What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-28 · 641 added, 579 removed, 958 unchanged (56% of the section changed)

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Riot Platforms, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the 2024 and 2023 financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements of the Company for the year ended December 31, 2022, before the effects of the retrospective adjustments to the disclosures for a change in the composition of reportable segments and the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), discussed in Notes 2 and 20 to the financial statements, were audited by predecessor auditors whose report, dated March 2, 2023, expressed an unqualified opinion on those statements.

We have also audited the adjustments to the 2022 consolidated financial statements to retrospectively adjust the disclosures for a change in the composition of reportable segments and apply the change in accounting for the adoption of ASU 2023-07 in 2024, as discussed in Notes 2 and 20 to the financial statements.

Our procedures included (1) comparing the amounts of segment revenues, segment costs of revenue, and gross profit (loss) for both the change in composition of reportable segments and the adoption of ASU 2023-07 to the Company’s underlying accounting analysis, (2) comparing the previously reported segment information per the Company’s accounting analysis to the adjustments for the adoption of ASU 2023-07, and (3) recalculating the mathematical accuracy of the reconciliations of segment amounts to the consolidated financial statements.

In our opinion, such retrospective adjustments are appropriate and have been properly applied.

However, we were not engaged to audit, review, or apply any procedures to the 2022 consolidated financial statements of the Company other than with respect to these retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2022 consolidated financial statements taken as a whole.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of Riot Platforms, Inc and subsidiaries (the "Company") ⁠ as of December 31, 2025 and 2024, ⁠ the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Mining Revenue – Refer to Notes 2 to the financial statements

Mining Revenue – Refer to Note 2 to the financial statements

Critical Audit Matter Description

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Revenue is recognized on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as contract inception.

For the years ended December 31, 2024, and 2023, Bitcoin Mining revenue was $321.0 million, and $189.0 million, respectively.

For the year ended December 31, 2025, Bitcoin Mining revenue was $576.3 ⁠ million.

We identified the auditing of Bitcoin Mining revenue as a critical audit matter due to the extent of audit effort required to perform audit procedures over the Company’s hash calculation services provided to the mining pool operator, the associated contractual payouts including the blockchain contractual inputs, the Company’s valuation of Bitcoin received from the mining pool operator and evaluating the results of those procedures.

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/s/ DELOITTE & TOUCHE LLP

February 27, 2025

We have served as the Company’s auditor since 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Riot Platforms, Inc.

Opinion on the Financial Statements

We have audited, before the effects of the retrospective adjustments to the disclosures for a change in the composition of reportable segments and the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”) discussed in Note 2 and Note 20 to the consolidated financial statements, comprising of the consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows of Riot Platforms, Inc.

(the “Company”) for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”) (the 2022 consolidated financial statements before the effects of the adjustments discussed in Note 2 and Note 20 to the financial statements are not presented herein).

In our opinion, the 2022 financial statements, before the effects of the retrospective adjustments to the disclosures for a change in the composition of reportable segments and adoption of ASU 2023-07 discussed in Note 2 and Note 20 to the financial statements, present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for a change in the composition of reportable segments and adoption of ASU 2023-07 discussed in Note 2 and Note 20 to the consolidated financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by other auditors.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor from 2019 through May 18, 2023.

Los Angeles, CA

March 2, 2026

We have served as the Company’s auditor since 2023.

Riot Platforms, Inc.

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Prepaid expenses and other current assets

Derivative asset, current portion

Derivative assets, current portion

Equity method investment - marketable securities, at fair value

Future power credits, current portion

Total current assets

Property and equipment, net

Restricted bitcoin

Finite-lived intangible assets, net

Derivative asset, less current portion

Operating lease right-of-use assets

Future power credits, less current portion

Derivative assets, less current portion

Right-of-use assets

Other long-term assets

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Contingent consideration liabilities, current portion

Current portion of long-term debt

Current portion of debt

Operating lease liability, current portion

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Contingent consideration liabilities, less current portion

Long-term debt, less current portion

Debt, less current portion

Other long-term liabilities

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2 % Series A Convertible Preferred stock, 2,000,000 shares authorized;

no shares issued and outstanding as of December 31, 2024 and 2023

no shares issued and outstanding as of December 31, 2025 and December 31, 2024

0 % Series B Convertible Preferred stock, 1,750,001 shares authorized;

no shares issued and outstanding as of December 31, 2024 and 2023

no shares issued and outstanding as of December 31, 2025 and December 31, 2024

Common stock, no par value;

680,000,000 shares authorized;

344,890,208 and 230,836,624 shares issued and outstanding as of December 31, 2024 and 2023, respectively

371,575,652 and 344,890,208 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Accumulated deficit

( 1,353,600 )

Accumulated other comprehensive income (loss), net

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Change in fair value of bitcoin

Change in fair value of derivative asset

Change in fair value of derivative assets

Power curtailment credits

Change in fair value of contingent consideration

Realized gain on sale of Bitcoin

Loss (gain) on sale/exchange of equipment

Loss on contract settlement

Loss on legal settlement

Gain on acquisition post-close dispute settlement

Loss (gain) on sale of equipment

Casualty-related charges (recoveries), net

Impairment of Bitcoin

Impairment of goodwill

Impairment of miners

Impairment of property and equipment

Total costs and expenses

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Interest expense

Unrealized gain (loss) on equity method investment - marketable securities

Loss on equity method investment - marketable securities

Loss on convertible notes investment

Other income (expense)

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Accumulated other

Preferred Stock

comprehensive

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Balance as of January 1, 2023

Cumulative effect upon adoption of ASU 2023-08

Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding

Issuance of common stock/At-the-market offering, net of offering costs

Conversion of preferred stock to common stock

Issuance of common stock in connection with acquisition of ESS Metron

Stock-based compensation

Net income (loss)

Other comprehensive income (loss)

Balance as of December 31, 2023

Cumulative effect upon adoption of ASU 2023-08

Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding

Issuance of common stock/At-the-market offering, net of offering costs

Issuance of common stock in connection with acquisition of ESS Metron

Issuance of common stock in connection with the Block Mining Acquisition

Issuance of common stock to a third-party advisor

Stock-based compensation

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Issuance of common stock/At-the-market offering, net of offering costs

Issuance of common stock in connection with the Block Mining Acquisition

Issuance of common stock to a third-party advisor

Stock-based compensation

Issuance of common stock for contract settlement

Net income (loss)

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Balance as of December 31, 2025

( 1,353,600 )

See accompanying Notes to Consolidated Financial Statements.

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Deferred income tax expense (benefit)

Impairment of Bitcoin

Impairment of goodwill

Impairment of miners

Change in fair value of bitcoin

Change in fair value of derivative asset

Change in fair value of derivative assets

Change in fair value of contingent consideration

Unrealized (gain) loss on equity method investment - marketable securities

Realized gain on sale of Bitcoin

Loss (gain) on sale/exchange of equipment

Loss on contract settlement

Loss on legal settlement

Gain on acquisition post-close dispute settlement

Impairment of property and equipment

(Gain) loss on equity method investment - marketable securities

Loss on convertible notes investment

Loss (gain) on sale of equipment

Casualty-related charges

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Investing activities

Proceeds from the sale of marketable equity securities

Block Mining Acquisition, net of cash acquired

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Acquisition of bitcoin

Acquisition of assets from Rhodium

Acquisition of land

Deposits on equipment

Proceeds from sale of bitcoin

Security deposits

Proceeds from the sale of equity method investment - marketable securities

Investment in equity method investment - marketable securities

Investment in convertible debt

Investment in convertible note

Purchases of property and equipment, including construction in progress

Purchases of right-of-use assets

Casualty-related recoveries

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Proceeds from issuance of convertible notes

Payments on contingent consideration liability - future power credits

Proceeds from Credit and Security Facility

Repayments of Credit and Security Facility

Proceeds from revolving credit facilities

Repayments of revolving credit facilities

Proceeds from credit facility

Debt issuance costs

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Bitcoin exchanged for employee compensation

Conversion of preferred stock to common stock

Cumulative effect upon adoption of ASU 2023-08

Right-of-use assets exchanged for new operating lease liabilities

Property and equipment obtained in exchange transaction

The following reconciles cash, cash equivalents, and restricted cash to the amounts presented above:

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Notes to Consolidated Financial Statements

Organization and Basis of Presentation

Riot Platforms is a vertically-integrated Bitcoin mining company principally engaged in enhancing our capabilities to mine Bitcoin in support of the Bitcoin blockchain.

The Rockdale Facility is a large-scale Bitcoin mining facility in Rockdale, Texas and we completed Phase I of development of a second large-scale Bitcoin mining facility, the Corsicana Facility, which is currently equipped to provide up to 400 MW of capacity for our Bitcoin Mining.

Upon completion, the Corsicana Facility is expected to have approximately 1 GW of capacity available.

During 2024, the Company acquired the Kentucky Facility, which has existing operational Bitcoin mining capacity and the potential for significant expansion.

Also, during 2024, the Company acquired E4A Solutions, a leading provider of electrical engineering services to a diverse customer base of energy developers and data center operators.

Organization and Description of Business

Riot Platforms, Inc.

is a vertically integrated digital infrastructure company principally engaged in developing and optimizing its large-scale power assets.

The Company’s business centers on enhancing its electrical infrastructure and deploying it across two complementary platforms:

(i) Bitcoin Mining and (ii) scalable data center solutions designed to support non-mining workloads.

By leveraging its energy portfolio, engineering capabilities, and operational footprint, the Company aims to capitalize on both the long-term potential of bitcoin and the accelerating demand for power-intensive compute.

The Company provides comprehensive and critical infrastructure for bitcoin mining and data center services at its Facilities.

The Rockdale Facility currently provides 700 MW of total developed capacity for Bitcoin Mining and data center leasing.

The Corsicana Facility is currently equipped to provide up to 400 MW of capacity for Bitcoin Mining.

The Kentucky Facility currently provides 137 MW of developed capacity.

Upon completion of the Corsicana Facility, the Company expects to have approximately one GW of developed capacity available for Bitcoin Mining and other data center workloads.

As described in Note 20.

Segment Information , we operate in two reportable business segments:

Bitcoin Mining and Engineering.

Significant Accounting Policies and Recent Accounting Pronouncements

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements (“Consolidated Financial Statements”) and these notes (these “Notes”) have been prepared in accordance with GAAP.

The accompanying consolidated financial statements (“Consolidated Financial Statements”) and these Notes have been prepared in accordance with GAAP.

In the opinion of management, the Consolidated Financial Statements reflect all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation of such results.

The accompanying audited Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Unless otherwise indicated, amounts are stated in thousands of U.S.

dollars, except for:

share, per share, and miner amounts;

share, per share, MWh and miner quantities;

bitcoin quantities, prices and hash rate;

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and production value of one bitcoin mined.

As described in Note 20.

Segment Information , we operate in two reportable business segments:

Bitcoin Mining and Engineering.

Significant Accounting Policies and Recent Accounting Pronouncements

The accompanying audited Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the balance sheets, and the reported amounts of revenue and expenses during the reporting periods.

Actual results may differ materially from those estimates.

The most significant accounting estimates inherent in the preparation of the Company’s financial statements include revenue recognition;

valuation of the derivative asset classified under Level 3 on the fair value hierarchy;

valuation of the derivative assets classified under Level 3 on the fair value hierarchy;

determination of the useful lives and recoverability of long-lived assets;

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Certain prior period amounts have been reclassified to conform to the current period presentation.

The reclassifications did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

These reclassifications did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

The impact on any prior period disclosures was immaterial.

Cash and cash equivalents

Cash and cash equivalents consists of cash on hand and highly liquid investments.

Cash and cash equivalents consist of cash on hand and highly liquid investments.

We consider any highly liquid investments with an original maturity of three months or less at acquisition to be cash equivalents.

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The Company has never suffered a loss due to such excess balances.

Accounts receivable

The Company’s accounts receivable balance consists of amounts due from its mining pool operator and engineering customers.

The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the receivable expected to be collected.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Accounts receivable

The Company’s accounts receivable balance consists of amounts due from its mining pool operator and engineering customers.

The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the receivable expected to be collected.

The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions.

Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends.

The model also provides a practical expedient, that allows entities to forgo developing forecasts of economic conditions.

The Company has elected to apply this practical expedient to determine expected credit losses for current accounts receivable and contract assets, assuming conditions as of the balance sheet date do not change for the remaining life of the asset.

Based on this model, the Company considers many factors, including the age of the balance, customer creditworthiness and collection history.

Bad debts are written off after all collection efforts have ceased.

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Based on the Company’s current and historical collection experience, management recorded allowances for doubtful accounts of $ 4.7 million and $ 2.9 million as of December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2024 and 2023, retainage of $ 1.0 million and $ 3.2 million, respectively, was included in Accounts receivable, net , on the Consolidated Balance Sheets.

The Company’s bitcoin is recorded at fair value, as determined using the period-end closing price of bitcoin on the Company’s principal market, Coinbase (the “Principal Market”), and changes in fair value are recognized in Change in fair value of bitcoin , in Operating income (loss) on the Consolidated Statements of Operations.

During 2024, Riot made the strategic decision to temporarily halt the sale of its Bitcoin production and instead, increase its Bitcoin holdings.

As a result of its intent to hold its Bitcoin, the Company began classifying its Bitcoin held as a non-current asset on its Consolidated Balance Sheet.

For all periods presented, all sales of Bitcoin occurred before the strategic decision and, as such Bitcoin was sold nearly immediately after receipt by the Company, the proceeds were recognized within Operating activities on the Consolidated Statements of Cash Flows.

During 2024, the Company made the strategic decision to temporarily halt the sale of its bitcoin production and instead, increase its bitcoin holdings.

As a result, the Company classifies its bitcoin as a non-current asset on its Consolidated Balance Sheets and recognizes the proceeds from sales within Investing Activities on the Consolidated Statements of Cash Flows.

During the years ended December 31, 2024 and 2023, all sales of bitcoin occurred before the strategic decision and, as such bitcoin was sold nearly immediately after receipt by the Company, the proceeds were recognized within Operating activities on the Consolidated Statements of Cash Flows.

Restricted bitcoin

The Company has pledged certain of its bitcoin as collateral for certain of its debt facilities.

This restricted bitcoin is owned by the Company and is held in a segregated custody account in the Company’s name.

The lender is not permitted to use such bitcoin to secure any other loan or account.

Consistent with the Company’s other bitcoin holdings, restricted bitcoin is recorded at fair value, as determined using the period-end closing price of bitcoin on the Company’s principal market, Coinbase, and changes in fair value are recognized in Change in fair value of bitcoin, in Operating income (loss) on the Consolidated Statements of Operations.

Long-term investments

For equity investments, the Company initially records equity investments at cost then adjusts the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment.

The Company initially records equity investments at cost then adjusts the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon impairment.

For debt investments, such as convertible notes, the Company classifies them as available-for-sale debt instruments and recognizes the investments at fair value in Other long-term assets on the Consolidated Balance Sheets.

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Interest income is recognized within Interest income (expense) on the Consolidated Statements of Operations.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Revenue recognition

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Currently, the Company only participates in a Full-Pay-Per-Share (“FPPS”) mining pool.

The Company decides when to provide hash calculation services under the agreements and the Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides hash calculation services to the mining pool operator and is created as power is provided over time.

The only consideration due to the Company relates to the provision of hash calculation services.

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Certain mining pool operators charge fees to cover the costs of maintaining the pool.

These fees are deducted from amounts we may otherwise earn and are treated as a reduction to the

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

consideration received.

These fees are deducted from amounts we may otherwise earn and are treated as a reduction to the consideration received.

Fees fluctuate and historically have averaged no more than approximately 2 % per reward earned.

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The Company is entitled to consideration even if a block is not successfully placed by the mining pool operator.

Bitcoin network block subsidies are based on the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the 24-hour period beginning at 0:00:00 UTC daily (i.e., the “measurement period”), while network transaction fees are based on the total amount of transaction fees and block rewards that are actually generated on the blockchain network as a whole during the measurement period.

Bitcoin network block subsidies are based on the total amount of block subsidies expected to be generated on the bitcoin network as a whole during the 24-hour period beginning at 0:00:00 UTC daily (i.e., the “measurement period”), while network transaction fees are based on the total amount of transaction fees and block rewards actually generated on the blockchain network as a whole during the measurement period.

The Company is also entitled to a fractional share of the bitcoin award and transaction fees from the mining pool operator as determined based on the hash rate provided by the Company to the mining pool as a percentage of the total expected bitcoin network hash rate based on the current network difficulty.

The Company is entitled to its relative share of consideration at the end of each measurement period, even if a block is not successfully placed by the mining pool.

For accounting purposes, the agreement by and between the Company and the mining pool operator has a duration of less than 24 hours as a result of the agreement being continually renewed at the beginning of each measurement period.

For accounting purposes, the agreement between the Company and the mining pool operator has a duration of less than 24 hours as a result of the agreement being continually renewed at the beginning of each measurement period.

However, the continual renewal of the agreement does not represent a material right requiring separate performance obligations, as the FPPS formula remains the same upon each renewal.

Consideration is all variable.

Consideration is variable.

Revenue is recognized on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as contract inception.

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Noncash consideration is measured at fair value at agreement inception.

The fair value of the crypto asset consideration is determined using the quoted price per the Principal Market at the beginning of each measurement period at the single Bitcoin level (one Bitcoin).

