Riot Platforms, Inc. 10-Q

Item 1. Financial Statements Riot Platforms, Inc. Condensed Consolidated Balance Sheets (Unaudited; in thousands, except for share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ Cash and cash equivalents ​ $ 205,666 ​ $ 233,517 Restricted cash ​ ​ 76,873 ​ ​ 76,272 Accounts receivable, net ​ 66,569 ​ 29,788 Contract assets ​ 14,100 ​ 8,308 Prepaid expenses and other current assets ​ 76,053 ​ 59,447 Derivative assets, current portion ​ ​ 23,404 ​ ​ 41,378 Total current assets ​ 462,665 ​ 448,710 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 1,585,891 ​ 1,528,716 Bitcoin ​ ​ 673,885 ​ ​ 1,227,462 Restricted bitcoin ​ ​ 395,810 ​ ​ 347,979 Deposits ​ 38,740 ​ 76,511 Finite-lived intangible assets, net ​ 29,246 ​ 30,187 Derivative assets, less current portion ​ ​ 73,714 ​ ​ 106,670 Right-of-use assets ​ ​ 38,896 ​ ​ 30,171 Goodwill ​ ​ 122,499 ​ ​ 122,499 Other long-term assets ​ 16,674 ​ 17,862 Total assets ​ $ 3,438,020 ​ $ 3,936,767 ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable ​ $ 10,686 ​ $ 23,420 Contract liabilities ​ 64,707 ​ 37,117 Accrued expenses and other current liabilities ​ ​ 82,171 ​ ​ 142,852 Contingent consideration liabilities, current portion ​ 8,195 ​ 6,185 Current portion of debt ​ ​ 254,502 ​ ​ 253,887 Operating lease liability, current portion ​ 9,058 ​ 6,314 Total current liabilities ​ 429,319 ​ 469,775 ​ ​ ​ ​ ​ Operating lease liability, less current portion ​ 25,964 ​ 19,648 Contingent consideration liabilities, less current portion ​ — ​ 2,010 Debt, less current portion ​ ​ 587,661 ​ ​ 586,909 Other long-term liabilities ​ 373 ​ 19 Total liabilities ​ 1,043,317 ​ 1,078,361 ​ ​ ​ ​ ​ Commitments and contingencies - Note 16 ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ Preferred stock, no par value, 15,000,000 shares authorized: ​ ​ ​ ​ 2 % Series A Convertible Preferred stock, 2,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025 ​ — ​ — 0 % Series B Convertible Preferred stock, 1,750,001 shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025 ​ — ​ — Common stock, no par value; 680,000,000 shares authorized; 378,978,341 and 371,575,652 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively ​ 4,248,780 ​ 4,212,006 Accumulated deficit ​ ( 1,854,077 ) ​ ( 1,353,600 ) Total stockholders’ equity ​ 2,394,703 ​ 2,858,406 Total liabilities and stockholders’ equity ​ $ 3,438,020 ​ $ 3,936,767 ​ See accompanying Notes to Condensed Consolidated Financial Statements. 1 Table of Contents Riot Platforms, Inc. Condensed Consolidated Statements of Operations (Unaudited; in thousands, except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Revenue: ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 111,895 ​ $ 142,859 Data Center ​ ​ 33,150 ​ ​ — Engineering ​ 22,174 ​ 13,920 Other ​ — ​ 4,608 Total revenue ​ 167,219 ​ 161,387 ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ Cost of revenue (excludes depreciation and amortization presented below): ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 86,762 ​ 74,818 Data Center ​ ​ 30,773 ​ ​ — Engineering ​ 18,141 ​ 11,806 Other ​ — ​ 8,965 Acquisition-related costs ​ — ​ 76 Selling, general, and administrative ​ 76,180 ​ 71,448 Depreciation and amortization ​ 97,734 ​ 77,926 Change in fair value of bitcoin ​ ​ 326,669 ​ ​ 208,040 Change in fair value of derivatives ​ 51,852 ​ ( 41,894 ) Power curtailment credits ​ ​ ( 21,023 ) ​ ​ ( 7,801 ) Change in fair value of contingent consideration ​ — ​ ( 8,252 ) Loss (gain) on sale of equipment ​ ​ — ​ ​ 129 Total costs and expenses ​ 667,088 ​ 395,261 Operating income (loss) ​ ( 499,869 ) ​ ( 233,874 ) ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ Interest income ​ ​ 2,313 ​ ​ 3,397 Interest expense ​ ​ ( 2,618 ) ​ ​ ( 2,308 ) Loss on equity method investment - marketable securities ​ ​ — ​ ​ ( 63,238 ) Other income (expense) ​ ​ ( 12 ) ​ ​ 93 Total other income (expense) ​ ( 317 ) ​ ( 62,056 ) ​ ​ ​ ​ ​ Net income (loss) before taxes ​ ( 500,186 ) ​ ( 295,930 ) ​ ​ ​ ​ ​ Current income tax benefit (expense) ​ ( 291 ) ​ ( 437 ) ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 500,477 ) ​ $ ( 296,367 ) ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ ( 1.44 ) ​ $ ( 0.90 ) Basic and diluted weighted average number of shares outstanding ​ 347,624,244 ​ 329,508,458 ​ See accompanying Notes to Condensed Consolidated Financial Statements. ​ 2 Table of Contents Riot Platforms, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited; in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ 2025 Net income (loss) ​ $ ( 500,477 ) ​ $ ( 296,367 ) Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ Unrealized holding gains (losses) on convertible note ​ ​ — ​ ​ 23 Comprehensive income (loss) ​ $ ( 500,477 ) ​ $ ( 296,344 ) ​ See accompanying Notes to Condensed Consolidated Financial Statements. ​ 3 Table of Contents Riot Platforms, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited; in thousands, except for share amounts) ​ Three Months Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Accumulated ​ stockholders' ​ ​ Shares ​ Amount ​ deficit ​ equity Balance as of January 1, 2026 ​ 371,575,652 ​ $ 4,212,006 ​ $ ( 1,353,600 ) ​ $ 2,858,406 Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding 7,402,689 ​ ( 2,020 ) ​ — ​ ( 2,020 ) Issuance of common stock/At-the-market offering, net of offering costs — ​ ( 372 ) ​ — ​ ( 372 ) Stock-based compensation — ​ 39,166 ​ — ​ 39,166 Net income (loss) — ​ — ​ ( 500,477 ) ​ ( 500,477 ) Balance as of March 31, 2026 378,978,341 ​ $ 4,248,780 ​ $ ( 1,854,077 ) ​ $ 2,394,703 ​ Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated other ​ Total ​ ​ Common Stock ​ Accumulated ​ comprehensive ​ stockholders' ​ ​ Shares ​ Amount ​ deficit ​ income (loss) ​ equity Balance as of January 1, 2025 344,890,208 ​ $ 3,833,882 ​ $ ( 690,419 ) ​ $ 222 ​ $ 3,143,685 Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding ( 74,514 ) ​ ( 484 ) ​ — ​ ​ — ​ ( 484 ) Issuance of common stock/At-the-market offering, net of offering costs 5,368,600 ​ 68,405 ​ — ​ ​ — ​ 68,405 Stock-based compensation ​ — ​ ​ 29,576 ​ ​ — ​ ​ — ​ ​ 29,576 Net income (loss) ​ — ​ ​ — ​ ​ ( 296,367 ) ​ ​ — ​ ​ ( 296,367 ) Other comprehensive income (loss) — ​ — ​ — ​ ​ 23 ​ 23 Balance as of March 31, 2025 350,184,294 ​ $ 3,931,379 ​ $ ( 986,786 ) ​ $ 245 ​ $ 2,944,838 ​ See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents Riot Platforms, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited; in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 Operating activities ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 500,477 ) ​ $ ( 296,367 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ Stock-based compensation ​ 39,166 ​ 29,576 Depreciation and amortization ​ 97,734 ​ 77,926 Amortization of license fee revenue ​ — ​ ( 24 ) Noncash lease expense ​ 2,158 ​ 1,261 Amortization of debt issuance costs ​ ​ 1,367 ​ ​ 752 Change in fair value of bitcoin ​ ​ 326,669 ​ ​ 208,040 Change in fair value of derivatives ​ 51,852 ​ ( 41,894 ) Change in fair value of contingent consideration ​ — ​ ( 8,252 ) (Gain) loss on equity method investment - marketable securities ​ ​ — ​ ​ 63,238 Loss (gain) on sale of equipment ​ — ​ 129 Revenue recognized from bitcoin mined ​ ​ ( 111,895 ) ​ ​ ( 142,859 ) Changes in assets and liabilities: ​ ​ ​ ​ (Increase)/decrease in operating assets ​ ​ ( 58,121 ) ​ ​ 39 Increase/(decrease) in operating liabilities ​ ​ ( 31,104 ) ​ ​ ( 13,625 ) Net cash provided by (used in) operating activities ​ ( 182,651 ) ​ ( 122,060 ) ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ Deposits on equipment ​ ( 16,184 ) ​ ( 26,655 ) Proceeds from sale of bitcoin ​ ​ 289,484 ​ ​ — Security deposits ​ ​ ( 42 ) ​ ​ 286 Purchases of property and equipment, including construction in progress ​ ( 115,465 ) ​ ( 32,858 ) Net cash provided by (used in) investing activities ​ 157,793 ​ ( 59,227 ) ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ Proceeds from the issuance of common stock / At-the-market offering ​ — ​ 70,035 Offering costs for the issuance of common stock / At-the-market offering ​ ( 372 ) ​ ( 1,630 ) Debt issuance costs ​ ​ — ​ ​ ( 64 ) Repurchase of common shares to pay employee withholding taxes ​ ( 2,020 ) ​ ( 484 ) Net cash provided by (used in) financing activities ​ ( 2,392 ) ​ 67,857 ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents and restricted cash ​ ( 27,250 ) ​ ( 113,430 ) Cash and cash equivalents and restricted cash at beginning of period ​ 309,789 ​ 351,301 Cash and cash equivalents and restricted cash at end of period ​ $ 282,539 ​ $ 237,871 ​ See accompanying Notes to Condensed Consolidated Financial Statements. 5 Table of Contents Riot Platforms, Inc. Condensed Consolidated Statements of Cash Flows – Continued (Unaudited; in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2026 ​ ​ ​ 2025 Supplemental information: ​ ​ ​ ​ Cash paid for interest ​ $ 7,008 ​ $ — Cash paid for taxes ​ $ 30 ​ $ 31 Non-cash transactions ​ ​ ​ ​ Reclassification of deposits to property and equipment ​ $ 53,997 ​ $ 11,252 Construction in progress included in accrued expenses and other current liabilities ​ $ 35,678 ​ $ 6,961 Bitcoin exchanged for employee compensation ​ $ 1,618 ​ $ 2,950 Right-of-use assets exchanged for new operating lease liabilities ​ $ 10,999 ​ $ 5,962 ​ ​ ​ ​ ​ ​ ​ The following reconciles cash, cash equivalents, and restricted cash to the amounts presented above: ​ ​ ​ ​ ​ ​ Cash, cash equivalents, and restricted cash, beginning of the period: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 233,517 ​ $ 277,860 Restricted cash ​ ​ 76,272 ​ ​ 73,441 Total cash, cash equivalents, and restricted cash as presented above ​ $ 309,789 ​ $ 351,301 Cash, cash equivalents, and restricted cash, end of the period: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 205,666 ​ $ 163,719 Restricted cash ​ ​ 76,873 ​ ​ 74,152 Total cash, cash equivalents, and restricted cash as presented above ​ $ 282,539 ​ $ 237,871 ​ See accompanying Notes to Condensed Consolidated Financial Statements. ​ 6 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Note 1. 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 strategy centers on enhancing its electrical infrastructure and deploying it across 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 owns and manages multiple large-scale data center facilities in Texas and Kentucky. The Company provides mission-critical power and infrastructure for Bitcoin Mining at its facilities in Rockdale, Texas (the “Rockdale Facility”), Navarro County, Texas (the “Corsicana Facility”), and its two sites in Kentucky (the “Kentucky Facility”, and together with the Rockdale Facility and the Corsicana Facility, the “Facilities”), and for non-mining Data Center operations at the Rockdale Facility. The Rockdale Facility currently provides up to approximately 700 megawatts (“MW”) of developed capacity for Bitcoin Mining and data center leasing. The Corsicana Facility is currently equipped to provide up to 400 MW of developed capacity for Bitcoin Mining, and upon completion, is expected to have a total of approximately one gigawatt (“GW”) of developed capacity available for high-density compute workloads. The Kentucky Facility currently provides 162 MW of developed capacity. ​ In 2025, the Company began leveraging its core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to actively pursue opportunities to develop and monetize portions of its existing facilities and power pipeline through the provision of data center leasing services. In January 2026, the Company and Advanced Micro Devices, Inc. (“AMD”) entered into a long-term data center lease agreement (the “AMD Lease”) at the Rockdale Facility for an initial deployment of 25 MW of critical IT load capacity, with the potential for additional expansion of up to a total of 200 MW of critical IT load capacity. In April 2026, the Company and AMD entered into an amendment to the AMD Lease to provide an additional 25 MW of critical IT load capacity (See Note 3. Data Center Operations ). ​ As described in Note 18. Segment Information , the Company operates in three reportable business segments: Bitcoin Mining, Data Center, and