidated financial statements related to the accounting
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AddedMD&A
for property, plant and equipment demolished in connection with the conversion of certain facilities from digital asset mining
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
operations to high-density colocation infrastructure. The Company is concurrently filing an amended Annual Report on Form 10-K/A
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
for the year ended December 31, 2024 and amended Quarterly Reports on Forms 10-Q/A for the quarterly periods ended March 31,
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
2025, June 30, 2025, and September 30, 2025. The discussion that follows presents 2024 comparative data on an as-restated basis.
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AddedMD&A
As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and
Read it in 10-K 2026-03-02 at sec.gov ↗
RemovedMD&A
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to promote understanding of the results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 2024 compared to 2023. For discussion related to the results of operations and changes in consolidated financial condition for 2023 compared to 2022 refer to Part II, Item 7. — “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our fiscal year 2023 Annual Report on Form 10-K, which was filed with the SEC on March 13, 2024.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K.
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RemovedMD&A
Core Scientific, Inc. (“we,” “us,” “our,” the “Company,” “Core Scientific,” or “Core”) is a leader in designing, building and operating digital infrastructure for high-performance computing. Since our inception in 2018, we have been a premier provider and operator of dedicated, purpose-built facilities and software solutions for digital asset mining for ourselves and our third-party
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
customers. and in March 2024, we announced the provision of digital infrastructure colocation services to a third party engaged in high-performance computing (“HPC”).
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RemovedMD&A
In May 2024, we expanded our relationship with CoreWeave, Inc. (“CoreWeave”) the artificial intelligence (“AI”) hyperscaler, to provide approximately 200 megawatts (“MW”) of digital infrastructure to host CoreWeave’s HPC operations and provided CoreWeave options with respect to the Company’s existing facilities to provide approximately 500 MW of digital infrastructure on similar terms. In June and August 2024, the Company announced CoreWeave’s execution of options to secure an additional 70 MW and 112 MW, respectively, of infrastructure to host its HPC operations. In October 2024, the Company announced that CoreWeave had exercised its final option for an additional 120 MW of infrastructure.
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RemovedMD&A
These new agreements leverage the Company’s existing digital infrastructure and expertise in third-party hosting solutions. We believe that using our existing infrastructure for HPC hosting operations will provide more consistent dollar-based revenue and represents substantially less risk than our traditional hosted bitcoin mining or our bitcoin self-mining operations. As a result, we intend to focus our business development and marketing efforts on expanding our HPC hosting customer base. As a result, we initiated a significant strategic transition from bitcoin mining to hosting and colocation services for customers employing hosting services for HPC workloads such as artificial intelligence-related applications.
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RemovedMD&A
During 2024, we were substantially engaged in constructing, refurbishing, reallocating or converting a substantial portion of our ten facilities in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (3) to support artificial intelligence related workloads, primarily for our one existing HPC customer, but also to support our commitment to meeting the growing demand for HPC solutions and diversifying our revenue streams.
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RemovedMD&A
We had an average hourly operating power demand of approximately 572 megawatts (“MW”) for the year ended December 31, 2024. We had secured approximately 1,317 MW of contracted power capacity at our sites as of December 31, 2024. We also operate and manage one of the largest data center infrastructure asset bases among publicly listed North American miners with operational capacity of approximately 784 MW in support of our mining and HPC operations.
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RemovedMD&A
Our average self-mining fleet energy efficiency for the year ended December 31, 2024 was 25.1 joules per terahash, compared to 27.9 joules per terahash for the year ended December 31, 2023. Self-mining fleet energy efficiency is a measure of our fleet’s average actual energy efficiency over the period presented.
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RemovedMD&A
Our total revenue was $510.7 million, $502.4 million and $640.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. We generated an operating loss of $19.2 million and operating income of $9.0 million for the years ended December 31, 2024 and 2023, respectively, and an operating loss of $2.11 billion for the year ended December 31, 2022. We incurred net loss of $1.32 billion, $246.5 million and $2.15 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Our adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $157.4 million, $169.5 million and $(11.6) million for the years ended December 31, 2024, 2023 and 2022, respectively. Adjusted EBITDA is a non-GAAP financial measure. See “Key Business Operating Metrics and Non-GAAP Financial Measures” below for our definition of, and additional information related to Adjusted EBITDA.