There is no significant financing component in these transactions, due to the performance obligations and settlement of the transactions being on a daily basis.

Substantially all revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts with one identified performance obligation.

The fair value of the bitcoin consideration is determined using the quoted price per the Principal Market at the beginning of each measurement period at the single bitcoin level (one bitcoin).

There is no significant financing component in these transactions, due to the performance obligations and settlement of the transactions occurring on a daily basis.

Substantially all Engineering revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts with one identified performance obligation.

Revenue is recognized over time as performance creates or enhances an asset with no alternative use, and for which the Company has an enforceable right to receive compensation as defined under the contract.

To determine the amount of revenue to recognize over time, the Company utilizes the cost-to-cost method as management believes cost incurred best represents the amount of work completed and remaining on projects.

As the cost-to-cost method is driven by incurred cost, the Company calculates the percentage of completion by dividing costs incurred to date by the total estimated cost.

To determine the amount of revenue to recognize over time, the Company utilizes the cost-to-cost method as management believes costs incurred best represent the amount of work completed and remaining on projects.

As the cost-to-cost method is driven by

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

incurred costs, the Company calculates the percentage of completion by dividing costs incurred to date by the total estimated cost.

The percentage of completion is then multiplied by the estimated contract amount to determine inception-to-date revenue.

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Additionally, contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract.

Changes in the job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, profit and revenue recognition.

Any costs to obtain a contract are not material to the Company’s financial statements and would be expensed as incurred.

Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, profit and revenue recognition.

Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

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Invoices are due net, 30 days, and retainage, if any, is generally due 30 days after delivery.

Taxes collected from

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

customers and remitted to governmental authorities are excluded from revenue.

Shipping and handling costs are treated as fulfillment costs and are included in cost of sales.

Taxes collected from customers and remitted to government authorities are excluded from revenue.

Shipping and handling costs are treated as fulfillment costs and are included in cost of revenue.

Fair value measurement

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Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable.

The Company updates its assumptions each reporting period based on new developments and records such amounts at fair value based on the revised assumptions until the agreements expire or the contingency is resolved, as applicable.

Property and equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets.

Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease.

Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the term of the lease.

The estimated useful lives for all the Company’s property and equipment are as follows:

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Office and computer equipment

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Impairment of long-lived assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

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Goodwill is not amortized and is reviewed for impairment annually as of December 31, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

We use both qualitative and quantitative analyses in making this determination.

The Company determined that it has two reporting units for goodwill impairment testing purposes, Bitcoin Mining and Engineering, which are consistent with internal management reporting and management’s oversight of operations.

The Company uses both qualitative and quantitative analyses in making this determination.

The Company determined that it has the following reporting units for goodwill impairment testing purposes:

Engineering, Texas, and Kentucky, which is consistent with internal management reporting and management oversight of operations.

Our analyses require significant assumptions and judgments, including assumptions about future economic conditions, revenue growth, and operating margins, among other factors.

Examples of events or changes in circumstances considered in the qualitative analysis, many of which are subjective in nature, include:

a significant negative trend in our industry or overall

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

economic trends, a significant change in how we use the acquired assets, a significant change in our business strategy, a significant decrease in the market value of the asset, a significant change in regulations or in the industry that could affect the value of the asset, and a change in segments.

a significant negative trend in our industry or overall economic trends, a significant change in how we use the acquired assets, a significant change in our business strategy, a significant decrease in the market value of the asset, a significant change in regulations or in the industry that could affect the value of the asset, and a change in segments.

If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative test to identify and measure the amount of goodwill impairment loss by comparing the fair value of the reporting unit with its carrying amount.

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Contingent consideration is recorded in current and long-term liabilities on our Consolidated Balance Sheets.

While we use our best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement.

While the Company uses its best estimates and assumptions to accurately assign preliminary values to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable.

The fair value assigned to acquired assets and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

Critical estimates in valuing certain of the intangible assets we have acquired include future expected cash flows from customer contracts, discount rates, and estimated market changes in the value of the Rockdale PPA, which is accounted for as a nonhedged derivative contract.

Critical estimates in valuing certain of the intangible assets we have acquired include future expected cash flows from customer contracts, discount rates, and estimated market changes in the value of acquired PPAs, which are accounted for as non-hedging derivative contract.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

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Determining the ability of an investor to exercise significant influence is not always clear and applying judgment is necessary to assess the status of each investment.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

The Company has elected to measure its equity method marketable equity securities at fair value at each balance sheet date, with unrealized holding gains and losses recorded in other income (expense), as the shares have a readily determinable fair value since they are publicly traded and have significant average daily volume traded.

As of December 31, 2025, the Company had no investments in marketable equity securities.

Convertible Debt Arrangements

Convertible debt securities contain embedded conversion options that must be first evaluated to determine if bifurcation and separate accounting would be required for the embedded feature.

Convertible debt securities contain embedded conversion options that must be first evaluated to determine if bifurcation and separate accounting is required for the embedded feature.

As a result, the Company is required:

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If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor.

The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising.

The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise.

The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected on the Consolidated Statements of Operations over the lease term.

For all periods presented, the Company only had operating leases.

For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term.

For operating leases with a term exceeding 12 months and finance leases, a lease liability is recorded on the Company’s Consolidated Balance Sheets at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term.

A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received.

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The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term.

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Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right-of-use assets and operating lease liabilities.

For the Company’s finance leases, fixed lease payments are recognized as amortization of the right-of-use asset and interest expense is recognized on the outstanding lease liability using the effective interest method.

Finance lease right-of-use assets are amortized into depreciation and amortization expense on a straight-line basis over the lease term or, if the lease transfers ownership of the underlying asset to the Company, the life of the leased asset.

Operating segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”), which is comprised of several members of its executive management team, including the CEO, Executive Chairman, EVO-CFO, EVP-Head of Corporate Development & Strategy, and COO.

The CODM uses segment gross profit (loss) to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s two reportable segments.

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Bitcoin Mining, Data Center Hosting, and Engineering.

As of January 1, 2024, the Company has terminated all contracts with its legacy data center hosting customers and made the strategic decision to no longer offer data center hosting services to customers.

Commencing with the three months ended March 31, 2024, the

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Data Center Hosting Segment no longer met the quantitative requirements as a reportable segment, and the CODM ceased analyzing the performance of the Company’s legacy data center hosting operations.

As of January 1, 2024, the Company had terminated all contracts with its legacy data center hosting bitcoin mining customers and made the strategic decision to no longer offer data center hosting bitcoin mining services to customers.

Commencing with the three months ended March 31, 2024, the Data Center Hosting segment no longer met the quantitative requirements as a reportable segment, and the CODM ceased analyzing the performance of the Company’s legacy data center hosting bitcoin mining operations.

As such, the Data Center Hosting segment has been eliminated as a separate reportable segment.

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Segment Information for more information.

The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

The Company accounts for income taxes under the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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Contract assets consist of costs and estimated earnings in excess of billings on uncompleted engineering contracts.

Deferred revenue relates to upfront payments and consideration received from customers for the upfront license fee generated from our legacy animal health business.

Deferred revenue relates to upfront payments and consideration received from legacy data center hosting bitcoin mining customers and for the upfront license fee generated from the Company’s legacy animal health business.

As of December 31, 2025, the Company had no remaining deferred revenue balances.

Contract liabilities consist of billings in excess of costs and estimated earnings on uncompleted engineering contracts.

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The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award, which is based on the fair market value of the Company’s common stock at the time of the grant.

For performance-based share-based payment awards, the Company recognizes compensation cost over the performance period when achievement of the milestones and targets is probable.

For performance-based share-based

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

payment awards, the Company recognizes compensation cost over the performance period when achievement of the milestones and targets is probable.

For performance-based share-based payment awards that include a market condition, the Company determines the grant date fair value of the award using a Monte Carlo valuation model and recognizes compensation cost over the service period.

The grant date fair value is recognized regardless if the market condition is ultimately achieved.

Stock options are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire approximately 6 years from the date of grant.

These options are eligible to vest in one-third increments upon meeting certain specified milestones and continued service with the Company.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and recognizes compensation cost for each performance milestone over its implied service period based on the estimated probability of achieving such milestone.

The Company has elected to account for forfeitures of awards as they occur.

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The Company continually assesses new accounting pronouncements to determine their applicability.

When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of such change to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated Financial Statements properly reflect the change.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of such change to its Consolidated Financial Statements and ensures that there are proper controls in place to ensure that the Company’s Consolidated Financial Statements properly reflect the change.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

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ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

early adoption is permitted.

The Company is evaluating the impact the updated guidance will have on its disclosures.

In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria.

The Company adopted the updated guidance for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

In December 2023, the FASB issued ASU No.

2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) , which establishes accounting guidance for crypto assets meeting certain criteria.

Bitcoin meets this criteria.

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Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption.

ASU 2023-08 is effective for fiscal years beginning after December

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

15, 2024, including interim periods within those fiscal years.

ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption is permitted.

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As a result of the adoption, the Company recorded a cumulative effect adjustment to its Accumulated deficit balance of approximately $ 6.0 million as of January 1, 2023, as a result of recognizing its bitcoin held as of January 1, 2023, at fair value.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the CODM, requiring disclosure of the title and position of the CODM and explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources.

ASU 2023-07 is effective for the Company for annual periods beginning after December 31, 2023.

The Company adopted ASU 2023-07 for the year ended December 31, 2024.

As a result of the adoption, the Company expanded its disclosures in Note 20.

Segment Information , to present significant expenses that are included within cost of revenue, by reportable segment, which are presented to the CODM.

In December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires, in the notes to the annual and interim financial statements, disaggregated information about certain income statement expense line items.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact the updated guidance will have on its disclosures.

The Company is evaluating the impact the updated guidance will have on the Company’s consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 simplifies credit loss calculations and permits the election of a practical expedient to assume that conditions as of the balance sheet date do not change for the remaining life of the asset when estimating credit losses on current accounts receivable and current contract assets under ASC 606, Revenue from Contracts with Customers .

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025.

Early adoption is permitted.

The Company adopted ASU 2025-05 effective January 1, 2025 on a prospective basis.

The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 updates the accounting for costs related to the development of internal-use software to reflect the evolution of software development from a sequential to an agile development method by removing references to project stages in the existing guidance and requiring capitalization of software

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

costs when management has authorized and committed to funding a software project and it is probable that the project will be completed and the software will be used as intended.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027.

Early adoption is permitted as of the beginning of a fiscal year.

The Company adopted ASU 2025-06 effective January 1, 2025 on a prospective basis.

The adoption of ASU 2025-06 did not have a material impact on the Company’s consolidated financial statements and disclosures.

Rhodium Settlement and Acquisition of Assets

On April 28, 2025, the Company’s subsidiary, Whinstone acquired certain assets owned by Rhodium Encore LLC (together with its affiliates, “Rhodium”) located at the Rockdale Facility, assumed Rhodium’s 125 MW of power capacity at the Rockdale Facility, terminated the legacy hosting agreements with Rhodium, and settled all existing litigation between the parties for total consideration of $ 185.0 million (the “Rhodium Settlement”).

The total consideration consisted of approximately $ 129.9 million in cash, the return of Rhodium’s power security deposit of approximately $ 6.1 million, and 6,989,800 shares of the Company’s common stock, valued at $ 49.0 million based on the preceding ten trading day volume-weighted average share price immediately prior to the date of execution.

The terminated legacy hosting contracts with Rhodium had a remaining term through December 2030 (see Note 4.

Revenue from Contracts with Customers for more information).

The settled litigation and claims include all existing claims between the parties, and any and all claims, or future claims, arising under the hosting contracts.

The acquired set of assets did not meet the definition of a business as defined in ASC 805, Business Combinations, as no substantive processes or inputs that together significantly contribute to the ability to create outputs were acquired.

The assets acquired consisted primarily of bitcoin miners and related equipment, which are included in Property and equipment, net on the Consolidated Balance Sheets.

The fair value of the tangible assets acquired was $ 7.3 million and was determined using the cost approach, which utilizes replacement cost as an indicator of fair value.

The key assumptions included replacement cost new, effective age, and remaining useful life, as well as physical deterioration factors.

No identifiable intangible assets were acquired, no goodwill was recognized, and no liabilities were assumed in connection with the transaction.

In connection with the contract termination and the elimination of the Company’s future obligations thereunder, the Company relieved approximately $ 14.9 million of previously recognized deferred revenue (see Note 4.

Revenue from Contracts with Customers ).

The remaining portion of the transaction value is attributable to the combined impact of terminating the Company’s legacy hosting agreement and settling preexisting litigation with Rhodium, both of which stemmed from an ongoing contractual dispute.

The legacy hosting agreement contained terms that were significantly unfavorable to the Company compared to prevailing market conditions for similar arrangements.

As a result of the termination and settlement, the Company recognized a loss of $ 158.1 million, which is presented as Loss on contract settlement on the Consolidated Statements of Operations.

This loss represents the residual amount after accounting for the total consideration transferred and the tangible assets acquired as part of the transaction.

E4A Solutions Acquisition

On December 16, 2024, the Company acquired 100 % of the equity interests of E4A Solutions, a Texas-based electrical engineering solutions company, for total consideration of approximately $ 54.4 million, which was comprised of $ 51.8 million paid for using the Company’s existing cash and a contingent purchase price payable to the sellers with an estimated fair value of $ 2.6 million.

Under the contingent purchase price payable, the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ Adjusted EBITDA during the two years ending December 31, 2026, payable in cash or Riot common stock at the Company’s discretion.

The potential earnout is calculated as 2.65 times the amount the average adjusted EBITDA exceeds the Earnout threshold, as defined in the purchase agreement.

On December 16, 2024, the Company acquired 100 % of the equity interests of E4A Solutions, a Texas-based electrical engineering solutions company, for total consideration of approximately $ 54.4 million, which consisted of $ 51.8 million paid for using the Company’s existing cash and a contingent purchase price payable to the sellers with an estimated fair value of $ 2.6 million.

The potential earnout is calculated as 2.65 times the amount the average E4A Solutions’ adjusted EBITDA exceeds the earn-out threshold, as defined in the purchase agreement.

E4A Solutions is a provider of electrical engineering services to a diverse customer base of energy developers and data center operators.

This acquisition adds to Riot’s vertically integrated strategy by adding engineering expertise to service its own existing and future electrical infrastructure as well as provide solutions and services to the rapidly growing market for electrical infrastructure.

The acquisition was accounted for as an acquisition of a business using the acquisition method of accounting, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition.

As of December 31, 2024, the Company has completed a preliminary allocation of the purchase consideration.

Therefore, the allocation of the purchase price to assets acquired and liabilities assumed is based on provisional estimates and is subject to continuing management analysis, with assistance from third party valuation advisors.

The Company expects to finalize the valuation of these assets and liabilities, and consideration transferred, as soon as practicable, but not later than one year from the acquisition date.

Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

This acquisition supports the Company’s vertical integration strategy by providing engineering expertise to service its own existing and future electrical infrastructure while providing solutions and services to the rapidly growing market for electrical infrastructure.

The E4A Solutions Acquisition was accounted for as an acquisition of a business using the acquisition method of accounting, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition.

The Company finalized the valuation of these assets and liabilities, and consideration transferred, during the year ended December 31, 2025, prior

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

The following table presents the preliminary allocation of the purchase consideration:

to the end of the measurement period.

The finalization of the valuation did not result in any adjustments to any of the amounts presented below.

The following table presents the allocation of the purchase consideration:

Cash and cash equivalents

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Customer contracts

Other long-term assets

Accounts payable

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Total purchase consideration

The fair values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, other long-term assets, accounts payable, contract liabilities, accrued expenses, and other long-term liabilities were determined to be the carrying values due to the immaterial and/or short-term nature of the assets and liabilities.

The fair values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, other long-term assets, accounts payable, contract liabilities, accrued expenses, and other long-term liabilities were determined to be their carrying values due to the immaterial and/or short-term nature of the assets and liabilities.

The finite-lived intangible assets consist of a trademark and customer relationships.

The fair value of the trademark was estimated using the relief-from-royalty rate method, which estimated future royalty charges attributable to the trademark.

The fair value of the customer relationships was estimated using the income approach, which estimated future revenues and costs of the existing customer relationships.

The estimated fair values of the trademark and customer relationship utilized a discount rate of 13.4 % .

The fair value of the customer relationships was estimated using the income approach, which estimated future revenues and costs associated with the existing customer relationships.

The estimated fair values of the trademark and customer relationships utilized a discount rate of 13.4 % .

The right-of-use asset and operating lease liabilities consisted of an operating lease of office and commercial space in Houston, Texas.

The lease has annual payments of approximately $ 0.4 million and a remaining lease term of approximately two years as of acquisition.

Goodwill was attributable to the assembled workforce of experienced personnel at E4A Solutions and synergies expected to be achieved from the combined operations of Riot and E4A Solutions.

The goodwill recognized is not expected to be deductible for tax purposes.

We assigned the goodwill to our Engineering reportable segment.

The lease has annual payments of approximately $ 0.4 million and a remaining lease term of approximately two years as of the E4A Solutions Acquisition.

Goodwill was attributable to the assembled workforce of experienced personnel at E4A Solutions and synergies expected to be achieved from the combined operations of the Company and E4A Solutions.

The goodwill recognized is expected to be deductible for tax purposes.