Engineering. ​ Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) and these notes (“Notes”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation of such interim results. Unless otherwise indicated, amounts are stated in thousands of U.S. dollars, except for: share, per share, megawatt hours (“MWh”) and miner quantities; bitcoin quantities, prices, and hash rate; cost to mine one bitcoin; and production value of one bitcoin mined. The results in the Condensed Consolidated Financial Statements and these Notes include required estimates and assumptions of management, and they are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any future interim period. Further, the Condensed Consolidated Financial Statements and these Notes do not include all the information and notes required by GAAP for a complete presentation of annual financial statements. As such, the Condensed Consolidated Financial Statements and these Notes should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, and notes thereto, included in the 2025 Annual Report. Use of estimates 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 derivatives classified under Level 3 on the fair value hierarchy; determination of the useful lives and recoverability of long-lived assets; impairment analysis of fixed assets and finite-lived intangibles; impairment analysis of 7 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ goodwill; allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions; stock-based compensation; and the valuation allowance associated with the Company’s deferred tax assets. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures. Significant Accounting Policies Except for the updates noted below, see the Company’s 2025 Annual Report for a detailed discussion of the Company’s significant accounting policies. ​ Revenue Recognition Data Center Revenue The Company generates revenue from its Data Center operations by leasing certain of its property and power access to tenants. Those leases include lease and non-lease components. The Company elected the practical expedient under ASC Topic 842, Leases (“ASC 842”) to combine lease components and non-lease components, including provisioning of power, with the same transfer pattern as lease components. If the lease components are predominant and the underlying leases qualify as operating leases, the combined component is accounted for under ASC 842 as lease revenue. Recognition begins when the asset is available for customer use. The Company classifies its leases as operating, sales-type, or direct financing at lease commencement, which determines the pattern of revenue recognition and the presentation of lease-related activity in the Condensed Consolidated Statements of Operations over the lease term. The Company provides tenant fit-out services, including the procurement and installation of equipment, in accordance with the terms of the respective lease agreements. Tenants are required to reimburse the Company for all costs incurred in the provision of these services. Tenant fit-out services do not have the same transfer pattern as the lease components and are therefore subject to recognition under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Tenant fit-out reimbursement revenue is recognized using the percentage-of-completion method, calculated by dividing the total costs incurred by total costs expected to be incurred, which the Company believes to be the most accurate measure of progress toward the satisfaction of the performance obligation. Contract Balances The timing of revenue recognition, billings, and cash collections result in accounts receivables, contract assets, and contract liabilities. A receivable is recorded at the invoice amount, net of an allowance for credit losses, in the period in which products or services are provided and when the right to consideration is unconditional. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts do not include a significant financing component. The Company assesses collectability based on several factors, including its past transaction history with the customer and the creditworthiness of the customer. ​ Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense. ​ A contract asset exists when products or provided services have been transferred to customers but payment is conditioned on reasons other than the passage of time, such as upon the satisfaction of additional performance obligations. Revenue is recognized over the contract term, which could potentially give rise to contract assets during certain periods. ​ A contract liability is recognized when the Company has an unconditional right to a payment before it transfers the products or services to customers. 8 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Change in Reportable Segments ​ As of December 31, 2025, the Company operated in two reportable business segments: Bitcoin Mining and Engineering. As of March 31, 2026, the Company operated in three reportable business segments: Bitcoin Mining, Data Cener, and Engineering. During the three months ended March 31, 2026, the Company’s execution of a significant data center lease with AMD resulted in material Data Center revenue and the commencement of discrete financial performance analysis by the chief operating decision maker (“CODM”). Accordingly, the Company’s data center operations now meet the quantitative and qualitative requirements to be recognized as a separate reportable segment. Prior to 2024, the Company had a legacy Data Center Hosting bitcoin mining segment as a separate operating and reportable segment but has since terminated all contracts with its legacy Data Center Hosting bitcoin mining customers. 