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RemovedMD&A
On February 29, 2024, the Company entered into a long-term contract with CoreWeave, Inc. (“CoreWeave”) to deliver 16 MW of infrastructure at the Company’s Austin, Texas facility. Following the commencement of operations in the Austin, Texas facility, on June 3, 2024, the Company entered into a series of long-term contracts with CoreWeave to deliver approximately 200 MW of infrastructure to host CoreWeave’s HPC operations, which will require the Company to modify multiple existing sites. The site modifications commenced in the second half of fiscal 2024 and operational status is expected to begin in the first half of fiscal 2025. On June 25, 2024, the Company announced CoreWeave’s execution of an option to secure an additional 70 MW of infrastructure to host its HPC operations. Operational status for the additional 70 MW is expected in the second half of 2025. Further, on August 6, 2024, the Company announced that CoreWeave had executed an option to secure an additional 112 MW of infrastructure to host its
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RemovedMD&A
HPC operations. On October 22, 2024, the Company announced that CoreWeave had exercised its final option for an additional 120 MW of infrastructure.
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RewordedMD&A
Loss (gain) on debt extinguishment $ 487 $ (20,065) $ 20,552 $1,933 $487 $1,446 Interest (income) expense, net (3,277) 37,070 86,238 (49,168) (40,347) Change in fair value of warrants and contingent value rights 33,059 1,369,157 — 1,369,157 (1,336,098) Reorganization items, net — (111,439) 191,122 (302,561) 111,439 Loss on legal settlements 10,690 2,070 8,620 Other non-operating income, expense (income), net (325) (2,530) 2,205 39 (2,395) 2,434 Total non-operating expenses, expense, net $ 1,294,950 $ 254,765 $ 1,040,185 $42,444 $1,294,950 $(1,252,506)
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
In addition to factors underlying our mining business growth and profitability, the success of our HPC hosting Colocation business greatly depends on our ability to retain and develop opportunities with our existing customers, secure additional infrastructure and attract new customers.
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RewordedMD&A
Year Ended December 31, 2025 2024 2023 $ Change Losses on exchange or disposal Impairment of property, plant and equipment $ (4,210) $ (1,956) $ (2,254) 11,359 122,869 $(111,510) Percentage of total revenue (1) % — % 4% 24%
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RewordedMD&A
Based on available data, we believe that an increase in the scale and sophistication of competition in the digital asset mining industry has continued to increase network hash rate, with new entrants and existing competitors increasing the number of miners mining for bitcoin.
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RewordedMD&A
For a discussion of new accounting standards relevant to our business, refer to Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.
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RewordedMD&A
The year over year decrease in hosted mining revenue from customers was primarily driven by the termination of contracts with several customers since 2023, due primarily to our shift to HPC hosting. our Colocation
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
The following table summarizes our cash, cash and cash equivalents and restricted cash and cash flows for the periods indicated. fair value of our digital assets (in thousands):
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RewordedMD&A
For a discussion of new accounting standards relevant to our business, refer to Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.
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RewordedMD&A
The year over year increase in self-mining revenue was primarily driven primarily by: by site startup costs incurred to convert facilities from digital asset
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RewordedMD&A
Accounting for this equipment involves significant judgment and estimation uncertainty, particularly regarding the determination of its estimated useful life for depreciation purposes and the assessment of potential impairment.
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RewordedMD&A
The following table presents total revenue summarizes gross profit and gross profit margin by reportable segment for the periods presented (in thousands): 2025 and 2024.
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RewordedMD&A
Year Ended December 31, 2025 2024 2023 $ Change Change Decrease in fair value of digital assets $ (1,052) $ $ (1,052) $31,603 $1,052 $30,551 Percentage of total revenue — % 10% —%
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