The goodwill was assigned to the Engineering reportable segment.

The operating results of E4A Solutions have been included in the Company’s Consolidated Statements of Operations since the acquisition date.

Through December 31, 2025, the Company recognized approximately $ 2.8 million of acquisition-related costs related to this acquisition that were expensed as incurred.

From the acquisition date through December 31, 2024, E4A Solution’s total revenue and net income was approximately $ 0.8 million and less than $ 0.1 million, respectively.

Block Mining Acquisition

On July 23, 2024, the Company acquired 100 % of the equity interests of Block Mining, for total consideration of approximately $ 113.6 million, which was comprised of $ 13.5 million in cash (adjusted for net working capital acquired and other items, excluding the payoff of debt of $ 5.0 million, which was accounted for as a transaction separate from the acquisition) from the Company’s existing cash, 7.2 million shares of Riot common stock valued at approximately $ 74.0 million, and a contingent purchase price payable to the sellers with an estimated fair value of $ 26.1 million.

Under the contingent purchase price payable, the sellers are eligible to earn up to $ 32.5 million in potential earn-out targets if certain milestones are reached by December 31, 2025.

The Block Mining Acquisition immediately increased Riot’s hash rate, expanded Riot’s footprint geographically, and provided exposure to additional energy markets outside of ERCOT , including the Paducah Power Systems, Tennessee Valley Authority (TVA)

The following table presents E4A’s contribution to the Company’s revenue and net income (loss) since acquisition:

Acquisition Date through

Net income (loss)

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

and Big Rivers Electric Corporation in the MISO region .

Block Mining is a vertically-integrated Bitcoin miner consisting of two operational sites, both in Kentucky, which consist of existing operational Bitcoin mining capacity, with the potential to expand.

Additionally, Block Mining owns a separate greenfield expansion opportunity in Kentucky, adjacent to an existing substation, presenting the opportunity for further expansion.

Block Mining is a capital efficient developer and operator of Bitcoin mining facilities with an experienced management team that will add to Riot’s ability to execute on its vertically-integrated strategy.

As of December 31, 2024, the Company has completed a preliminary allocation of the purchase consideration.

The Company expects to finalize the valuation of these assets and liabilities, and consideration transferred, as soon as practicable, but not later than one year from the acquisition date.

The following table presents the preliminary allocation of the purchase consideration:

Block Mining Acquisition

On July 23, 2024, the Company acquired 100 % of the equity interests of Block Mining, for total consideration of approximately $ 113.6 million.

The purchase price consisted of $ 13.5 million in cash (adjusted for net working capital acquired and other items, excluding the payoff of debt of $ 5.0 million, which was accounted for as a transaction separate from the Block Mining Acquisition) from the Company’s existing cash, 7.2 million shares of Riot common stock valued at approximately $ 74.0 million at acquisition, and a contingent purchase price payable to the sellers with an estimated fair value at acquisition of $ 26.1 million.

Under the terms of the contingent purchase price payable, the sellers may earn up to an additional $ 32.5 million if certain previously agreed upon milestones were reached by December 31, 2025.

The Block Mining Acquisition immediately enhanced the Company’s operational capabilities by increasing its total hash rate, expanding Riot’s geographic footprint, and providing access to additional energy markets beyond ERCOT.

These markets include the Paducah Power Systems, Tennessee Valley Authority, and Big Rivers Electric Corporation, all located within the MISO region.

Block Mining consists of two operational sites, both in Kentucky, and includes existing operational Bitcoin Mining capacity, with the potential to expand.

In addition, Block Mining owns a greenfield development site adjacent to an existing substation, representing a strategic opportunity for scalable growth.

Known for its capital-efficient development model and experienced management team, Block Mining strengthens the Company’s ability to execute on its vertically integrated strategy and enhances its long-term positioning in the Bitcoin mining sector.

The Block Mining Acquisition was accounted for as an acquisition of a business using the acquisition method of accounting, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition.

The Company finalized the valuation of these assets and liabilities, and consideration transferred, as of June 30, 2025.

The finalization of the valuation did not result in any adjustments to any of the amounts presented below .

The following table presents the allocation of the purchase consideration:

Cash and cash equivalents

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Total purchase consideration

The fair values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses were determined to be the carrying values due to the short-term nature of the assets and liabilities.

The fair value of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses was determined to be their respective carrying values due to the short-term nature of the assets and liabilities.

The fair value of the acquired trade receivables was determined to be the net realizable amount of the closing date book value of $ 0.4 million.

The fair value of property and equipment was estimated by applying the cost approach, which uses the replacement cost as an indicator of fair value.

The assumptions of the cost approach include replacement cost new and physical deterioration factors including remaining life and effective age.

The replacement cost new was based on a price per terahash consistent with prices the Company pays for new Bitcoin miners and an effective age of three years, consistent with the Company’s current estimated useful life of Bitcoin miners.

The replacement cost was based on a price per terahash consistent with prices the Company pays for new bitcoin miners and an effective age of three years, consistent with the Company’s current estimated useful life of bitcoin miners.

The right-of-use asset and operating lease liabilities consisted of an operating lease of a data center in Calvert City, Kentucky.

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The secured loan was paid off on the date of acquisition.

The note payable carries a fixed rate of 8.81 % , and matures in December 2035, with annual principal and accrued interest payments beginning on December 31, 2024.

The note payable carries a fixed rate of 8.81 % , and matures in December 2035, with annual principal and accrued

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

interest payments beginning on December 31, 2024.

The fair value of the debt at acquisition of $ 5.7 million was determined to equal its carrying value due at acquisition, as the interest rate is reasonably consistent with rates the Company would expect to incur for similar debt instruments.

Goodwill was attributable to the assembled workforce of experienced personnel at Block Mining and synergies expected to be achieved from the combined operations of Riot and Block Mining.

Goodwill was attributable to the assembled workforce of experienced personnel at Block Mining and synergies expected to be achieved from the combined operations of the Company and Block Mining.

The goodwill recognized is not expected to be deductible for tax purposes.

We assigned the goodwill to our Bitcoin Mining reportable segment.

The goodwill was assigned to the Bitcoin Mining reportable segment.

The operating results of Block Mining have been included in the Company’s Consolidated Statements of Operations since the acquisition date.

Through December 31, 2025, the Company recognized $ 2.9 million of acquisition-related costs related to this acquisition that were expensed as incurred.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

From the acquisition date through December 31, 2024, Block Mining’s total revenue and net loss were approximately $ 13.3 million and $ 20.9 million, respectively.

The following table presents Block Mining’s contribution to the Company’s revenue and net income (loss) since acquisition:

Acquisition Date through

Net income (loss)

Pro-forma financial information

The following unaudited pro forma financial information summarizes the combined results of operations for Riot, Block Mining, and E4A Solutions, as if the companies were combined as of January 1, 2023.

The unaudited pro forma information does not reflect the effect of costs or synergies that may result from the acquisition and excludes acquisition-related costs of $ 5.5 million incurred during the year ended December 31, 2024.

The unaudited pro forma information does not reflect the effect of costs or synergies that may result from the acquisition and excludes acquisition-related costs of $ 5.8 million.

This unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operating results of the combined company.

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Net income (loss)

Acquisition of Corsicana Facility land site

During the year ended December 31, 2022, the Company initiated a large-scale development to expand its Bitcoin mining capabilities with the acquisition of a 265 -acre site in Navarro County, Texas, strategically located next to the Navarro switch, for $ 10.1 million.

Property and Equipment , for more information about the Corsicana Facility.

Revenue from Contracts with Customers

Disaggregated revenue

Revenue disaggregated by reportable segment is presented in See Note 20.

Revenue disaggregated by reportable segment is presented in Note 20.

Segments Information .

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As of December 31, 2025 and 2024, contract assets were $ 8.3 million and $ 6.5 million, respectively.

Contract liabilities primarily relate to upfront payments and consideration received from a legacy data center hosting customer and uncompleted Engineering contracts.

As of December 31, 2024 and 2023, contract liabilities and deferred revenue were $ 26.1 million and $ 22.3 million, respectively.

During the years ended December 31, 2024 and 2023, $ 6.1 million and $ 11.2 million, respectively, of the beginning balance of contract liabilities and deferred revenue was recognized as revenue.

During the years ended December 31, 2024 and 2023, $3.5 million and $0.7 million, respectively, was recognized as revenue as a result of satisfying performance obligations in previous periods.

As of December 31, 2025 and 2024, the combined amount of contract liabilities and deferred revenue were $ 37.1 million and $ 26.1 million, respectively.

In connection with the Rhodium Settlement described in Note 3.

Acquisitions , the legacy hosting contract with Rhodium was terminated, thereby eliminating the Company’s future obligations under the contract.

As a result, approximately $ 14.9 million of previously recognized deferred revenue was relieved and is included in Loss on contract settlement on the Consolidated Statements of Operations during the year ended December 31, 2025.

The increase in contract assets was primarily attributable to the E4A Solutions Acquisition and significant third-party demand for Engineering products due to the increased interest in data center construction, as well as growing worldwide demand for power.

During the years ended December 31, 2025, 2024, and 2023, $ 10.4 million, $ 6.1 million, and $ 11.2 million, respectively, of the beginning balance of contract liabilities and deferred revenue was recognized as revenue.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

During the years ended December 31, 2025, 2024, and 2023, $ 1.1 million, $ 3.5 million, and $ 0.7 million, respectively, was recognized as revenue as a result of satisfying performance obligations in previous periods.

Remaining performance obligation

The following table presents the estimated future recognition of the Company’s remaining performance obligations, which represent the transaction price of current contracts for work to be performed.

Legacy data center hosting contract

Total contract liabilities

Subsequent data center lease

In January 2026, the Company entered into the AMD Lease with AMD, a leading innovator in high-performance computing, graphics and visualization technologies, at the Rockdale Site.

The AMD Lease includes an initial deployment of 25 MW of critical IT load capacity to be delivered in phases beginning in January 2026 and completing in May 2026, with the potential for additional expansion of up to a total of 200 MW of critical IT load capacity.

The AMD Lease carries a term of 10 years , with three five-year extension options, and is expected to generate approximately $ 311.0 million in base rent over the initial term.

In addition, AMD holds an expansion option for an additional 75 MW of critical IT load capacity and a right of first refusal for another 100 MW.

If both options are exercised, AMD’s total leased capacity at the Rockdale Site would increase to 200 MW.

As part of the AMD Lease, the Company began incurring tenant fit-out costs, which are anticipated to be reimbursed by AMD during 2026, for the construction of certain facilities to be used by AMD.

Riot Platforms, Inc.

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The following table presents information about the Company’s bitcoin balance held:

Balance as of December 31, 2023

Balance as of January 1, 2025

Revenue recognized from bitcoin mined

Change in bitcoin receivable

Acquisition of Bitcoin

Proceeds from sale of bitcoin

2 unchanged sentences

Balance as of December 31, 2025

Carrying value of Bitcoin as of December 31, 2024 (a)

Realized gains on the sale or exchange of Bitcoin for the year ended December 31, 2024 (b)

Balance as of December 31, 2022

Cumulative effect upon adoption of ASU 2023-08

The following reconciles Bitcoin and Restricted bitcoin as of December 31, 2025 to the amounts above:

Restricted bitcoin (a)

Carrying value of bitcoin as of December 31, 2025 (b)

Realized gains on the sale or exchange of bitcoin for the year ended December 31, 2025 (c)

Balance as of January 1, 2024

Revenue recognized from bitcoin mined

Change in bitcoin receivable

Acquisition of bitcoin

Proceeds from sale of bitcoin

2 unchanged sentences

Balance as of December 31, 2024

Carrying value of Bitcoin as of December 31, 2023 (a)

Realized gains on the sale or exchange of Bitcoin for the year ended December 31, 2023 (b)

(a) The carrying value of Bitcoin is equal to the post-impairment value of all Bitcoin held as of the adoption of ASU 2023-08 on January 1, 2023;

for Bitcoin produced subsequent to the adoption ASU 2023-08, the initial value of the Bitcoin as determined for revenue recognition purposes;

and, for Bitcoin acquired, the acquisition value.

(b) Bitcoin is sold on a first in, first out (FIFO) basis.

Carrying value of bitcoin as of December 31, 2024 (b)

Realized gains on the sale or exchange of bitcoin for the year ended December 31, 2024 (c)

(a) Restricted bitcoin is the Company’s bitcoin pledged as collateral for the Company’s $ 200 million credit facility.

Debt for more information.

(b) The carrying value of bitcoin is equal to the initial value of bitcoin as determined for revenue recognition purposes.

For all periods presented, gains were recognized on all sales of bitcoin and exchanges of bitcoin for employee compensation and are included in Change in fair value of bitcoin on the Consolidated Statements of Operations.

All additions of Bitcoin were the result of Bitcoin generated by the Company’s Bitcoin Mining operations (see Note 4.

Revenue from Contracts with Customers ) and acquisitions on the open market.

All additions of bitcoin during the periods presented were the result of bitcoin generated by the Company’s Bitcoin Mining operations and acquisitions on the open market.

All dispositions of bitcoin were the result of sales on the open market to fund Company operations and for compensation for certain employees.

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(“Bitfarms”) on the open market for approximately $ 203.8 million.

As of December 31, 2024, the Company’s investment in Bitfarms was equal to approximately 19.9 % of all outstanding Bitfarms common stock.

In September 2024, the Company and Bitfarms entered into a settlement agreement, under which the Company intends to review its investment in Bitfarms on a continuing basis and, subject to the terms of the settlement agreement, depending upon various factors, including without limitation, any discussion between the Company, Bitfarms and/or the Board of Bitfarms and Bitfarms’ advisors regarding, among other things, Bitfarms’ financial position and strategic direction, overall market conditions, other investment opportunities available to the Company, and the availability of securities of Bitfarms at prices that would make the purchase or sale of such securities desirable, the Company may (i) increase or decrease its position in Bitfarms through, among other things, the purchase or sale of securities of Bitfarms, including through transactions involving its common shares and/or other equity, debt,

During the year ended December 31, 2025, the Company sold all of its common shares of Bitfarms on the open market for net proceeds of approximately $ 106.1 million.

As of December 31, 2025, the Company no longer holds any Bitfarms common stock.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of Bitfarms in the open market or otherwise, (ii) enter into transactions that increase or hedge its economic exposure to its investment without affecting its beneficial ownership of Bitfarms common stock or (iii) consider or propose other actions, including submitting a revised proposal to acquire Bitfarms.

On September 23, 2024, Bitfarms appointed an independent director to its board of directors that the Company proposed to be nominated and supported.

As a result, for accounting purposes, the Company determined it obtained the ability to exercise significant influence over its investment.

As a result, for accounting purposes, the Company determined it had obtained the ability to exercise significant influence over its investment.

Therefore, the Company began accounting for its investment under the equity method of accounting and elected to account for it at fair value.

There have been no intra-entity transactions, and therefore, no intra-entity profits or losses.

Unrealized gains and losses are recognized in Other income (expense) on the Consolidated Statements of Operations.

The fair value measurement of the Company’s investment in Bitfarms is based on quoted prices in an active market and valued at the closing price reported at the end of each period and thus represents a Level 1 measurement on the fair value hierarchy.

There were no intra-entity transactions, and therefore, no intra-entity profits or losses.

Unrealized gains and losses were recognized in Other income (expense) on the Consolidated Statements of Operations.

The fair value measurement of the Company’s investment in Bitfarms was based on quoted prices in an active market and valued at the closing price reported at the end of each period and thus represented a Level 1 measurement on the fair value hierarchy.

The following table presents information about the equity method investment - marketable securities (“marketable securities”):

Investment, at cost

Unrealized losses

Fair value as of January 1, 2025

Net losses on marketable securities

Sales of marketable securities

Fair value as of December 31, 2025

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The convertible note has a three-year term and earns interest at a rate of 12.0 % per annum, which may be paid in cash or in-kind, and converts into equity of the issuer of the convertible note at the end of the three-year term.

The convertible note is accounted for as an available-for-sale debt instrument and is recognized at fair value in Other long-term assets on the Consolidated Balance Sheets.

During the year ended December 31, 2025, the Company determined that no proceeds, including the return of the original investment and accrued interest, either as cash or the equity of the issuer, are expected to be received from the convertible note.

As a result, an impairment loss of $ 5.8 million was recognized.

The convertible note was legally outstanding as of December 31, 2025.

The convertible note is accounted for as an available-for-sale debt instrument and recognized at fair value in Other long-term assets on the Consolidated Balance Sheets.

Unrealized changes in the fair value of the convertible note are recognized in Other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income (Loss).

Interest income is recognized within Interest income (expense) on the Consolidated Statements of Operations.

The fair value measurement of the convertible note is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy.

The significant assumptions used to estimate fair value of the convertible note as of December 31, 2024, primarily consisted of a discount rate of 12.4 % , which reflected the issuance date spread premium over the selected yield for the remaining time to maturity.

The fair value measurement of the convertible note was based on significant inputs not observable in the market and thus represented a Level 3 measurement on the fair value hierarchy.

The following table presents information about the convertible note:

Fair value as of December 31, 2023

Fair value as of January 1, 2025

Accrued interest

Amortized costs basis

Unrealized holding gains (losses) in accumulated other comprehensive income

Unrealized holding gains (losses) recognized in accumulated other comprehensive income

Loss on convertible notes investment

Fair value as of December 31, 2025

The Company determined that the issuer of the convertible preferred note was a variable interest entity (“VIE”) and that the Company held a variable interest in the issuer of the convertible preferred note.