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. Residual activity of the legacy Data Center Hosting bitcoin mining segment is included in Revenue: Other revenue on the Condensed Consolidated Statements of Operations. The Company has no plans to offer data center hosting bitcoin mining services to new customers. The Company’s new Data Center operating segment is not a recommencing of the legacy Data Center Hosting bitcoin mining operations because the new Data Center operating segment offers different services and has different processes, customer types, and economic characteristics from the legacy Data Center Hosting bitcoin mining segment. ​ See Note 18. Segment Information for further discussion of the Company’s reportable segments. Recently Issued Accounting Pronouncements 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 Condensed Consolidated Financial Statements and ensures that there are proper controls in place to ensure that the Company’s Condensed Consolidated Financial Statements properly reflect the change. 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 of the updated guidance on the Company’s Consolidated Financial Statements and disclosures. ​ ​ ​ ​ Note 3. Data Center Operations In 2025, the Company began leveraging its core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to actively pursue opportunities to develop and monetize portions of its existing facilities and power pipeline through the provision of data center leasing services. AMD Lease In January 2026, the Company entered into the AMD Lease, a long-term data center lease agreement with AMD, a leading innovator in high-performance computing, graphics, and visualization technologies, at the Rockdale Facility. The AMD Lease includes an initial deployment of 25 MW of critical IT load capacity to be delivered in phases beginning with 5 MW of critical IT load capacity that was delivered in January 2026 and a remaining 20 MW that is anticipated to be delivered in May 2026. The AMD Lease carries a term of 10 years , with three five-year extension options. The AMD Lease included an expansion option for an additional 75 MW of critical IT load capacity and a right of first refusal for another 100 MW, totaling 200 MW. ​ In April 2026, the Company entered into an amendment to the AMD Lease (the “AMD Lease Amendment”) to exercise a portion of the existing expansion option in the AMD Lease to provide an additional deployment of 25 MW of critical IT load capacity. Under the AMD Lease Amendment, AMD holds a remaining balance of 50 MW of reserved critical IT load capacity under the existing 9 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ expansion option. The AMD Lease Amendment also grants AMD a conditional, first-priority right to lease up to an additional 100 MW of critical IT load capacity, exercisable in increments of not less than 50 MW. If both the remaining 50 MW of reserved capacity under the existing expansion option and the additional 100 MW option are fully exercised, AMD’s total leased capacity at the Rockdale Facility would increase to 200 MW. This conditional, first-priority right replaces the right of first refusal for an additional 100 MW previously granted to AMD in the AMD Lease. ​ Under the AMD Lease, power is provided to AMD at pass-through rates and recognized as variable lease revenue in the same period the related expenses are incurred. ​ The Company is also required to provide tenant fit-out services to AMD. Tenant fit-out services include the procurement and installation of customer-specific equipment provided in accordance with the terms of the agreement. All associated costs incurred by the Company plus a margin, will be reimbursable and paid by AMD. For the three months ended March 31, 2026, the Company incurred total costs of $ 30.7 million. ​ The following table presents the components of the Company’s Data Center revenue for the three months ended March 31, 2026: ​ ​ ​ ​ ​ Operating lease revenue ​ $ 900 Variable lease revenue, including power reimbursement ​ ​ 27 Tenant fit-out reimbursement revenue ​ ​ 32,223 Total Data Center revenue ​ $ 33,150 ​ The following table presents the Company’s future minimum operating lease payments to be received as of March 31, 2026. The table only includes base rent and excludes reimbursements and variable lease components: ​ ​ ​ ​ ​ Remainder of 2026 ​ $ 18,450 2027 ​ 27,540 2028 ​ ​ 28,366 2029 ​ 29,218 2030 ​ 30,095 Thereafter ​ 176,306 Total undiscounted lease payments ​ $ 309,975 ​ ​ ​ Note 4. Revenue from Contracts with Customers Disaggregated revenue Revenue disaggregated by reportable segment is presented in Note 18. Segment Information . Contract balances Contract assets relate to uncompleted Engineering contracts and uncompleted amounts related to Data Center tenant fit-out services. As of March 31, 2026 and December 31, 2025, contract assets were $ 14.1 million and $ 8.3 million, respectively. As of December 31, 2025, all contract assets were attributable to Engineering. As of March 31, 2026, $ 7.1 million of the contract assets were attributable to Engineering contracts and $ 7.0 million were attributable to Data Center tenant fit-out services as a result of incurring costs in excess of amounts billed. Contract liabilities relate to uncompleted Engineering contracts. As of March 31, 2026 and December 31, 2025, contract liabilities were $ 64.7 million and $ 37.1 million, respectively. During the three months ended March 31, 2026 and 2025, $ 10.0 million and $ 4.5 million, respectively, of the beginning balance of contract liabilities were recognized as revenue. During the three months ended March 31, 2026 and 2025, $ ( 0.4 ) million and $ 1.6 million, respectively, were recognized as revenue as a result of satisfying performance obligations in previous periods. 