The Company has considered the amount it is contributing to the issuer, its lack of decision-making rights and control, among other factors, and has concluded that it does not hold a controlling financial interest and does not have majority decision-making control.

Therefore, the Company is not the primary beneficiary of the VIE, and as a result, the Company is not required to consolidate the VIE.

The entire $ 4.5 million investment is at risk of loss.

Coinsquare and Mogo

In September 2017, and February 2018, the Company acquired a minority interest for $ 9.4 million in Coinsquare Ltd., a Canadian cryptocurrency exchange (“Coinsquare”), which operates a digital cryptocurrency exchange platform in Canada.

The investment resulted in an approximately 11.7 % ownership in Coinsquare by the Company on a fully diluted basis.

The Company elected to account for the investment using the measurement alternative as the equity securities are without a readily determinable fair value

At issuance, the Company determined that the issuer of the convertible preferred note was a variable interest entity (“VIE”) and that the Company held a variable interest in the issuer of the convertible preferred note.

The Company considered the amount it had contributed to the issuer, its lack of decision-making rights and control, among other factors, and concluded that it did not hold a controlling financial interest and did not have majority decision-making control.

Therefore, the Company was not the primary beneficiary of the VIE, and as a result, was not required to consolidate the VIE.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

and do not give the Company significant influence over Coinsquare.

Per the measurement alternative, the investment is recorded at cost, less any impairment, plus or minus changes resulting from observable price changes.

During the year ended December 31, 2021, under agreements between Coinsquare, Coinsquare’s shareholders (including Riot) and Mogo Inc.

MOGO), a digital payments and financial technology company (“Mogo”), Riot sold all 3.4 million common shares of Coinsquare in exchange for approximately 3.2 million common shares of Mogo and approximately $ 1.8 million in cash.

During the year ended December 31, 2022, the Company sold all 3.2 million shares of its shares of Mogo for proceeds of $ 1.8 million, resulting in realized losses of approximately $ 9.0 million.

Property and Equipment

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Property and equipment, net

During the year ended December 31, 2025, the Company recognized an impairment of $ 29.7 million on its property and equipment.

Certain long-lead items previously included in Construction in progress related to the planned development of the Corsicana Facility and Rockdale Facility for bitcoin mining purposes were deemed to be impaired as a result of the Company’s decision to expand the Corsicana Facility and Rockdale Facility for data center application purposes instead.

No other impairments of property and equipment were recognized during the years ended December 31, 2025, 2024, and 2023.

Depreciation and amortization expense related to property and equipment totaled approximately $ 342.8 million, $ 206.2 million, and $ 246.5 million, for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company recognized an impairment charge for its miners and mining equipment during the year ended December 31, 2022, as described below, but did not incur any other impairment charges for its property and equipment for the years ended December 31, 2024 and 2023.

Miners and mining equipment

As of December 31, 2024, the Company had deployed miners in its Bitcoin Mining operations at its Rockdale Facility, Corsicana Facility, and Kentucky Facility.

As of December 31, 2023, all the Company’s deployed miners were at its Rockdale Facility.

As of December 31, 2025 and 2024, the Company had deployed miners in its Bitcoin Mining operations at each of its Facilities.

During the year ended December 31, 2023, the Company entered into the Master Agreement, to acquire miners from MicroBT .

In 2023 , we executed purchase orders with MicroBT to acquire U.S.-manufactured miners with a total hash rate of 25.6 EH/s, for a total purchase price of approximately $ 453.4 million, subject to downward adjustment, as provided under the Master Agreement.

Delivery of these miners to the Corsicana Facility, for deployment in immersion cooling systems, began in 2023, and all miners under these purchase orders are expected to be received and deployed by mid-2025.

The Master Agreement also provides the Company with an option to purchase additional miners with a total hash rate of approximately 75.0 EH/s, on the same terms as the initial order.

During the year ended December 31, 2024, the Company entered into an additional purchase order with MicroBT under the Master Agreement to acquire 31,500 air-cooled miners with a total hash rate of 5.9 EH/s for a total purchase price of approximately $ 96.7 million.

This purchase order is in addition to existing purchase options under the Master Agreement.

Delivery of these miners occurred during the year ended December 31, 2024.

During the years ended December 31, 2024 and 2023, we sold 19,817 and 2,700 , underperforming Antminer model S19 XP miners, respectively, for which we recognized losses of $ 17.4 million and $ 5.3 million during the years ended December 31, 2024 and 2023, respectively.

Effective January 1, 2024, as a result of new information about the useful lives of Bitcoin miners, the Company determined the estimated useful life of its Bitcoin miners will be increased from two years to three years .

In making this determination, the Company

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

took into consideration its first-hand experience of miners remaining in service beyond a two-year period, as well as its increased use of immersion-based mining, which the Company anticipates will extend the useful life of miners, due to improved heat removal and reduced exposure to particulates, as compared to traditional air-cooled mining.

For the year ended December 31, 2024, the effect of this change in estimate was a reduction in depreciation expense and an increase in net income of approximately $ 78.3 million, and increases in basic earnings per share of $ 0.28 and diluted earnings per share of $ 0.25 .

Impairment of miners

During the year ended December 31, 2022, adverse changes in business climate, including decreases in the price of Bitcoin and resulting decrease in the market price of miners, indicated that an impairment triggering event had occurred.

Testing performed indicated the estimated fair value of the Company’s miners to be less than their net carrying value as of December 31, 2022, and an impairment charge of $ 55.5 million was recognized, decreasing the net carrying value of the Company’s miners to their estimated fair value.

The estimated fair value of the Company’s miners was classified in Level 2 of the fair value hierarchy due to the quoted market prices for similar assets.

In 2023 , 2024, and 2025, the Company executed purchase orders with MicroBT to acquire U.S.-manufactured miners with a total hash rate of 49.2 EH/s, for a total purchase price of approximately $ 779.5 million, subject to downward adjustment, as provided under the Master Agreement.

Delivery of these miners began in 2023, and all miners under these purchase orders are expected to be received by the second quarter of 2026, with deployment following on an ongoing basis.

During years ended December 31, 2025, 2024, and 2023, the Company sold various miners and mining equipment, for which the Company recognized gains (losses) of $ 2.3 million, $( 17.4 ) million, and $( 5.3 ) million, respectively, and are included in Loss (gain) on sale of equipment in the Consolidated Statements of Operations.

Casualty-related charges (recoveries), net

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As of December 31, 2025, the Company estimated that total damages of $ 10.3 million had been incurred.

During the year ended December 31, 2024, the Company received net insurance recoveries of $ 2.8 million, in addition to the $ 7.5 million recovered during the year ended December 31, 2023, primarily related to the damage incurred at Rockdale Facility.

Recoveries are recognized when they are probable of being received.

During the years ended December 31, 2025, 2024, and 2023, the Company received net insurance recoveries of $ 0.2 million, $ 2.8 million, and $ 7.5 million, respectively, primarily related to the damage incurred at the Rockdale Facility.

Recoveries are recognized when receipt is probable.

Construction in progress

In 2022, the Company initiated development of the Corsicana Facility to expand its Bitcoin Mining capabilities, on a 265 -acre site in Navarro County, Texas, located near the Navarro Switch.

The initial phase of development of the Corsicana Facility involves the construction of immersion-cooled Bitcoin Mining infrastructure, including a high-voltage power substation and electrical and water transmission facilities to supply power and water to the facility.

Operations of this initial phase of the development commenced in April 2024, following energization of the substation.

As of December 31, 2024, the initial phase of Corsicana was complete with deployed Bitcoin Mining infrastructure comprising of four operational buildings, Buildings A1, A2, B1, and B2.

During the year ended December 31, 2023, the Company entered into a purchase agreement to acquire immersion cooling systems for use in Bitcoin Mining facilities developed at the Corsicana Facility.

Delivery and installation of these immersion cooling systems was completed during the year ended December 31, 2024, with miner installation and operations commencing progressively as the systems were installed.

The purchase agreement also provides the Company an option to purchase additional immersion cooling systems from the same manufacturer, on the same terms as the initial order, through December 31, 2025.

During the year ended December 31, 2024, the Company entered into a second purchase agreement to acquire immersion cooling systems from a different manufacturer for use in the Bitcoin Mining facilities at the Corsicana Facility.

Delivery of these immersion cooling systems was completed during the year ended December 31, 2024.

Through December 31, 2024, the Company incurred total costs of approximately $ 415.9 million related to the development of the first phase of the Corsicana Facility (exclusive of miners), including $ 10.1 million paid to acquire the land on which the facility was developed.

Related party land transaction

During the year ended December 31, 2022, the Company began an initiative to provide certain on-site temporary housing for stakeholders, including partners, analysts, stockholders, employees, vendors, and other visitors to the Rockdale Facility, which is located in a relatively remote area of central Texas with limited accommodations for visitors.

During the year ended December 31, 2023, Riot completed its acquisition of property and land for the development of temporary housing from Lyle Theriot (indirectly, through a limited liability company controlled by Mr.

Theriot) for approximately $ 1.1 million, consisting of $ 0.2 million for land and $ 0.9 million for buildings and improvements.

At the time of the transaction, Mr.

Theriot was part of the management team at Riot and was considered a related party of Riot.

The transaction was accounted for as an asset acquisition.

The initial phase of development of the Corsicana Facility involved the construction of immersion-cooled Bitcoin Mining infrastructure, including a high-voltage power substation and electrical and water transmission facilities to supply power and water to the facility.

Operations for this initial phase of the development commenced in April 2024, following energization of the substation.

As of December 31, 2024, the initial phase of the Corsicana Facility, including 400 MW of operational capacity, was complete, with deployed Bitcoin Mining infrastructure comprising of four operational buildings, Buildings A1, A2, B1, and B2.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

2025, deployment of immersion-cooled miners continued in Buildings A1, A2, B1, and B2, and development of the remaining 600 MW of capacity continued.

The Company expects the Corsicana Facility to reach approximately one GW of developed capacity upon full buildout and it is being designed to support high-density compute workloads.

Land acquisitions

During the year ended December 31, 2025, the Company acquired various land parcels totaling approximately 663.1 acres for $ 52.4 million.

The acquired land is located near the Corsicana Facility and the Kentucky Facility and is intended to be used by the Company for future data center application expansion opportunities.

During the year ended December 31, 2025, the Company purchased the land on which the Rockdale Facility is located for a total purchase price of $ 96.0 million.

The land was previously subject to an operating lease (see Note 13.

Upon purchase of the land and derecognition of the associated operating lease asset and liability, the excess of the remaining lease liability balance in excess of the right-of-asset of $ 0.7 million was recognized as a reduction to the carrying value of the purchased land, resulting in an initial carrying value of the land of $ 95.3 million.

Concurrent with the acquisition of the land, the Company entered into a new Water Reservation Agreement for the Rockdale Facility (see Note 17.

Commitments and Contingencies ).

Goodwill and Intangible Assets

The goodwill balance of $ 121.9 million as of December 31, 2024, was attributable to the assembled workforces of experienced personnel at Block Mining and E4A Solutions and synergies expected to be achieved as a result of the Company’s acquisitions.

The goodwill balance of $ 122.5 million and $ 121.9 million as of December 31, 2025 and 2024, was attributable to the assembled workforces of experienced personnel at Block Mining and E4A Solutions and synergies expected to be achieved as a result of the Company’s acquisitions (see Note 3.

Acquisitions) .

During the second quarter of 2022, adverse changes in business climate, including decreases in the price of Bitcoin and increased volatility of equity markets, as evidenced by declines in the market price of the Company’s securities, those of its peers, and major market indices, reduced market multiples and increased weighted-average costs of capital, primarily driven by an increase in interest rates.

Market concerns related to inflation, supply chain disruption issues and other macroeconomic factors were some of the primary causes for these declines.

Additionally, the price of Bitcoin had declined significantly, notably during the second quarter of 2022.

Due to these factors, the Company determined that a triggering event had occurred, and therefore, performed a goodwill impairment assessment as of June 30, 2022.

The valuation of the Company’s reporting units was determined with the assistance of an independent valuation specialist firm using a market approach.

The market approach was based on the Guideline Public Company Method, which is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses.

The selection of comparable businesses was based on the markets in which the reporting units operated, giving consideration to risk profiles, size, geography, and diversity of products and services.

Under the market approach, the Company evaluated the fair value based on trailing and forward-looking earnings and revenue multiples derived from comparable publicly traded companies with similar market position and size as the Company’s reporting units.

The unobservable inputs used to measure the fair value included projected revenue growth rates, the price of Bitcoin, the global Bitcoin network hash rate, the timing of miner shipments under currently executed contracts and their subsequent deployment, and the determination of appropriate market comparison companies.

The trailing-twelve-month and next-twelve-month enterprise value-to-revenue multiples assumed in the analysis ranged from approximately 0.7x to approximately 3.9x.

The resulting estimated fair values of the combined reporting units were reconciled to the Company’s market capitalization, including an estimated implied control premium of approximately 30 %.

The results of the quantitative test indicated the fair value of the reporting units did not exceed their carrying amounts, including goodwill, in excess of the carrying value of the goodwill.

As a result, the entire carrying amount of the goodwill was recognized as a non-cash impairment charge during the year ended December 31, 2022.

The Company did not recognize any impairments of its goodwill during the years ended December 31, 2025, 2024, and 2023.

Finite-lived intangible assets

1 unchanged sentence

Customer contracts

Patent licenses

Finite-lived intangible assets

1 unchanged sentence

The UL listings were recognized as the result of the ESS Metron acquisition which occurred during the year ended December 31, 2021.

During the year ended December 31, 2022, the Company paid $ 9.5 million to license a patent for technology being used in the development of the Corsicana Facility.

The amount paid was amortized over the term of the license, which expired on December 31, 2024.

The patent licenses, which are still being utilized by the Company, were acquired in 2022 and relate to technology being used in the development of the Corsicana Facility.

The patent licenses were fully amortized over the term of the licenses, which expired on December 31, 2024.

Riot Platforms, Inc.

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Customer contracts

Patent licenses

Finite-lived intangible assets

5 unchanged sentences

Power Purchase Agreement

In May 2020, the Company, through its subsidiary, Whinstone, entered into the Rockdale PPA to provide for the delivery of power to its Rockdale Facility, via the nearby Sandow Switch.

Pursuant to the Rockdale PPA, the Company has agreed to acquire a total of 345 MW of long-term, fixed-price power, in multiple blocks, as follows:

130 MW contracted in May 2020, at fixed prices through April 30, 2030;

65 MW contracted in March 2022, at fixed prices through April 30, 2030;

and 150 MW contracted in November 2022, at fixed prices through October 31, 2027.

Additionally, under the Rockdale PPA, the Company has the option to purchase additional power at market prices, as needed.

In May 2020, Whinstone entered into a long-term power purchase agreement (the “Rockdale PPA”) to provide power at fixed prices to the Rockdale Facility, via the nearby Sandow Switch.

Pursuant to the Rockdale PPA, the Company agreed to acquire a total of 345 MW of long-term, fixed-price power, in multiple blocks, as follows:

130 MW contracted in May 2020, through April 30, 2030;

65 MW contracted in March 2022, through April 30, 2030;

and 150 MW contracted in November 2022, through October 31, 2027.

Additionally, the Rockdale PPA allows for the purchase of additional power at market prices, as needed.

Under the Rockdale PPA, the Company may also elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity.

The Company’s power strategy combines participation in Demand Response Services Programs, as described below, participation in ERCOT’s Four Coincident Peak (“4CP”) program, and sales of power, to attempt to manage operating costs most efficiently.

The Company’s power strategy combines participation in Demand Response Services Programs, as defined below, participation in ERCOT’s Four Coincident Peak (“4CP”) program, and sales of power, to attempt to manage operating costs most efficiently.

During the years ended December 31, 2025, 2024, and 2023, the Company earned credits against future power costs in exchange for power resold of approximately $ 56.7 million, $ 33.7 million, and $ 71.2 million, respectively.

2 unchanged sentences

However, because the Company has the ability to offer the power back for sale outside of the Rockdale PPA, rather than taking physical delivery, the Company determined that physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the Rockdale PPA.

Accordingly, the Rockdale PPA (a non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value each reporting period in Derivative asset on the Consolidated Balance Sheets with the change in the fair value recorded in Change in fair

Accordingly, the Rockdale PPA (a non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value each reporting period in Derivative assets on the Consolidated Balance Sheets with the change in the fair value recorded in Change in fair value of derivative assets on the Consolidated Statements of Operations.

The Rockdale PPA is not designated as a hedging

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

value of derivative asset on the Consolidated Statements of Operations.

The Rockdale PPA is not designated as a hedging instrument.

The Facilities Agreement, Demand Response Service Programs, and the 4CP program are not part of the Rockdale PPA, and are therefore not subject to treatment and valuation as a derivative along with Rockdale PPA.

The Facilities Agreement (as defined below), Demand Response Service Programs (as defined below), and the ERCOT 4CP program (the “4CP Program”) are not part of the Rockdale PPA and are therefore not subject to treatment and valuation as a derivative along with Rockdale PPA.

The terms of the Rockdale PPA require margin-based collateral, calculated as exposure resulting from fluctuations in the market cost rate of electricity versus the fixed price stated in the contract.