10 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ Total Data Center $ 17,347 $ — ​ $ 17,347 Engineering $ 170,127 $ 59,751 ​ $ 229,878 ​ ​ Note 5. Bitcoin The following table presents information about the Company’s bitcoin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quantity ​ ​ ​ Amounts Balance as of January 1, 2026 ​ ​ 18,005 ​ $ 1,575,441 Revenue recognized from bitcoin mined ​ ​ 1,473 ​ ​ 111,895 Change in bitcoin receivable ​ ​ ( 3 ) ​ ​ 130 Proceeds from sale of bitcoin ​ ​ ( 3,778 ) ​ ​ ( 289,484 ) Exchange of bitcoin for employee compensation ​ ​ ( 18 ) ​ ​ ( 1,618 ) Change in fair value of bitcoin ​ ​ — ​ ​ ( 326,669 ) Balance as of March 31, 2026 ​ ​ 15,679 ​ $ 1,069,695 ​ ​ ​ ​ ​ ​ ​ The following reconciles Bitcoin and Restricted bitcoin as of March 31, 2026 to the amounts above: ​ ​ ​ ​ ​ ​ Bitcoin ​ ​ 9,877 ​ $ 673,885 Restricted bitcoin (a) ​ ​ 5,802 ​ $ 395,810 Total ​ ​ 15,679 ​ $ 1,069,695 ​ ​ ​ ​ ​ ​ ​ Carrying value of bitcoin as of March 31, 2026 (b) ​ ​ ​ ​ $ 1,359,463 Realized (loss) on the sale or exchange of bitcoin for the three months ended March 31, 2026 (c) ​ ​ ​ ​ $ ( 41,074 ) ​ ​ ​ ​ ​ ​ ​ Balance as of January 1, 2025 ​ ​ 17,722 ​ $ 1,654,468 Revenue recognized from bitcoin mined ​ ​ 1,530 ​ ​ 142,859 Change in bitcoin receivable ​ ​ 1 ​ ​ 208 Exchange of bitcoin for employee compensation ​ ​ ( 30 ) ​ ​ ( 2,950 ) Change in fair value of bitcoin ​ ​ — ​ ​ ( 208,040 ) Balance as of March 31, 2025 ​ ​ 19,223 ​ $ 1,586,545 ​ ​ ​ ​ ​ ​ ​ Carrying value of bitcoin as of March 31, 2025 (b) ​ ​ ​ ​ $ 1,233,849 Realized gains on the sale or exchange of bitcoin for the three months ended March 31, 2025 (c) ​ ​ ​ ​ $ 147 ​ (a) Restricted bitcoin is the Company’s bitcoin pledged as collateral for the Company’s $ 200 million credit facility. See Note 11. Debt for more information. (b) The carrying value of bitcoin is equal to the initial value of bitcoin as determined for revenue recognition purposes. (c) Bitcoin is sold on a first-in, first-out (FIFO) basis. Realized gains (losses) recognized on sales of bitcoin and exchanges of bitcoin for employee compensation are included in Change in fair value of bitcoin on the Condensed Consolidated Statements of Operations. ​ All additions of bitcoin during the periods presented were the result of bitcoin generated by the Company’s Bitcoin Mining operations. All dispositions of bitcoin were the result of sales on the open market to fund Company operations and for compensation for certain employees. 11 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ ​ Note 6. Property and Equipment The following table presents the Company’s property and equipment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Buildings and building improvements ​ $ 844,875 ​ $ 803,027 Land rights and land improvements ​ 160,333 ​ 160,333 Miners and mining equipment ​ ​ 862,721 ​ 945,700 Machinery and facility equipment ​ ​ 62,091 ​ ​ 54,948 Office and computer equipment ​ 4,418 ​ 4,132 Construction in progress ​ 213,852 ​ 165,621 Total cost of property and equipment ​ 2,148,290 ​ 2,133,761 Less accumulated depreciation ​ ( 562,399 ) ​ ( 605,045 ) Property and equipment, net ​ $ 1,585,891 ​ $ 1,528,716 ​ The Company did no t incur any impairment charges for its property and equipment during the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026 and 2025, depreciation expense related to property and equipment totaled $ 96.7 million and $ 76.9 million, respectively. Miners and mining equipment As of March 31, 2026, the Company had deployed miners in its Bitcoin Mining operations at each of the Facilities. During the year ended December 31, 2023, the Company entered into a long-term master purchase and sales agreement, dated as of June 23, 2023, as amended (the “Master Agreement”), to acquire miners from MicroBT Electronics Technology Co., Ltd., through its manufacturing affiliate, SuperAcme Technology (Hong Kong) Limited (collectively, “MicroBT”). 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 exahash per second (“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 continuing on an ongoing basis. ​ Note 7. Intangible Assets Finite-lived intangible assets The following table presents the Company’s finite-lived intangible assets as of March 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Gross ​ Accumulated ​ Net book ​ average life ​ ​ ​ ​ book value ​ ​ ​ amortization ​ ​ ​ value ​ ​ ​ (years) Customer contracts ​ $ 29,400 ​ $ ( 5,670 ) ​ $ 23,730 10 Trademark ​ 6,100 ​ ( 2,309 ) ​ 3,791 10 UL Listings ​ 2,700 ​ ( 975 ) ​ 1,725 12 Patent licenses ​ ​ 10,060 ​ ​ ( 10,060 ) ​ ​ — ​ Various Finite-lived intangible assets ​ $ 48,260 ​ $ ( 19,014 ) ​ $ 29,246 ​ ​ ​ 12 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ The following table presents the Company’s finite-lived intangible assets as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Gross ​ ​ ​ Accumulated ​ ​ ​ Net book ​ average life ​ ​ ​ ​ book value ​ ​ ​ amortization ​ ​ ​ value ​ ​ ​ (years) Customer contracts ​ $ 29,400 ​ $ ( 4,938 ) ​ $ 24,462 10 Trademark ​ 6,100 ​ ( 2,156 ) ​ 3,944 10 UL Listings ​ 2,700 ​ ( 919 ) ​ 1,781 12 Patent licenses ​ ​ 10,060 ​ ​ ( 10,060 ) ​ ​ — ​ Various Finite-lived intangible assets ​ $ 48,260 ​ $ ( 18,073 ) ​ $ 30,187 ​ ​ ​ For the three months ended March 31, 2026 and 2025, amortization expense related to finite-lived intangible assets was $ 0.9 million and $ 1.0 million, respectively. The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of March 31, 2026: ​ ​ ​ ​ ​ Remainder of 2026 ​ $ 2,831 2027 ​ 3,775 2028 ​ 3,775 2029 ​ 3,775 2030 ​ 3,775 Thereafter ​ 11,315 Total ​ $ 29,246 ​ The Company did not identify any impairment of its finite-lived intangible assets during the three months ended March 31, 2026 and 2025. Note 8. Power Supply Agreements Rockdale Facility Power Purchase Agreement In May 2020, the Company’s subsidiary, 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 Service Programs, as defined below, participation in ERCOT’s Four Coincident Peak program (the “4CP Program”), and sales of power, to attempt to manage operating costs most efficiently. During the three months ended March 31, 2026 and 2025, the Company earned credits against future power costs in exchange for power resold of approximately $ 21.0 million and $ 7.8 million, respectively. These amounts are recorded in Power curtailment credits on the Condensed Consolidated Statements of Operations. The Company determined the Rockdale PPA meets the definition of a derivative because it allows for net settlement. 