As of December 31, 2024, the margin-based collateral requirement of the Company was zero .

As of December 31, 2025 and 2024, the margin-based collateral requirement of the Company was zero .

While the Company manages operating costs at the Rockdale Facility in part by periodically selling back unused or uneconomical power, the Company does not consider such actions to be trading activities.

1 unchanged sentence

Concurrently with the Rockdale PPA, Whinstone entered into an interconnection agreement for the extension of delivery system transmission/substation facilities to facilitate delivery of electricity to the Rockdale Facility (the “Facilities Agreement”).

Power costs incurred under the Facilities Agreement are determined every 15 minutes using settlement information provided by ERCOT and are recorded in Cost of revenue on the Consolidated Statements of Operations.

Power costs incurred under the Facilities Agreement were determined every 15 minutes using settlement information provided by ERCOT and recorded in Cost of revenue on the Consolidated Statements of Operations.

During the year ended December 31, 2024, the construction of the interconnection was completed and power costs under the Facilities Agreement are no longer being incurred.

ERCOT has implemented Demand Response Services Programs for customers like the Company that have the ability to reduce or modify electricity use in response to ERCOT instructions or signals.

ERCOT has implemented demand response services programs for customers like the Company that have the ability to reduce or modify electricity use in response to ERCOT instructions or signals (“Demand Response Services Programs”).

These Demand Response Services Programs provide the ERCOT market with valuable grid stability and economic services by helping to preserve system reliability, enhancing competition and load predictability, mitigating price spikes, and stabilizing the grid by encouraging the demand side of the market to give more visibility and control of their power consumption to grid operators.

1 unchanged sentence

The Demand Response Services Programs run concurrent with the Rockdale PPA.

Under these Demand Response Services Programs, the Company can participate in a variety of programs known as “ancillary services” by electing to designate a portion of its available electrical load for participation in such programs on a forward basis.

For each respective Demand Response Services Program, the Company receives compensation based on hourly rates for power and the amount of electrical load which it has bid into the program.

Through ancillary services, the Company competitively bids amongst other market participants to sell ERCOT the ability to control the Company’s electrical load on demand, which requires the Company to remain powered on during the times in which its power is bid into ancillary services, and giving ERCOT the ability to direct the Company to power down the amount of power bid into the program.

Under these Demand Response Services Programs, the Company can participate in various ancillary services by designating a portion of its available electrical load for forward market bidding.

Participation in the Demand Response Services Programs is compensated based on hourly power rates and the volume of load bid into each program.

Through ancillary services, the Company competitively bids among other market participants to sell ERCOT the ability to control the Company’s electrical load on demand.

This requires the Company to remain powered on during the times in which its power is bid into ancillary services, allowing ERCOT the ability to direct the Company to power down the amount of power bid into the program.

The Company receives compensation for its participation in ancillary services whether or not the Company is actually called to power down.

The Company also participates in the 4CP program, which refers to the highest-load settlement intervals in each of the four summer months (June, July, August, and September), during which time, demand for power is typically at its highest across the ERCOT grid.

The Company also participates in the 4CP Program, which refers to the highest-load settlement intervals in each of the four summer months (June, July, August, and September), during which demand for power is typically at its highest across the ERCOT grid.

The 4CP Program participants may voluntarily power down operations during these times and in doing so, reduce the electrical load demand on the ERCOT grid.

Participants that reduce their load in these peak periods receive credits to transmission costs on future power bills during the subsequent year, reducing overall power costs for the year.

As a result of participation in the 4CP program in 2023, the Company’s transmission charges in its ongoing 2024 monthly power bills are substantially reduced.

The 4CP program has an indefinite life.

Participants that reduce their load in these peak periods receive credits toward transmission costs on future power bills for the subsequent year, reducing overall power costs for the year.

As a result of participation in the 4CP Program in 2024, the Company’s ongoing 2025 monthly power bills reflect substantially reduced transmission charges.

The 4CP Program has an indefinite duration.

Corsicana Facility

During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, entered into an agreement with ICE Futures U.S., Inc., a subsidiary of the InterContinental Exchange to access the exchange for the execution of electricity futures contracts.

The Company intends to purchase agreements up to the amount of power used at the Corsicana Facility.

The Company intends to enter into electricity futures contracts up to the amount of power used at the Corsicana Facility.

These financial instruments meet the definition of derivatives, but are not designated as hedging instruments, and will be recognized at fair value, with any gains or losses recognized in Net income (loss) on the Consolidated Statements of Operations.

The Company has entered into the electricity futures contracts to manage electricity price risk and reduce the variability of cash flows associated with purchases of electricity used for the Company’s Bitcoin Mining operations at the Corsicana Facility.

The Company enters into electricity futures contracts to manage electricity price risks and reduce the variability of cash flows associated with purchases of electricity used for the Company’s Bitcoin Mining operations at its Corsicana Facility.

As of December 31, 2025, the Company held outstanding electricity futures contracts for 93,664 MWh with a combined fair value of $ 1.7 million included in Prepaid expenses and other current assets on the Consolidated Balance Sheets.

During the years ended

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2024, the Company held outstanding electricity futures contracts for 26,992 mWh with a combined fair value of $ 0.3 million included in Prepaid expenses and other current assets on the Consolidated Balance Sheets.

During the year ended December 31, 2024, realized and unrealized gains of $ 0.3 million were recognized in Other income (expense) on the Consolidated Statements of Operations.

During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, also entered into a requirements contract with MEMS Industrial Supply (“MEMSIS” or “Mitsui”) under which it will purchase retail power to meet the consumption requirements of the Corsicana Facility.

Electric power will be invoiced by MEMSIS based upon the market price for electric power at the ERCOT North Load Zone, plus a retail adder corresponding to the peak consumption threshold of the Corsicana Facility, and pass through charges (ex., ancillary charges, taxes, congestion, and line loss), based on the actual variable consumption of the Corsicana Facility.

The contract, dated November 12, 2024, has a 3-year term ending November 25, 2027.

December 31, 2025 and 2024, combined realized and unrealized gains of $ 1.4 million and $ 0.3 million, respectively, were recognized in Other income (expense) on the Consolidated Statements of Operations.

During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, also entered into a requirements contract with MEMS Industrial Supply (“MEMSIS”) under which it will purchase retail power to meet the consumption requirements of the Corsicana Facility.

Electric power will be invoiced by MEMSIS based upon the market price for electric power at the ERCOT North Load Zone, plus a retail adder corresponding to the peak consumption threshold of the Corsicana Facility, and pass-through charges (including ancillary charges, taxes, congestion, and line loss), based on the actual variable consumption of the Corsicana Facility.

The contract, dated November 12, 2024, has a three-year term ending November 25, 2027.

Although this contract does not require the supply of power at a fixed price, it allows the parties to enter into fixed-price contracts.

Under the requirements contract with MEMSIS, during the year ended December 31, 2024, Riot and MEMSIS entered into the Corsicana PPA, a 3-year contract (January 1, 2025 through December 31, 2027, but excluding July and August contracts during the period) for a fixed quantity of 25 MW at a fixed price of $ 43.95 per mWh.

The Company determined the Corsicana PPA with MEMSIS meets the definition of a derivative and, accordingly, the Corsicana PPA (a non-hedging derivative contract) is recorded at its estimated fair value each reporting period in Derivative asset on the Consolidated Balance Sheets with the change in the fair value recorded in Change in fair value of derivative asset on the Consolidated Statements of Operations.

Under the requirements contract with MEMSIS, during the year ended December 31, 2024, Riot and MEMSIS entered into the Corsicana PPA, a three-year contract (January 1, 2025 through December 31, 2027, but excluding July and August contracts during the period) for a fixed quantity of 25 MW at a fixed price of $ 43.95 per MWh.

The Company determined the Corsicana PPA meets the definition of a derivative and, accordingly, the Corsicana PPA (a non-hedging derivative contract) is recorded at its estimated fair value each reporting period in Derivative assets on the Consolidated Balance Sheets with the change in the fair value recorded in Change in fair value of derivative assets on the Consolidated Statements of Operations.

The requirements contract is not designated as a hedging instrument.

Kentucky Facility

In April 2021, the Company’s subsidiary, Block Mining, entered into the Kentucky PPA, a long-term power purchase agreement to provide power to one of its locations in Kentucky.

In April 2021, the Company’s subsidiary, Block Mining, entered into the Kentucky PPA to provide power to one of its locations in Kentucky.

Pursuant to the Kentucky PPA, the Company has the ability, but not the obligation, to acquire up to a total of 67 MW of power at one of its facilities through mid-April 2041.

The all-in power rate includes a portion of the total fee that is at a fixed rate and another portion that adjusts annually.

The Company determined the Kentucky PPA does not meet the definition of a derivative because it does not contain a notional amount.

Under the Kentucky PPA, the Company may also elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power back into the MISO grid in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity.

The Company determined the Kentucky PPA does not meet the definition of a derivative because it does not contain any net settlement provisions.

Under the Kentucky PPA, the Company may elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power back into the MISO grid in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity.

The Company’s power strategy combines participation in Demand Response Services Programs and sales of power, to attempt to manage operating costs most efficiently.

Derivative Asset

The following table presents the unobservable inputs used in the valuation of the Derivative asset :

Derivative Assets

The following table presents the unobservable inputs used in the valuation of the Derivative assets :

Valuation Date

4 unchanged sentences

Forward prices (per MWh)

The following table presents changes in the estimated fair value of the Derivative asset :

Balance as of December 31, 2023

Change in fair value of derivative asset:

The following table presents changes in the estimated fair value of the Derivative assets :

Balance as of January 1, 2025

Change in fair value of derivative assets:

Change due to future price curve

2 unchanged sentences

Balance as of December 31, 2025

The estimated fair values of the Rockdale PPA and Corsicana PPA are classified under Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation, which include the fixed price of each block for all 345 MW of power to be delivered per the Rockdale PPA and 25 MW of power to be delivered per the Corsicana PPA, discounted cash flow estimation models containing quoted commodity exchange spot and forward prices in mWh and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Rockdale PPA, which is scheduled to end as of April 30, 2030, and the term of the Corsicana

The estimated fair values of the Rockdale PPA and Corsicana PPA are classified under Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation, which include the fixed price of each block for all 345 MW of power to be delivered per the Rockdale PPA and 25 MW of power to be delivered per the Corsicana PPA, discounted cash flow estimation models containing quoted commodity exchange spot and forward prices in MWh and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Rockdale PPA, which is scheduled to end as of April 30, 2030, and the term of the Corsicana PPA, which is scheduled to end as of December 31, 2027, and a discount rate of 23.7 %.

Actual power usage is not a

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

PPA, which is scheduled to end as of December 31, 2027, and a discount rate of 23.8 %.

Actual power usage is not a variable input in the determination of the fair value as the price and quantity of power to be delivered per the Rockdale PPA and the Corsicana PPA are fixed despite the existence of multiple blocks with separate power amounts.

variable input in the determination of the fair value as the price and quantity of power to be delivered per the Rockdale PPA and the Corsicana PPA are fixed despite the existence of multiple blocks with separate power amounts.

The discount rate reflects the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes, and other similar data obtained from quoted market prices or independent pricing vendors, risk-free rate of return, which is determined from United States Treasury Bond yields, estimated cost of debt, which includes a Moody’s rating, and an equity risk premium based upon market data provided by a global cost of capital service provider.

2 unchanged sentences

Deposits on equipment:

Balance as of December 31, 2023

Balance as of January 1, 2025

Reclassifications to property and equipment

1 unchanged sentence

Security deposits:

Balance as of January 1, 2025

Deposits returned

Balance as of December 31, 2025

Total long-term deposits

Deposits on equipment

During the year ended December 31, 2024, the Company made deposits and advance payments of $ 364.8 million to MicroBT for the purchase of miners and made deposits of $ 77.7 million for the purchases of other property and equipment, primarily consisting of electrical components and immersion tanks used in the development of the Corsicana Facility.

During the year ended December 31, 2024, the Company reclassified $ 540.4 million of deposits made to MicroBT and $ 82.9 million of other deposits to property and equipment in connection with the receipt of the equipment.

During the years ended December 31, 2025 and 2024, the Company made deposits and advance payments of $ 208.0 million and $ 364.8 million, respectively, to MicroBT for the purchase of miners and made deposits of $ 5.6 million and $ 77.7 million, respectively, for the purchases of other property and equipment, primarily consisting of electrical components and immersion tanks used in the development of the Corsicana Facility.

During the years ended December 31, 2025 and 2024, the Company reclassified $ 158.2 million and $ 540.4 million, respectively, of deposits made to MicroBT and $ 7.2 million and $ 82.9 million, respectively, of other deposits to property and equipment in connection with the receipt of the equipment (see Note 7.

Property and Equipment).

Security deposits

During the year ended December 31, 2023, the Company paid $ 23.0 million, all of which remains held as a deposit as of December 31, 2024, as a security deposit in connection with its 215 MW increase to the long-term, fixed-price power secured under the Rockdale PPA, resulting in a total of 345 MW under contract at fixed prices at the Rockdale Facility.

Power Supply Agreements) .

The Company has other security deposits totaling approximately $ 2.6 million for its offices and facilities, including $ 1.8 million associated with its ground lease.

The Company has other security deposits totaling approximately $ 0.9 million for its offices and facilities.

During the year ended December 31, 2025, $ 1.8 million associated with its ground lease was returned to the Company following the Company’s purchase of the land subject to that lease.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Accrued Expenses

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Property and equipment

Power related costs and remittances

Power related costs

Sales and property tax payable

Legal Settlement

Total accrued expenses

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

In December 2024, the Company sold $ 594.4 million aggregate principal of 0.75 % Convertible Senior Notes (the “2030 Notes”).

The following table presents the Company’s outstanding debt:

Outstanding principal:

$50 Million Credit Facility

$20 Million Credit Facility

$200 Million Credit Facility

CPACE Note Payable

Total outstanding principal

Less unamortized debt issuance costs

Current portion of debt

Debt, less current portion

In December 2024, the Company sold $ 594.4 million aggregate principal of the 2030 Notes.

Interest is payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2025.

The notes will mature on January 15, 2030, unless earlier repurchased, redeemed, or converted.

The notes mature on January 15, 2030, unless earlier repurchased, redeemed, or converted.

Until July 15, 2029, the 2030 Notes may be converted at the option of the holder only upon the occurrence of certain events.

1 unchanged sentence

The Company may not redeem the 2030 Notes prior to January 20, 2028, at which time the Company may redeem the 2030 Notes upon the occurrence of certain events.

The Company will settle any conversions of the 2030 Notes by paying or delivering cash, shares of common shares, or a combination of cash and shares of common shares, at the Company’s election.

The 2030 Notes are convertible based upon an initial conversion rate of 67.2767 shares of the Company's common stocks per $ 1,000 principal amount of the 2030 Notes, equivalent to an initial conversion price of approximately $ 14.86 per share of Company common stock.

The Company will settle any conversions of the 2030 Notes by paying or delivering cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election.

The 2030 Notes are convertible based upon an initial conversion rate of 67.2767 shares of the Company's common stock per $ 1,000 principal amount of the 2030 Notes, equivalent to an initial conversion price of approximately $ 14.86 per share of Company common stock.

The conversion rate is subject to adjustment upon the occurrence of certain anti-dilutive events.

The Company incurred $ 15.2 million of issuance costs related to the 2030 Notes, which it will amortize into Interest expense, (income) on the Consolidated Statements of Operations over the term of the 2030 Notes.

The 2030 Notes are recognized as long-term debt on the Consolidated Balance Sheets, net of unamortized debt issuance costs, and as of December 31, 2024, the amount recognized was $ 579.3 million ($ 594.4 million principal less $ 15.1 million of unamortized debt issuance costs).

During the year ended December 31, 2024, the Company recognized $ 0.2 million of amortization of the deferred issuance costs.

The Company incurred $ 15.2 million of issuance costs related to the 2030 Notes, which are amortized into Interest expense, (income) on the Consolidated Statements of Operations over the term of the 2030 Notes.

The 2030 Notes are recognized as long-term debt on the Consolidated Balance Sheets, net of unamortized debt issuance costs.

As of December 31, 2025, the amount recognized was $ 582.2 million ($ 594.4 million principal less $ 12.1 million of unamortized debt issuance costs).

As of December 31, 2024, the amount recognized was $ 579.3 million ($ 594.4 million principal less $ 15.1 million of unamortized debt issuance costs).

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

During the years ended December 31, 2025 and 2024, the Company recognized $ 3.0 million and $ 0.2 million, respectively, of amortization of the deferred issuance costs.

As of December 31, 2025, the 2030 Notes had an estimated fair value of approximately $ 669.6 million.

3 unchanged sentences

In July 2024, the Company entered into a one-year $ 50.0 million Revolving Credit Facility (“$50 Million Credit Facility”).

Revolving Loans borrowed by the Company under the $50 Million Credit Facility carry a per annum interest rate of 1.25 % plus the Secured Overnight Financing Rate.

In May 2025, the Company extended the term of the facility through July 15, 2026.

Revolving Loans borrowed by the Company under the $50 Million Credit Facility may be used for general corporate purposes and carry a per annum interest rate of 1.25 % plus the Secured Overnight Financing Rate.

Letters of Credit issued under the $50 Million Credit Facility have a one-year term and incur fees of 1.25 % per annum on the amount of Letters of Credit outstanding.

Letters of Credit require the issuance of cash collateral by the Company equal to 105 % of the Letter of Credit exposure.

Concurrent with entry into the $50 Million Credit Facility, as required by the agreement, the Company funded the entire $ 50.0 million amount of the credit facility as security into a control account maintained by the lender to serve as collateral.

Concurrent with entry into the $50 Million Credit Facility, as required by the agreement, the Company pledged as security $ 50.0 million in cash collateral, depositing the funds into a control account maintained by the lender.

The balance maintained in the control account is included in Restricted cash on the Consolidated Balance Sheets.

Variable interest, equal to approximately 3.4 % per annum as of December 31, 2025, is earned by the Company on the amount held in the control account.

During the year ended December 31, 2024, the Company issued $ 8.4 million in Letters of Credit against the $50 Million Credit Facility.

During the years ended December 31, 2025 and 2024, the Company recognized interest expense of $ 1.5 million and $ 0.0 million, respectively, related to the $50 Million Credit Facility.

The following is a summary of the activity of revolving line of credit under the $50 Million Credit Facility:

Total revolving credit facility

Revolving loans:

Borrowings outstanding at end of period

Weighted average daily borrowings during the period ended

Maximum daily borrowings during the period ended

Weighted average interest rate during the period ended

Interest rate at end of the period

Letters of credit issued

Total available capacity

$20 Million Credit Facility

In August 2024, the Company entered into a two-year $ 20.0 million Revolving Credit Facility (“$20 Million Credit Facility”).

In August 2024, the Company entered into a two-year $ 20.0 million Revolving Credit Facility (“$20 Million Credit Facility”) expiring on August 2, 2026.

Revolving Loans borrowed by the Company under the $20 Million Credit Facility carry a per annum interest rate of 1.60 % plus the Secured Overnight Financing Rate.

Letters of Credit issued under the $20 Million Credit Facility have a one-year term and incur

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

fees of 1.5 % per annum on the amount of Letters of Credit outstanding.

Letters of Credit issued under the $20 Million Credit Facility have a one-year term and incur fees of 1.5 % per annum on the amount of Letters of Credit outstanding.

Letters of Credit require the issuance of cash collateral by the Company equal to 105 % of the Letter of Credit exposure.

Concurrent with entry into the $20 Million Credit Facility, as required by the agreement, the Company funded the entire $ 20.0 million amount as security into a control account maintained by the lender to serve as collateral.

Concurrent with entry into the $20 Million Credit Facility, as required by the agreement, the Company pledged as security $ 20.0 million in cash collateral, depositing the funds into a control account maintained by the lender.

The balance maintained in the control account is included in Restricted cash on the Consolidated Balance Sheets.

Variable interest, equal to approximately 3.1 % per annum as of December 31, 2025, is earned by the Company on the amount held in the control account.

During the year ended December 31, 2024, the Company did no t issue any Letters of Credit against the $20 Million Credit Facility.

During the years ended December 31, 2025 and 2024, the Company recognized interest expense of $ 0.9 million and $ 0.0 million, respectively, related to the $20 Million Credit Facility.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025 and 2024, the Company had no letters of credit issued under the $20 Million Credit Facility.

The following is a summary of the activity of the revolving line of credit under the $20 Million Credit Facility:

Total revolving credit facility

Borrowings outstanding at end of period (a)

Weighted average daily borrowings during the period ended

Maximum daily borrowings during the period ended

Weighted average interest rate during the period ended

Interest rate at end of the period

$200 Million Credit Facility

On April 22, 2025, the Company entered into a $ 100.0 million credit facility with Coinbase Credit, Inc.

On May 20, 2025, this credit facility was upsized to a total commitment of $ 200.0 million (“$200 Million Credit Facility”).

Under the $200 Million Credit Facility, a multiple drawdown term loan facility in an aggregate principal amount of up to $200 million was made available to the Company.

The Company has fully drawn against the $ 200 Million Credit Facility and intends to use the proceeds to pursue key strategic initiatives and for general corporate purposes.

All amounts borrowed under the $200 Million Credit Facility will bear interest at an annual rate equal to (a) the greater of (i) the federal funds rate on the date of the applicable borrowing, and (ii) 3.25 % , plus (b) 4.50 % .

The $200 Million Credit Facility has a term of one year following commencement, but the Company may request that the maturity date be extended by an additional one-year term, subject to consent by Coinbase Credit.

Amounts borrowed under the $200 Million Credit Facility are secured by a portion of the Company’s total bitcoin holdings.

Such pledged collateral shall not be used by the lender to secure any other loan account.

As of December 31, 2025, 3,977 of the Company’s bitcoin were pledged as collateral to secure the $200 Million Credit Facility.

These bitcoin are recorded in Restricted bitcoin on the Consolidated Balance Sheets.

During the year ended December 31, 2025, the Company recognized interest expense on the $200 Million Credit Facility of $ 13.2 million and $ 1.6 million of amortization of deferred issuance costs.

The interest rate as of December 31, 2025 was 8.3 % .

In February 2026, due to the decline in bitcoin prices, the Company was required to pledge an additional 1,825 bitcoin as collateral, for a total of 5,802 bitcoin pledged.

As part of the Block Mining Acquisition, the Company assumed a $ 5.7 million note payable with a fixed rate of 8.81 % .

The note matures in December 2035, with annual principal and accrued interest payments due beginning on December 31, 2024.

The note matures in December 2035, with annual principal and accrued interest payments due, which began on December 31, 2024.

The following table presents the future minimum principal payments due on the note payable as of December 31, 2025:

1 unchanged sentence

The fair value measurement of the note payable is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy.

The significant assumptions used to estimate fair value of the convertible note as of December 31, 2024, primarily consisted of management’s best estimate of both the probability and timing of a conversion event and an interest rate range of 8.9 % to 10.5 % , which reflected the issuance date spread premium over the selected yield for the remaining time to maturity.

Credit and Security Facility

The Company’s subsidiary, ESS Metron, had a Credit and Security Facility Agreement, as amended, which provided for a $ 10.0 million credit and security facility consisting of a $ 6.0 million revolving line of credit (the “Revolving Line of Credit”) and a $ 4.0 million equipment guidance line (the “Equipment Guidance Line”).

The Revolving Line of Credit matured in December 2024 and had interest due monthly and principal due at maturity.

Upon maturity, the Revolving Line of Credit was not renewed or extended.

All amounts borrowed under the Revolving Line of Credit carried a variable interest of not less than 4.0 % and were secured by the assets of ESS Metron.

There were no borrowings under the Revolving Line of Credit during the year ended December 31, 2024.

As of December 31, 2023, the outstanding balance on the Revolving Line of Credit was $ 0 .

The Equipment Guidance Line also matured in December 2024 and permitted the Company to finance up to 80.0 % of certain equipment purchases.

Upon maturity, the Equipment Guidance Line was not renewed or extended.

All amounts borrowed under the Equipment Guidance Line carried a variable interest of not less than 4.0 % and were secured by the assets of ESS Metron.

During the year ended December 31, 2024, there were no borrowings under the Equipment Guidance Line and approximately $ 0.5 million outstanding under the Equipment Guidance Line converted to a fixed rate term loan (see below).

A s of December 31, 2023, the outstanding balance on the Equipment Guidance Line was $ 0.5 million.

All borrowings and accrued interest under the Equipment Guidance Line converted to fixed rate term loans every six months, which had either five-year terms for borrowings used to acquire vehicles and manufacturing equipment (“Manufacturing Term Loans”) or three-year terms for borrowings of equipment other than vehicles and manufacturing equipment (“Equipment Term Loans”).

The Manufacturing Term Loans made upon the first conversion of guidance line loans carried interest at a fixed rate equal to the five-year treasury rate plus 2.5 % as of conversion and the Equipment Term Loans made upon the first conversion of guidance line loans carried interest at a fixed rate equal to the three-year treasury rate plus 2.5 % as of conversion.

All subsequent conversions to Manufacturing Term Loans and Equipment Term Loans carried interest at a fluctuating rate equal to the lender’s prime rate.

The significant assumptions used to estimate fair value of the convertible note as of December 31, 2025 , primarily consisted of an interest rate range of 8.9 % to 10.5 % , which reflected the issuance date spread premium over the selected yield for the remaining time to maturity.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

During the year ended December 31, 2024, approximately $ 0.5 million outstanding under the Equipment Guidance Line was converted into a three-year Equipment Term Loan with a fixed interest rate of 6.6 %.

The outstanding Equipment Term Loan principal of $ 0.8 million was paid in full during the year ended December 31, 2024.

As of December 31, 2023, the outstanding balance on the Equipment Term Loan was $ 0.3 million.

As of December 31, 2024, the Company had operating leases primarily for its various offices, the manufacturing facilities of ESS Metron and E4A Solutions, a ground lease for the Rockdale Facility, and the Kentucky Facility data center, all of which expire on various dates through January 2032.

During the year ended December 31, 2024, the Company acquired an operating lease of a data center in Calvert City, Kentucky as part of the Block Mining Acquisition and an office and commercial space in Houston, Texas as part of the E4A Solutions Acquisition.

Acquisitions .

Subsequent to the Block Mining Acquisition, the data center lease capacity was further expanded and the term of the expanded lease was extended from three years to five years .

During the year ended December 31, 2022, the Company executed an amendment to the ground lease for the Rockdale Facility to add a second 100-acre tract of land, adjacent to the land subject to the original ground lease, for an additional $ 0.9 million in annual payments.

The term of the amended lease is scheduled to expire on January 31, 2032, followed by three ten-year renewal periods at the Company’s option, unless terminated earlier.

Concurrent with the amendment to the ground lease, the Company extended the term of its Water Reservation Agreement for the Rockdale Facility (see Note 17.

Commitments and Contingencies ).

Operating Leases

As of December 31, 2025, the Company had operating leases primarily for its various offices, the manufacturing facilities of ESS Metron and E4A Solutions, and the Kentucky Facility, all of which expire on various dates through July 2035.

During the year ended December 31, 2025, the Company purchased the Rockdale Facility that was previously subject to a ground lease, resulting in the termination of the ground lease and derecognition of the associated operating lease right-of-use asset of $ 10.4 million and operating lease liability of $ 11.2 million.

As of December 31, 2025 and 2024, operating lease right-of-use assets were $ 26.7 million and $ 27.5 million, respectively, and operating lease liabilities were $ 26.0 million and $ 28.5 million, respectively.

Finance Lease

During the year ended December 31, 2025, the Company entered into a lease for equipment located at the Kentucky Facility.

Title to the leased equipment will transfer to the Company at the conclusion of the lease, which expires on December 31, 2029.

As of December 31, 2025, the finance lease right-of-use asset was $ 3.4 million and there was no remaining finance lease liability.

The following table presents the components of the Company’s lease expense.

Ground and facilities lease expenses are included in Cost of revenue and office lease expenses are included in Selling, general, and administrative on the Consolidated Statements of Operations:

Ground and facilities lease expenses are included in Cost of revenue , office lease expenses are included in Selling, general, and administrative , and finance leases are amortized into Depreciation and amortization on the Consolidated Statements of Operations:

Years Ended December 31,

Finance lease cost:

Amortization of right-of-use assets

Operating lease cost

Variable lease cost

Operating lease expense

Total lease expense

The following table presents supplemental lease information:

Years Ended December 31,

Operating leases net operating cash outflows

Right-of-use assets exchanged for new operating lease liabilities

New right-of-use assets associated with finance leases

Weighted-average remaining lease term – operating leases

15 unchanged sentences

The 0 % Series B Convertible Preferred Stock is also subject to beneficial ownership limitations and conversion limitations.

During the year ended December 31, 2022, the remaining 2,199 shares outstanding of the Company’s 0 % Series B Convertible Preferred Stock were converted to 2,199 shares of its common stock.

As of December 31, 2025 and 2024, no shares of the Company’s 0 % Series B Convertible Preferred Stock were outstanding.

3 unchanged sentences

Upon liquidation, dissolution or winding-up, holders of common stock are entitled to share ratably in the net assets legally available for distribution after payment of all debts and other liabilities, subject to any preferential rights of the holders of preferred stock, if any.

ATM Equity Offerings

During the year ended December 31, 2025, approximately 1.5 million shares of common stock vested or were issued to the Company’s board of directors, officers, employees, and advisors in settlement of an equal number of fully vested restricted stock awards (“RSAs”) or restricted stock units (“RSUs”) awarded to such individuals by the Company under the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Equity Incentive Plan”).

The Company withheld approximately 0.3 million of these shares, with a fair value of approximately $ 4.3 million, to cover taxes related to the settlement of these vested RSAs and RSUs, as permitted by the 2019 Equity Incentive Plan.

2025 ATM Program

In December 2025, the Company established the 2025 ATM Program, under which it could offer and sell up to $ 500.0 million in shares of the Company’s common stock.

During the year ended December 31, 2025, no shares were sold under the 2025 ATM Program and, as of December 31, 2025, all $ 500.0 million in shares of the Company’s common stock were available for sale.

August 2024 ATM Program

In August 2024, the Company established the August 2024 ATM Program, under which it could offer and sell up to $ 750.0 million in shares of the Company’s common stock.

During the year ended December 31, 2025, the Company received net proceeds of approximately $ 207.7 million ($ 212.7 million of gross proceeds, net of $ 5.0 million in commissions and expenses), from the sale of 16,748,832 shares of its common stock at a weighted average fair value of $ 12.70 under the August 2024 ATM Program.

Effective December 30, 2025, the Company terminated the prior sales agreement, dated as of August 9, 2024, associated with the August 2024 ATM Program.

There were no costs or payments associated with the early termination.

No additional shares of common stock will be offered or sold under the August 2024 ATM Program.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

During the year ended December 31, 2024, the Company received net proceeds of approximately $ 380.0 million ($ 387.8 million of gross proceeds, net of $ 7.8 million in commissions and expenses), from the sale of 41,336,261 shares, of its common stock at a weighted average fair value of $ 9.38 per share, under the August 2024 ATM Program.

As of December 31, 2024, approximately $ 362.2 million of shares of the Company’s common stock were available for sale under the August 2024 ATM Program.

February 2024 ATM Program

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With the sale and issuance of those shares, no additional shares of common stock will be offered or sold under the February 2024 ATM Program.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

2023 ATM Program

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During the year ended December 31, 2024, the Company received net proceeds of approximately $ 114.9 million ($ 117.3 million of gross proceeds, net of $ 2.4 million in commissions and expenses) from the sale of 8,644,100 shares of its common stock at a weighted average fair value of $ 13.57 per share under the 2023 ATM Program.

With the sale and issuance of those shares, no additional shares of common stock will be offered or sold under the 2023 ATM Program.

During the year ended December 31, 2023, the Company received net proceeds of approximately $ 571.6 million ($ 583.3 million of gross proceeds, net of $ 11.7 million in commissions and expenses) from the sale of 45,758,400 shares of its common stock at a weighted average fair value of $ 13.07 per share under the 2023 ATM Program.

2022 ATM Program

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With the sale and issuance of these shares, all $ 500.0 million in shares of the Company’s common stock available for sale under its 2022 ATM Program had been issued.

Under the terms of the August 2024, February 2024, 2023, and 2022 ATM Programs, the Company only issued shares of its common stock.

During the year ended December 31, 2021, the Company issued warrants to XMS Capital Partners, LLC as partial payment for its advisory services in connection with the acquisition of Whinstone.

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2025 Transactions

During the year ended December 31, 2025, approximately 3.5 million shares of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, and net of tax withholding, were issued.

The Company withheld approximately 0.3 million shares of the common stock issued upon vesting, with a fair value of approximately $ 4.3 million, to cover the withholding taxes

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

related to the settlement of these vested restricted stock awards, as permitted by the 2019 Equity Incentive Plan.

Stock-Based Compensation , for a complete description of the 2019 Equity Incentive Plan.

During the year ended December 31, 2025, the Company issued approximately 7.0 million shares with a value of $ 49.0 million as consideration for the acquisition of certain assets in the Rhodium Settlement (see Note 3.

Acquisitions ).

2024 Transactions

During the year ended December 31, 2024, the Company increased its authorized shares of common stock from 340.0 million shares to 680.0 million shares.

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The Company withheld approximately 1.1 million shares of the common stock issued upon vesting, with a fair value of approximately $ 11.6 million, to cover the withholding taxes related to the settlement of these vested restricted stock awards, as permitted by the 2019 Equity Incentive Plan.

Stock-Based Compensation , for a complete description of the 2019 Equity Incentive Plan.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

In June 2024, the Company’s stockholders approved the Sixth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 15.0 million shares.

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During the year ended December 31, 2023, the indemnification period ended and all 70,165 of the withheld shares were issued to the ESS Metron sellers.

2022 Transactions

During the year ended December 31, 2022, the Company increased its authorized shares of common stock from 170.0 million shares to 340.0 million shares.

During the year ended December 31, 2022, approximately 1.8 million shares of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, and net of tax withholding, were issued.

The Company withheld approximately 0.7 million shares of the common stock issued upon vesting, with a fair value of approximately $ 10.1 million, to cover the withholding taxes related to the settlement of these vested restricted stock units, as permitted by the 2019 Equity Incentive Plan.

During the year ended December 31, 2022, 2,199 shares of the Company’s 0 % Series B Convertible Preferred Stock were converted into 2,199 shares of its common stock, leaving no shares outstanding.