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 13 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Rockdale PPA (a non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value, with the change in the fair value recorded in Change in fair value of derivatives on the Condensed Consolidated Statements of Operations. The Rockdale PPA is not designated as a hedging instrument. The Demand Response Service Programs (as defined below), 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 the Rockdale PPA. The terms of the Rockdale PPA require margin-based collateral, calculated as exposure resulting from fluctuations in the market rate of electricity relative to the fixed price stated in the contract. As of March 31, 2026, the margin-based collateral requirement was zero . While the Company manages operating costs at the Rockdale Facility in part by periodically selling back unused or uneconomic power, the Company does not consider such actions to be trading activities. Demand Response Service Programs ERCOT has implemented demand response service programs for customers, such as the Company, that have the ability to reduce or modify electricity use in response to ERCOT instructions or signals (“Demand Response Service Programs”). These Demand Response Service 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. Market participants with flexible electrical loads, like the Company, may participate in these Demand Response Service Programs directly by offering their electrical loads into the ERCOT markets, or indirectly by voluntarily reducing their energy usage in response to increasing power demand in the ERCOT marketplace. The Demand Response Service Programs run concurrently with the Rockdale PPA. ​ Under these Demand Response Service 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 Service 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 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 during these peak periods receive credits toward transmission costs on future power bills, reducing overall power costs for the subsequent year. 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 InterContinental Exchange, Inc., to access the exchange for the execution of electricity futures contracts. 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 Condensed Consolidated Statements of Operations. 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 March 31, 2026, the Company held outstanding electricity futures contracts for 344,112 MWh with a combined fair value of $ 1.4 million included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2026, realized gains of $ 0.7 million and unrealized losses of $ 1.1 million were recognized in Other income (expense) on the Condensed Consolidated Statements of Operations. During the three months ended March 31, 2025, realized and unrealized losses of less than $ 0.1 million were recognized in Other income (expense) on the Condensed Consolidated Statements of Operations. 14 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ ​ 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 on 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 3-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 a power purchase agreement (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 on the Condensed Consolidated Balance Sheets with the change in the fair value recorded in Change in fair value of derivative asset on the Condensed Consolidated Statements of Operations. The Corsicana PPA is not designated as a hedging instrument. ​ Kentucky Facility In April 2021, the Company’s subsidiary, Block Mining, Inc. (“Block Mining”), entered into a long-term power purchase agreement, and subsequent amendments to the long-term power purchase agreement, (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 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 Midcontinent Independent System Operator (“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 Service Programs and sales of power, to attempt to manage operating costs efficiently. ​ Derivative Valuations ​ The Company’s contracts accounted for as derivatives include the Rockdale PPA and Corsicana PPA. ​ The following table presents the unobservable inputs used in the valuation of the Company’s derivatives: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation Date ​ ​ Significant Unobservable Input ​ Range ​ Average March 31, 2026 ​ ​ Forward prices (per MWh) ​ $ 28.80 - $ 95.90 ​ $ 49.12 December 31, 2025 ​ ​ Forward prices (per MWh) ​ $ 36.09 - $ 106.51 ​ $ 55.70 ​ 15 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Rockdale PPA For all periods presented, the fair value of the Rockdale PPA was in an asset position and included in Derivative assets on the Condensed Consolidated Balance Sheets. The following table presents the changes in the estimated fair value of the Rockdale PPA: ​ ​ ​ ​ ​ Derivative asset balance as of January 1, 2025 ​ $ 148,673 Change in fair value: ​ ​ Change due to future price curve ​ ​ 36,868 Change due to passage of time and settlements ​ ​ 3,521 Total change in fair value ​ ​ 40,389 Derivative asset balance as of March 31, 2025 ​ $ 189,062 ​ ​ ​ ​ Derivative asset balance as of January 1, 2026 ​ $ 147,026 Change in fair value: ​ ​ Change due to future price curve ​ ​ ( 53,117 ) Change due to passage of time and settlements ​ ​ 3,209 Total change in fair value ​ ​ ( 49,908 ) Derivative asset balance as of March 31, 2026 ​ $ 97,118 ​ Corsicana PPA ​ As of March 31, 2026, the fair value of the Corsicana PPA was in a liability position of $ 0.9 million, which was included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets, due to a significant decline in forward power prices used to determine the fair value, relative to the contracted price. As of January 1, 2025, March 31, 2025, and December 31, 2025, the fair value was in an asset position and included in Derivative assets on the Condensed Consolidated Balance Sheets. ​ The following table presents the changes in the estimated fair value of the Corsicana PPA: ​ ​ ​ ​ ​ Derivative asset balance as of January 1, 2025 ​ $ 822 Change in fair value: ​ ​ Change due to future price curve ​ ​ 1,460 Change due to passage of time and settlements ​ ​ 45 Total change in fair value ​ ​ 1,505 Derivative asset balance as of March 31, 2025 ​ $ 2,327 ​ ​ ​ ​ Derivative asset balance as of January 1, 2026 ​ $ 1,022 Change in fair value: ​ ​ Change due to future price curve ​ ​ ( 2,109 ) Change due to passage of time and settlements ​ ​ 165 Total change in fair value ​ ​ ( 1,944 ) Derivative liability balance as of March 31, 2026 ​ $ ( 922 ) ​ 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. These inputs include the fixed price of each block for the 345 MW of power to be delivered under the Rockdale PPA and 25 MW of power to be delivered under the Corsicana PPA. The valuation relies on discounted cash flow estimation models incorporating quoted commodity exchange spot and forward prices in MWh 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 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. 