In July 2022, the Company’s stockholders approved the Third Amendment to its 2019 Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 10.0 million shares .

Stock-Based Compensation

The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and advisors of the Company in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), or stock options, all of which settle in shares of the Company’s common stock upon vesting.

The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and advisors of the Company in the form of RSAs, RSUs, or stock options, all of which settle in shares of the Company’s common stock upon vesting.

In July 2023, the Company adopted a new long-term incentive program under its 2019 Equity Incentive Plan, under which employees are eligible to receive performance-based RSAs or RSUs and service-based RSAs or RSUs.

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The service-based awards are eligible to vest in one-third annual installments over a three-year service period commencing on the award’s grant date, subject to the recipient’s continuous employment with the Company through the applicable vesting dates.

As of December 31, 2024, the Company had 14,666,096 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025, the Company had 10,337,176 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

The following table presents the Company’s stock-based compensation expense by category:

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Service-based stock awards and units

Stock options

Total stock-based compensation

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Performance-Based Awards and Units

Performance-based RSAs and RSUs and units are eligible to vest over a three-year performance period based on the Company’s TSR as compared to the performance of the Index TSR.

Performance-based RSAs and RSUs are eligible to vest over a three-year performance period based on the Company’s TSR as compared to the performance of the Index TSR.

The following table presents a summary of the activity of the performance-based RSAs:

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Balance as of January 1, 2025

( 3,149,956 )

Balance as of December 31, 2025

During the year ended December 31, 2023, the Company granted 2,076,340 with a grant-date fair value of $ 36.3 million.

During the year ended December 31, 2024, the Company granted 18,089,198 performance-based RSAs with a grant date fair value of $ 224.1 million.

During the year ended December 31, 2023, the Company granted 2,076,340 performance-based RSAs with a grant-date fair value of $ 36.3 million.

As of December 31, 2025, there was approximately $ 73.9 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.9 years.

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During the year ended December 31, 2024, the Company granted 1,522,612 performance-based RSUs with a grant date fair value of $ 17.4 million.

During the year ended December 31, 2022, the Company granted 1,412,299 performance-based RSUs with a grant date fair value of $ 15.1 million and all outstanding performance-based RSUs were converted into performance-based RSAs.

During the year ended December 31, 2023, the Company granted 246,426 performance-based RSUs with a grant date fair value of $ 4.8 million.

As of December 31, 2025, there was approximately $ 5.7 million of unrecognized compensation cost related to the performance-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.9 years.

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Service-Based Awards and Units

Service-based awards vest over a one , two , and three-year service periods.

Service-based awards vest over one , two , and three-year service periods.

The following table presents a summary of the activity of the service-based RSAs:

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( 1,313,243 )

( 6,077,072 )

Balance as of December 31, 2025

During the year ended December 31, 2023, the Company awarded 1,313,925 service-based RSAs with a grant date fair value of $ 20.3 million.

During the year ended December 31, 2022, the Company awarded 10,310,115 service-based RSAs with a grant date fair value of $ 69.4 million.

During the year ended December 31, 2024, the Company granted 8,172,345 service-based RSAs with a grant date fair value of $ 81.9 million.

During the year ended December 31, 2023, the Company granted 1,313,925 service-based RSAs with a grant date fair value of $ 20.3 million.

As of December 31, 2025, there was approximately $ 24.7 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.5 years.

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Balance as of December 31, 2025

During the year ended December 31, 2023, the Company awarded 155,213 service-based RSUs with a grant date fair value of $ 3.0 million.

During the year ended December 31, 2022, the Company awarded 922,552 service-based RSUs with a grant date fair value of $ 6.4 million and all outstanding service-based RSUs were converted into service-based RSAs.

During the year ended December 31, 2024, the Company granted 294,608 service-based RSUs with a grant date fair value of $ 2.9 million.

During the year ended December 31, 2023, the Company granted 155,213 service-based RSUs with a grant date fair value of $ 3.0 million.

As of December 31, 2025, there was approximately $ 1.9 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.3 years.

Stock Options

In June 2025, the Company granted approximately 1.2 million performance-based stock option awards under the 2019 Equity Incentive Plan.

The stock option awards are eligible to vest in one-third increments upon meeting certain specified data center development-based EBITDA milestones through December 31, 2029.

The vesting of all options is contingent upon continued service with the Company through each of the applicable milestones.

All vested options are exercisable through December 31, 2030.

As of the grant date, the fair value per share underlying each stock option award was $ 5.99 and the total fair value of all options granted was approximately $ 7.0 million.

T he total fair value is recognized ratably as stock-based compensation expense for each performance milestone over its implied service period, based on the estimated probability of achieving such milestone, through December 31, 2029.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

The Company estimated the fair value of the stock option awards on the date of grant using the Black-Scholes option-pricing model, utilizing the following inputs:

● The grant date exercise price/strike price of $ 8.07 , equal to the closing market price of the Company’s common stock on the date of the grant;

● An expected award term of approximately five years determined using the simplified method, which uses the midpoint between the vesting period and the contractual term;

● Contractual term of approximately five years based on the expiration date of vested awards;

● A risk-free rate of 3.93 % based on U.S.

Treasury yields over the expected life of the options granted;

● Expected volatility of future equity of 94.7 % based on the average of the Company’s own historical volatility over the past five years and the implied volatility over the five-year term.

The following table presents a summary of the activity of the stock options:

Number of Options

Exercise Price

Balance as of January 1, 2025

Balance as of December 31, 2025

As of December 31, 2025, there was approximately $ 6.1 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 4.0 years.

The weighted average remaining contractual term of the options is approximately 5.0 years.

The intrinsic value of the stock options was approximately $ 5.4 million.

The intrinsic value is calculated as the difference between the Company’s closing stock price of $ 12.67 on December 31, 2025, and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holder, had the holder been able to exercise the options on December 31, 2025.

Subsequent Awards

In January 2026, the Company granted 5.1 million performance-based RSAs.

The awards are eligible to vest, if at all, over a three-year performance period based on the Company’s TSR as compared to the Index TSR through December 31, 2028.

The TSR Awards have a vesting range of 0 % to 200 % of the recipient’s target award, which is calculated based on the difference between the Company’s TSR and the Index TSR over the three-year performance period, subject to the recipient’s continuous employment with the Company through the third anniversary of the award’s grant date.

The awards have an aggregate grant date fair value of approximately $ 45.7 million.

In January 2026, the Company granted 2.5 million service-based RSAs.

These awards are eligible to vest in one-third annual installments over a three-year service period commencing on the award’s grant date, subject to the recipient’s continuous employment with the Company through the applicable vesting dates.

The awards have an aggregate grant date fair value of $ 32.3 million.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Fair Value Measurements

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observable inputs

Equity method investment - marketable securities (b)

Convertible note (b)

Derivative asset (c)

Contingent consideration liabilities (d)

Restricted bitcoin (a)

Derivative assets (b)

Contingent consideration liabilities (c)

Fair value measured as of December 31, 2024

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observable inputs

Convertible note (b)

Derivative asset (c)

Contingent consideration liability (d)

Derivative assets (b)

Contingent consideration liabilities (c)

Equity method investment - marketable securities (d)

Convertible note (d)

(a) See Note 5.

(b) See Note 9.

Power Supply Agreements

(d) See Note 17.

Commitments and Contingencies

(d) See Note 6.

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.

Assets and liabilities not measured at fair value on a recurring basis:

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis.

Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows.

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a nonrecurring basis.

The Company’s non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows.

These assets are recorded at fair value only when an impairment charge is recognized.

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Miners and mining equipment

During the years ended December 31, 2024 and 2023, the Company paid a total of $ 555.9 million in deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described herein.

The remaining commitment of approximately $ 1.0 million due as of December 31, 2024, was paid in January 2025.

Through December 31, 2025, the Company paid a total of $ 779.9 million in deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described in Note 7.

Property and Equipment .

As of December 31, 2025, the Company had a remaining commitment of $ 29.4 million for the purchase of miners, which is expected to be paid through the first half of 2026.

Infrastructure

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The Company expects to incur these costs throughout 2026.

In January 2026, the Company entered into an agreement for the purchase of electrical equipment for approximately $ 67.2 million.

The equipment is expected to be delivered through 2027, with payment due upon delivery.

Operating leases

The Company leases its primary office locations and Kentucky Facility data center and has a ground lease for its Rockdale Facility under noncancelable lease agreements that expire on varying dates through 2032.

The Company leases its primary office locations and the Kentucky Facility under non-cancelable lease agreements that expire on varying dates through 2032.

For additional information see Note 13.

Water reservation agreement

The Company has a water reservation agreement, as amended, with the lessor of its ground lease to secure a certain quantity of non-potable water from a nearby lake to be used by the Company at the Rockdale Facility.

During the year ended December 31, 2025, in conjunction with the purchase of the Rockdale Facility land (see Note 7.

Property and Equipment ), the Company entered into a water reservation agreement to secure a certain quantity of non-potable water from a nearby lake to be used by the Company at the Rockdale Facility.

The water reservation agreement runs through January 2049 and requires annual payments of approximately $ 1.4 million.

The Company concluded that the water reservation agreement was not a lease or a derivative instrument.

Because the Company obtained an additional right of use for the reserved water amount, and the charges were increased by a standalone price commensurate with the additional water use rights and at market rates, the water reservation agreement was determined to be a lease modification accounted for as a separate contract.

As such, the fees of the water reservation agreement were excluded from the lease payments of the ground lease and the water reservation agreement was accounted for as a separate executory contract.

The Company had a previous water agreement associated with its ground lease to supply water to the Rockdale Facility.

That agreement was terminated upon the purchase of the land by the Company and termination of the ground lease.

Contingent consideration liabilities

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Acquisitions ).

This contingent consideration was recognized as the acquisition date fair value of $ 26.1 million and is recognized on the Consolidated Balance Sheets in Contingent consideration liabilities, current portion.

The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy.

This contingent consideration had an acquisition date fair value of $ 26.1 million.

As of December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $ 6.2 million, recognized on the Consolidated Balance Sheets in Contingent consideration liabilities, current portion.

The fair value measurement as of December 31, 2025, is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy.

These inputs include management’s best estimate of both the probability and timing of achieving the milestones, a risk-free interest rate of approximately 5 % based on the U.S.

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This credit rating was selected based on an independently-produced synthetic credit rating analysis.

As of December 31, 2024, the Block Mining contingent consideration had an estimated fair value of $ 23.6 million.

As of December 31, 2024, the Block Mining Acquisition contingent consideration had an estimated fair value of $ 23.6 million.

E4A Solutions

As part of the E4A Solutions Acquisition, the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ Adjusted EBITDA, calculated as 2.65 times the amount the average adjusted EBITDA exceeds the Earnout threshold, as defined in the purchase agreement, during the two years ending December 31, 2026, payable in cash or Riot common stock at the Company’s discretion.

This contingent consideration was recognized as the acquisition date fair value of $ 2.6 million and is recognized on the Consolidated Balance Sheets in Contingent consideration liabilities, less current portion.

The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy .

These inputs include management’s best estimate of both the probability and timing of achieving the milestones, a risk-free interest rate of

As part of the E4A Solutions Acquisition, the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ adjusted EBITDA, calculated as 2.65 times the amount the average adjusted EBITDA exceeds the established earn-out threshold during the two years ending December 31, 2026, payable in cash or Riot common stock at the Company’s discretion.

This contingent

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

approximately 4.25% based on the U.S.

consideration was recognized as the acquisition date fair value of $ 2.6 million.

As of December 31, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $ 2.0 million.

It is recognized at fair value on the Consolidated Balance Sheets in Contingent consideration liabilities, less current portion.

The fair value measurement as of December 31, 2025 is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy .

These inputs include management’s best estimate of both the probability and timing of achieving the milestones, risk-free rates ranging from 3.5 % to 3.6 % based on the U.S.

Treasury rate for the corresponding time periods and a credit spread of approximately 1.9 % based on the median of investment grade and high yield debt instruments with a Standard & Poor’s BB- credit rating.

This credit rating was selected based on an independently-produced synthetic credit rating analysis.

As of December 31, 2024, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $ 2.6 million.

In February 2021, the State of Texas experienced an extreme and unprecedented winter weather event that resulted in prolonged freezing temperatures and caused an electricity generation shortage that was severely disruptive to the whole state.

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The fair value of the settlement agreement was estimated and recognized as an asset as part of acquisition accounting.

As part of the acquisition of Whinstone, the Company is obligated to pay the seller up to $ 86.0 million, net of income taxes, (undiscounted) of additional consideration if certain power credits are received or realized by the Company arising from the February 2021 weather event.

As part of the acquisition of Whinstone, the Company was obligated to pay the seller up to $ 86.0 million, net of income taxes, (undiscounted) of additional consideration if certain power credits are received or realized by the Company arising from the February 2021 weather event.

Upon the acquisition of Whinstone, the estimated fair value of the contingent consideration was approximately $ 83.0 million.

The estimated fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

The estimated fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement.

Upon the acquisition of Whinstone, the Company estimated the fair value of the contingent consideration using a discounted cash flow analysis, which included estimates of both the timing and amounts of potential future power credits.

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Although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period.

Approximately $ 1.2 million of remaining future power credits to be received are estimated to be received over a period of 12 years .

The Company determined the value of the contingent consideration as of December 31, 2024, using a discount rate of approximately 8.0 % , which was based on the factors above, including the recent increase in interest rates.

As of December 31, 2024, approximately $ 1.2 million of remaining future power credits were expected to be received.

As of December 31, 2025, the Company believes approximately all credits have been received and the associated remaining contingent consideration asset and liability balances as of December 31, 2025 are zero .

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

The following table presents the changes in the estimated fair value of the Company’s contingent consideration liabilities:

Balance as of December 31, 2023

Block Mining Acquisition

E4A Solutions Acquisition

Balance as of January 1, 2025

Change in contingent consideration

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Balance as of December 31, 2025

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023 the change in fair value of the contingent consideration was $ 2.5 million and less than $ 0.1 million.

Contingencies

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In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by us on the Consolidated Balance Sheets.

If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then we disclose the range of possible loss.

If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then we disclose the range of possible loss.

Costs related to the defense of such claims are recorded by us as they are incurred.

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On the basis of current information, we do not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits and proceedings to which we are subject to either individually, or in the aggregate.

Intellectual Property Disputes

Malikie Innovations Patent Dispute

On December 12, 2025, Malikie Innovations Ltd.

(“Malikie”) and Key Patent Innovations Ltd.

(together with Malikie, the “Plaintiffs”) filed suit against the Company, Foundry Digital LLC, Fortitude Mining, LLC, and Cipher Mining Inc.

(collectively, the “Defendants”) in the United States District Court for the Western District of Texas in the case captioned 7:25-CV-00567.

The Plaintiffs allege that the Defendants’ Bitcoin transactions infringe on certain patents owned by the Plaintiffs and seek injunctive relief and an unspecified amount of damages, including pre and post-judgment interest.

The Company has engaged counsel and is working with its counsel to evaluate and defend the Company from this infringement claim.

The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.

Green Revolution Cooling Patent Dispute

On March 22, 2024, GRC filed a complaint against the Company in Case No.

6:24-CV-152 in the Western District of Texas for patent infringement.

On March 22, 2024, Green Revolution Cooling, Inc.

(“GRC”) filed a complaint against the Company in the Western District of Texas (Case No.

6:24-CV-152), for patent infringement.

More specifically, GRC has alleged that the immersion cooling systems provided to the Company by third parties infringe GRC’s U.S.

9,992,914 (the “’914 Patent”) and 10,123,463 (the “’463 Patent”).

In the complaint, GRC seeks unspecified damages and an injunction against all products that allegedly infringe the ’914 Patent and the ’463 Patent (or in lieu of an injunction, an award of a compulsory forward royalty).

The Company has engaged counsel and is working with its counsel to evaluate and defend the Company from this infringement claim.

While a preliminary investigation of GRC’s claims is underway, the Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.

Northern Data Working Capital Disputes

On September 7, 2022, the Company filed a complaint against Northern Data AG (“Northern Data”) in the Delaware Court of Chancery (Case No.

2022-0792-LWW) disputing the purchase price of Whinstone and seeking declaratory relief and specific performance of the stock purchase agreement.

On March 31, 2023, the parties filed a stipulation agreeing to dismiss all claims without prejudice and to submit the dispute for final determination to an independent accountant.

The Company placed approximately $ 29.5 million in escrow pending the final determination of the independent accountant, and, on June 9, 2023, the independent accountant rendered a written final determination finding in favor of the Company on disputed issues totaling approximately $ 27.1 million.

Accordingly, approximately $ 27.1 million of the escrowed amount was released from escrow and distributed to the Company on June 13, 2023, with the remaining approximately $ 2.4 million held in escrow allocated to Northern Data.

As a result, the Company recognized a Deferred gain on acquisition post-close dispute settlement of $ 26.0 million on the Condensed Consolidated Balance Sheets.

Following the final determination, Northern Data filed a complaint against the Company in the Delaware Court of Chancery (the “Chancery Court”) on June 23, 2023 (Case No.

2023-0650-LWW) challenging the independent accountant’s written final determination and seeking to re-litigate the purchase price adjustment process.

The Company contests the legal and factual basis of Northern Data’s claims and filed a motion to dismiss the complaint on July 17, 2023, which the Chancery Court heard on February 13, 2024.

The Chancery Court denied the motion to dismiss on May 17, 2024, at which time the court advised the parties that summary judgment briefing after focused discovery may be a worthwhile endeavor.

Both the Company and Northern Data moved for summary judgment on November 6, 2024.

On February 17, 2025, the Chancery Court heard the parties motions for summary judgment and took the matter under advisement.

The Chancery Court has not yet issued a ruling on the motions.

While the Company intends to vigorously oppose such complaint, the Company cannot accurately predict the outcome of the ongoing litigation, estimate the magnitude of such outcome, or forecast when such litigation will be resolved, at this time .

GRC seeks monetary damages through the time of trial, in excess of $ 52.0 million.

GRC also seeks an injunction against using all products that allegedly infringe the ’914 Patent and the ’463 Patent, or in lieu of an injunction, an award of a compulsory post-trial royalty of $ 0.01 per kWh of power used by the immersion cooled buildings.

This matter is currently set for trial in the Western District of Texas on April 13, 2026.

The Company’s counsel is defending the Company from this infringement claim and has filed a motion for summary judgment on GRC’s infringement claims, along with other motions.

The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.

Riot Platforms, Inc.

1 unchanged sentence

Legacy Hosting Customer Disputes

On May 2, 2023, Whinstone filed a petition against Rhodium 30MW, LLC (“Rhodium 30MW”), Rhodium JV, LLC (“Rhodium JV”), Air HPC LLC (“Air HPC”), and Jordan HPC, LLC (“Jordan HPC” and, together with Rhodium 30MW, Rhodium JV, and Air HPC, collectively, the “Defendants”) in Case No.

CV41873 in the 20th District Court (the “District Court”) of Milam County, Texas.

In its amended petition filed May 3, 2023, Whinstone asserted breach of contract claims for Rhodium JV and Air HPC’s failure to pay certain hosting and service fees under the now-terminated Whinstone-Rhodium hosting agreements (“Hosting Agreements”) and sought a declaration regarding the rights and obligations under certain hosting agreements with the Defendants and that no power credits are owed to any Rhodium entity under any agreement.

Whinstone sought recovery of more than $ 26 million, plus reasonable attorneys’ fees and costs, expenses, and pre- and post-judgment interest.

On June 12, 2023, Defendants answered and, along with non-parties Rhodium Encore LLC, Rhodium 2.0 LLC, and Rhodium 10mw LLC (collectively, the “Rhodium Non-Parties” and, together with Defendants, collectively, “Rhodium”), filed contingent counterclaims for breach of contract and moved to compel arbitration for alleged unpaid energy sale credits and lost profits.

On August 14, 2023, Whinstone filed a second amended petition to include a declaration regarding the rights and obligations under the now-terminated water agreement between Whinstone and various Rhodium entities.

On September 13, 2023, the District Court compelled Whinstone’s claims against Defendants to arbitration over Whinstone’s objection and stayed the lawsuit pending such arbitration.

On December 11, 2023, Rhodium submitted an arbitration demand to the American Arbitration Association (“AAA”), seeking damages and specific performance of unspecified contracts.

Rhodium amended its demand on June 4, 2024 to include additional claims and disclosed it seeks at least $ 67 million in damages.

Whinstone does not believe Rhodium’s claims have any merit, and will vigorously contest such claims, as appropriate.

Whinstone objected to the AAA’s jurisdiction and authority to entertain the claims and decide any issues of arbitrability.

Subject to those objections, Whinstone submitted counterclaims to the AAA on December 29, 2023 against Rhodium JV and Air HPC for breach of contract, seeking recovery of at least $ 20 million in past-due revenue share payments, plus reasonable attorneys’ fees and costs, expenses, and pre- and post-judgment interest.

After a permanent arbitrator was appointed and written discovery commenced, Rhodium filed for bankruptcy protection on August 24, 2024 and August 29, 2024 in a now jointly administered proceeding styled In re:

Rhodium Encore LLC, et al.

24-90448 (ARP), in the United States Bankruptcy Court for the Southern District of Texas—Houston Division (the "Bankruptcy Court").

Therein, Rhodium filed a motion to assume the Hosting Agreements, and the Bankruptcy Court set a contested hearing on the matter for November 12-29, 2024.

On October 3, 2024, Whinstone filed a motion for partial summary judgment and on October 16, 2024, Rhodium filed its own motion for partial summary judgment.

The Bankruptcy Court denied both motions on November 8, 2024.

From November 11, 2024 to November 14, 2024, the Bankruptcy Court heard phase one of Rhodium's Motion to Assume, which the Court granted in an interim order on December 16, 2024.

Phase two of Rhodium’s Motion to Assume is set for February 26, 2025.

The Company anticipates appealing the Bankruptcy Court’s decision and cannot reasonably predict the outcome of such ongoing proceedings, or the magnitude of such an outcome, at this time.

On February 11, 2025, Rhodium Encore LLC, Rhodium JV LLC, Rhodium 30MW LLC, Rhodium 2.0 LLC, Rhodium 10MW LLC, Air HPC LLC, Jordan HPC LLC, Rhodium Industries LLC and Rhodium Renewables LLC (collectively, "Plaintiffs") filed a complaint against Riot and Whinstone in the United States Bankruptcy Court for the Southern District of Texas, Houston Division.

Plaintiffs allege damages for breach of contract and tortious interference, and requests an application for permanent injunctive relief seeking more than $300 million in damages.

Riot and Whinstone believe Plaintiff's claims are without merit and intends to vigorously contest them, as appropriate.

Because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any.

SBI Crypto Co.

On April 5, 2023, SBI Crypto Co., Ltd.

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On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023.

SBI seeks recovery of at least $ 15.0 million in lost profits and at least $ 16.0 million for equipment damage, plus reasonable attorneys’ fees and costs, expenses, costs, and pre-

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

and post-judgment interest.

On November 25, 2024, Whinstone asserted counterclaims for breach of contract and fraudulent inducement.

SBI attempted to update its alleged damages to over $ 350.0 million in purported lost profits through an updated expert report which the court has since stricken.

Notwithstanding, SBI attempted to recover over $ 175.0 million in purported lost profits (a substantial amount of which is comprised from appreciation in Bitcoin prices), which has been previously disclosed, and more than $ 50.0 million in equipment replacement cost, plus exemplary damages, reasonable attorneys’ fees, costs, expenses, and pre- and post-judgment interest.

Whinstone believes many of the claims are barred or waived, and that all of SBI’s claims substantively lack merit, and Whinstone plans to vigorously contest the same, as appropriate.

While a preliminary investigation of the merits of SBI’s claims has commenced and because this litigation is still at this early stage, the Company cannot reasonably estimate the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time.

On February 2, 2026, the court granted the Company’s motion for summary judgment in part, disallowing the use of appreciated Bitcoin prices in SBI’s damages model.

On February 9, 2026, trial commenced before Magistrate Gilliland in the Western District of Texas.

On February 16, 2026, the Company and SBI verbally agreed to a global settlement of all existing or future claims between the parties (the "SBI Settlement").

In consideration for the SBI Settlement, the Company agreed to pay SBI a total sum of $ 20.0 million in cash.

On June 13, 2022, GMO Gamecenter USA, Inc.

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On October 19, 2023, GMO filed its fourth amended complaint claiming an additional $ 496.0 million in damages, for loss of future profits and future profit sharing payments GMO alleges would have been received through the term of the agreement, based on Whinstone’s allegedly wrongful termination of the colocation services agreement as of June 29, 2023.

On August 26, 2025, GMO filed its fifth amended complaint including the Company as a defendant.

On September 29, 2025, the Company filed a motion to dismiss the fifth amended complaint, and that motion is currently pending before the court.

On January 8, 2026, Whinstone filed a motion for summary judgment seeking dismissal of almost all claims against it, and GMO filed a motion for partial summary judgment on certain issues.

Briefing on these motions is ongoing and has not been completed as of the date of this filing.

The Company cannot reasonably estimate the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time.

The following table presents the components of the loss before provision for income taxes:

The following table presents the components of the net income (loss) before provision for income taxes:

For the years ended December 31,

Loss before provision for income taxes

Income (loss) before provision for income taxes

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

The following table presents the components of income tax benefit (expense):

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Total benefit (expense) for income taxes

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

The following table presents the tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities:

The following table presents the tax effects of temporary differences and tax loss and credit carryforwards that give rise to significant portions of deferred tax assets and liabilities:

As of December 31,

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Deferred income tax liabilities:

Derivative asset

Right of use asset

Derivative assets

Right-of-use assets

LT Investments

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The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in an ultimate limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized.

The statute of limitations for assessment by the IRS and state tax authorities is open for tax years ending December 31, 2018 through 2023, although carryforward attributes that were generated prior to tax year 2018 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period.

Currently, no federal or state income tax returns are under examination by the respective taxing authorities.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment.

In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets as of December 31, 2024 and 2023.

The valuation allowance decreased by approximately $ 53.0 million during the year ended December 31, 2024.

The statute of limitations for assessment by the IRS and state tax authorities is open for tax years ending December 31, 2021 through 2024, although carryforward attributes that were generated prior to tax year 2021 may still be adjusted upon examination by the IRS

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

or state tax authorities if they either have been or will be used in a future period.

Currently, no federal or state income/franchise tax returns are under examination by the respective taxing authorities.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that such assets will be realized, which depends on the generation of future taxable income during the periods in which those temporary differences become deductible.

This assessment includes consideration of the scheduled reversal of deferred tax liabilities, projected future taxable income, and available tax planning strategies.

Continued operating losses and updated forecasts indicating insufficient future taxable income resulted in an increase in the valuation allowance of approximately $ 130.7 million during the year ended December 31, 2025, and a full valuation allowance on deferred tax assets as of December 31, 2025 and 2024.

The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2025, and 2024.

The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense.

The Company did not accrue either interest or penalties for the years ended December 31, 2025, and 2024.

The following table reconciles the income tax benefit (expense) based on the U.S.

federal statutory rate with actual income tax benefit (expense):

federal statutory rate with actual income tax benefit (expense), updated per the requirements of ASU 2023-09 (see Note 2.

Significant Accounting Policies and Recent Accounting Pronouncements ):

For the year ended December 31,

Federal tax (benefit) at statutory rate

State tax (benefit), net of federal benefit

Change in Valuation Allowance

Nontaxable or Nondeductible Items

Executive Compensation Disallowance

Other Adjustment

Total provision for (benefit from) income taxes

The following table reconciles the income tax benefit (expense) based on the U.S.

federal statutory rate with actual income tax benefit (expense), prior to adoption of ASU 2023-09:

For the years ended December 31,

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State and local taxes, net of federal taxes

Goodwill impairment

Contingent payment

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Income tax benefit (expense)

The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2023 and 2022.

The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense.

The Company did not accrue either interest or penalties for the years ended December 31, 2023 and 2022.

The Company is subject to U.S.

federal income tax and primarily Florida, Colorado, and Texas state income tax.

The Company has not been under tax examination in any jurisdiction for the years ended December 31, 2023 and 2022.

The following table presents total income taxes paid, net of refunds, by jurisdiction:

For the year ended December 31,

Total income taxes paid, net of refunds

Riot Platforms, Inc.

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The following table presents potentially dilutive securities that are not included in the computation of diluted net income (loss) per share as their inclusion would be anti-dilutive:

Years Ended December 31,

Warrants to purchase common stock

1 unchanged sentence

Unvested RSUs

Stock options

(a) Unvested restricted stock awards are included in total common shares outstanding but are excluded from the calculation of basic earnings per share.

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Bitcoin Mining and Engineering.

The reportable segments are identified based on the types of service performed.

The reportable segments are identified based on the types of services performed.

No operating segments have been aggregated to form the reportable segments.

Gross profit (loss) is the segment performance measure the CODM uses to assess the Company’s reportable segments, and is before elimination of intersegment profits.

Gross profit (loss) is the segment performance measure the CODM uses to assess the Company’s reportable segments and is calculated before the elimination of intersegment profits.

The CODM is the Company’s CEO.

The CODM uses segment gross profit (loss) to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s two reportable segments.

Prior to 2024, the Company had a Data Center Hosting reportable segment but has since terminated all contracts with its Data Center Hosting customers.

Commencing with the three months ended March 31, 2024, the CODM ceased analyzing the performance of the Data Center Hosting operations and the Company ceased reporting Data Center Hosting as a separate reportable business segment.

The Company has no plans to offer data center hosting services to new customers.

All residual revenue and costs of revenue related to Data Center Hosting incurred during the year ended December 31, 2024, are included in Revenue:

Other and Cost of Revenue:

Prior period amounts related to Data Center Hosting have been recast into Revenue:

Other and Cost of Revenue:

Other than the $ 96.9 million of goodwill from the Block Mining Acquisition allocated to the Bitcoin Mining segment, and $ 25.0 million of goodwill from the E4A Solutions Acquisition allocated to the Engineering segment, the Company does not allocate assets

Commencing in the three months ended March 31, 2024, the CODM ceased analyzing the performance of the Data Center Hosting operations and the Company ceased reporting Data Center Hosting as a separate reportable business segment.

The Company has no plans to offer data center hosting bitcoin mining services to new customers.

All residual revenue and costs of

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

to the reporting segments because its assets are managed on an entity-wide basis and, therefore, does not separately disclose the total assets of its reportable operating segments.

The Bitcoin Mining segment generates revenue from the Bitcoin the Company earns through its Bitcoin Mining activities.

The Engineering segment generates revenue through customer contracts for custom engineered electrical products.

revenue related to Data Center Hosting incurred during the years ended December 31, 2025 and 2024 are included in Revenue:

Other and Cost of Revenue:

Other on the Consolidated Statements of Operations.

Other than the $ 97.2 million of goodwill from the Block Mining Acquisition allocated to the Bitcoin Mining segment and $ 25.3 million of goodwill from the E4A Solutions Acquisition allocated to the Engineering segment, the Company does not allocate assets to the reporting segments because its assets are managed on an entity-wide basis and, therefore, does not separately disclose the total assets of its reportable operating segments.

The Bitcoin Mining segment generates revenue from the bitcoin earned through its Bitcoin Mining activities.

The Engineering segment generates revenue through customer contracts for custom-engineered electrical products and services.

Other revenue is from external customers.

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Segment gross profit (loss)

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2024

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Insurance on miners

Ground rent and related water and property tax

Other segment items (b)

Segment gross profit (loss)

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

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Insurance on miners

Third-party hosting fees paid

Other segment items (b)

Segment gross profit (loss)

(a) Other revenue is primarily attributable to Data Center Hosting revenue and is therefore not included in the total for segment gross profit (loss).

(a) Other revenue is primarily attributable to legacy Data Center Hosting bitcoin mining revenue and is therefore not included in the total for segment gross profit (loss).

(b) For each reportable segment, the other segment items category primarily consists of:

1 unchanged sentence

Engineering – Manufacturing overhead costs.

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

The following table presents the reconciliation of segment gross profit (loss) to net income (loss) before taxes :

8 unchanged sentences

Change in fair value of bitcoin

Change in fair value of derivative asset

Change in fair value of derivative assets

Power curtailment credits

Change in fair value of contingent consideration

Realized gain on sale of Bitcoin

(Loss) gain on sale/exchange of equipment

Casualty-related (charges) recoveries, net

Impairment of Bitcoin

Impairment of goodwill

Impairment of miners

Interest income

Interest expense

Unrealized gain (loss) on equity method investment - marketable securities

Loss on equity method investment - marketable securities

Loss on contract settlement

Loss on legal settlement

Gain on acquisition post-close dispute settlement

Impairment of fixed assets

Loss on convertible notes investment

Other income (expense)

Net income (loss) before taxes

Riot Platforms, Inc.

Notes to Consolidated Financial Statements

(a) Other profit (loss) is primarily attributable to Data Center Hosting activity and is therefore not included in the total for segment gross profit (loss).

(a) Other profit (loss) is primarily attributable to legacy Data Center Hosting bitcoin mining activity and is therefore not included in the total for segment gross profit (loss ).

Concentrations

During the years ended December 31, 2025, 2024, and 2023, aside from the Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool, no single customer or related group of customers contributed 10% or more of the Company’s total consolidated revenue .

During the year ended December 31, 2022, aside from the Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool, the Company earned revenue of approximately $ 29.7 million from one customer, representing 11.4 % of the Company’s total consolidated revenue, in its Engineering segment.

No other individual customer accounted for more than 10% of total revenue for the year ended December 31, 2022.

As of December 31, 2024 and 2023, six customers accounted for more than 50 % and 70 %, respectively, of consolidated accounts receivable, net.

During the years ended December 31, 2025, 2024, and 2023, Bitcoin Mining power was primarily obtained from ERCOT.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As of May 18, 2023, the Company dismissed Marcum LLP (“Marcum”) as its independent registered public accounting firm, not as a result of any disagreement on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure.

During the Company’s fiscal year ended December 31, 2022, as well as the subsequent interim periods through Marcum’s dismissal, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such fiscal years.

There was a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K during the fiscal year ended December 31, 2022, taking the form of an adverse opinion on the effectiveness of the Company’s internal control over financial reporting related to the existence of a material weakness for the fiscal year ended December 31, 2022.

Specifically, Marcum’s report contained an adverse opinion regarding the Company’s control pertaining to the review of its Bitcoin for potential impairment .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data