16 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ 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 on market data provided by a global cost of capital service provider. The discount rate includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to the Company’s credit risk. ​ Note 9. Deposits The following table presents the activity of the Company’s deposits paid: ​ ​ ​ ​ ​ Deposits on equipment: ​ ​ ​ Balance as of January 1, 2026 ​ $ 52,659 Additions ​ 16,184 Reclassifications to property and equipment ​ ​ ( 53,997 ) Balance as of March 31, 2026 ​ $ 14,846 Security deposits: ​ ​ ​ Balance as of January 1, 2026 ​ $ 23,852 Additions ​ ​ 42 Balance as of March 31, 2026 ​ ​ 23,894 Total long-term deposits ​ $ 38,740 ​ Deposits on Equipment During the three months ended March 31, 2026, the Company made deposits and advance payments of $ 16.2 million to MicroBT for the purchase of miners and reclassified $ 54.0 million of deposits made to MicroBT (see Note 6. 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 March 31, 2026, 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 (see Note 8. Power Supply Agreements ). The Company has other security deposits totaling approximately $ 0.9 million for its offices and facilities. ​ Note 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2026 ​ 2025 Property and equipment ​ $ 35,678 ​ $ 51,288 Power related costs ​ 22,597 ​ 27,006 Compensation ​ ​ 9,295 ​ ​ 20,940 Insurance ​ — ​ 40 Sales and property tax payable ​ ​ 4,747 ​ ​ 11,228 Legal settlement ​ ​ — ​ ​ 20,000 Other ​ 9,855 ​ 12,350 Total accrued expenses and other current liabilities ​ $ 82,171 ​ $ 142,852 ​ ​ 17 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Note 11. Debt ​ 2030 Notes The Company’s 0.75 % Convertible Senior Notes due 2030 (the “2030 Notes”) are recognized as long-term debt on the Condensed Consolidated Balance Sheets, net of unamortized debt issuance costs. As of March 31, 2026, the amount recognized was $ 583.0 million ($ 594.4 million principal less $ 11.4 million of unamortized debt issuance costs). During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.8 million and $ 0.8 million, respectively, of amortization of the deferred issuance costs. As of March 31, 2026, the 2030 Notes had an estimated fair value of approximately $ 683.5 million. The estimated fair value is based on quoted prices in an active market and valued at the closing price reported at the end of the period and thus represents a Level 1 measurement on the fair value hierarchy. Revolving Credit Facilities $50 Million Credit Facility In July 2024, the Company entered into a one-year $ 50.0 million Revolving Credit Facility (the “$50 Million Credit Facility”). 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 (“SOFR”). 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 pledge of cash collateral by the Company equal to 105.0 % of the Letter of Credit exposure. 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 Condensed Consolidated Balance Sheets. Variable interest, equal to approximately 3.4 % per annum as of March 31, 2026, is earned by the Company on the amount held in the control account. During the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $ 0.6 million and $ 0.0 million, respectively. The following is a summary of the revolving line of credit under the $50 Million Credit Facility as of March 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2026 Total revolving credit facility ​ $ 50,000 ​ Revolving loans: ​ ​ ​ ​ Borrowings outstanding at end of period ​ $ 34,272 ​ Weighted average daily borrowings during the period ended ​ $ — ​ Maximum daily borrowings during the period ended ​ $ — ​ Weighted average interest rate during the period ended ​ ​ 4.9 % Interest rate at end of the period ​ 4.9 % ​ ​ ​ ​ ​ Letters of credit issued ​ $ 15,171 ​ Total available capacity ​ $ 557 ​ ​ $20 Million Credit Facility In August 2024, the Company entered into a two-year $ 20.0 million Revolving Credit Facility (the “$20 Million Credit Facility”). Revolving loans borrowed by the Company under the $20 Million Credit Facility may be used for general corporate purposes and carry a per annum interest rate of 1.60 % plus the SOFR. Letters of Credit issued under the $20 Million Credit Facility have a one- 18 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ year term and incur fees of 1.5 % per annum on the amount of Letters of Credit outstanding. Letters of Credit require the pledge of cash collateral by the Company equal to 105.0 % of the Letter of Credit exposure. 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 Condensed Consolidated Balance Sheets. Variable interest, equal to approximately 3.0 % per annum as of March 31, 2026, is earned by the Company on the amount held in the control account. As of March 31, 2026, the Company had no letters of credit issued under the $20 Million Credit Facility. During the three months ended March 31, 2026 and 2025 the Company recognized interest expense of $ 0.3 million and $ 0.0 million, respectively. The following is a summary of borrowings under the $20 Million Credit Facility as of March 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2026 Total revolving credit facility ​ $ 20,000 ​ Borrowings outstanding at end of period ​ $ 20,000 ​ Weighted average daily borrowings during the period ended ​ ​ — ​ Maximum daily borrowings during the period ended ​ — ​ Weighted average interest rate during the period ended ​ ​ 5.3 % Interest rate at end of the period ​ 5.3 % ​ $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 (the “$200 Million Credit Facility”). Under the $200 Million Credit Facility, a multiple drawdown term loan facility in an aggregate principal amount of up to $200.0 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, including capital expenditures associated with the development of data centers. ​ 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 March 31, 2026, 5,802 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 Condensed Consolidated Balance Sheets. ​ During the three months ended March 31, 2026, the Company recognized interest expense on the $200 Million Credit Facility of $ 1.6 million and capitalized $ 4.7 million of interest expense into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets. No interest expense was incurred or capitalized during the three months ended March 31, 2025 . The interest rate as of March 31, 2026, was 8.3 % . ​ In April 2026, the Company entered into the Second Amended and Restated Credit Agreement, extending the maturity of the $200 Million Credit Facility to April 20, 2027. The credit facility will bear interest at a fixed annual rate equal to 6.15 %. Additionally, 1,544 bitcoin being held as collateral were released, resulting in a total of 4,258 bitcoin being held as collateral. ​ Note Payable The Company has 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. 19 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ The following table presents the Company’s future note payable principal payments due as of March 31, 2026: ​ ​ ​ ​ ​ Remainder of 2026 ​ $ 343 2027 ​ 373 2028 ​ 405 2029 ​ 443 2030 ​ 482 Thereafter ​ 2,963 Total ​ $ 5,009 ​ As of March 31, 2026, the note payable had an estimated fair value of approximately $ 4.8 million. 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. The significant assumptions used to estimate fair value of the note as of March 31, 2026 , primarily consisted of a discount rate range of 9.3 % to 10.5 % , which reflected the issuance date spread premium over the selected yield for the remaining time to maturity. ​ ​ Note 12. Leases as Lessee Operating Leases As of March 31, 2026, 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. As of March 31, 2026 and December 31, 2025, operating lease right-of-use assets were $ 35.5 million and $ 26.7 million, respectively, and operating lease liabilities were $ 35.0 million and $ 26.0 million, respectively. Finance Lease In 2025, the Company entered into a lease for equipment located at the Kentucky Facility. Title to the leased equipment will be transferred to the Company at the conclusion of the lease, which expires on December 31, 2029. As of March 31, 2026, the finance lease right-of-use asset was $ 3.4 million and there was no remaining 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 , office lease expenses are included in Selling, general, and administrative , and finance leases are amortized into Depreciation and amortization on the Condensed Consolidated Statements of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ ​ 2026 ​ ​ ​ 2025 Finance lease cost: ​ ​ ​ ​ ​ ​ Amortization of right-of-use assets ​ $ 90 ​ $ — Operating lease cost ​ ​ 2,730 ​ ​ 1,582 Variable lease cost ​ 175 ​ 98 Total lease expense ​ $ 2,995 ​ $ 1,680 ​ The following table presents supplemental lease information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2026 ​ 2025 Operating leases net operating cash outflows ​ $ 2,482 ​ ​ $ 1,259 ​ Right-of-use assets exchanged for new operating lease liabilities ​ $ 10,999 ​ ​ $ 5,962 ​ Weighted-average remaining lease term – operating leases ​ 4.1 ​ ​ 5.7 ​ Weighted-average discount rate – operating leases ​ 6.8 % ​ 7.3 % ​ 20 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ The following table presents the Company’s future minimum operating lease payments as of March 31, 2026: ​ ​ ​ ​ ​ Remainder of 2026 ​ $ 9,246 2027 ​ 9,891 2028 ​ ​ 8,138 2029 ​ 6,336 2030 ​ 2,835 Thereafter ​ 3,460 Total undiscounted lease payments ​ 39,906 Less present value discount ​ ( 4,884 ) Present value of lease liabilities ​ $ 35,022 ​ ​ Note 13. Stockholders’ Equity The Company is authorized to issue up to 680,000,000 shares of common stock, without any par value per share. ​ Each holder of common stock is entitled to one vote for each share held of record on all matters to be voted on by such holders. Holders of common stock are entitled to receive dividends, if declared. 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. During the three months ended March 31, 2026, approximately 0.4 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 0.2 million of these shares, with a fair value of approximately $ 2.0 million, to cover taxes related to the settlement of such vested RSAs and RSUs, as permitted by the 2019 Equity Incentive Plan. At-the-Market Equity (“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 (the “2025 ATM Program”). ​ During the three months ended March 31, 2026, no shares were sold under the 2025 ATM Program, and as of March 31, 2026, all $ 500.0 million in shares of the Company’s common stock were available for sale under the 2025 ATM Program. ​ Note 14. Stock-Based Compensation The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and certain consultants 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. As of March 31, 2026, the Company had 2,600,611 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan. 21 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ The following table presents the Company’s stock-based compensation expense by category: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Performance-based stock awards and units ​ $ 30,326 ​ $ 25,545 Service-based stock awards and units ​ ​ 8,464 ​ ​ 4,031 Stock options ​ ​ 376 ​ ​ — Total stock-based compensation, net of amounts capitalized ​ ​ 39,166 ​ ​ 29,576 Capitalized stock-based compensation ​ ​ 295 ​ ​ — Total stock-based compensation ​ $ 39,461 ​ $ 29,576 ​ Stock-based compensation expense is recognized in Selling, general, and administrative on the Condensed Consolidated Statements of Operations. Capitalized stock-based compensation is recognized in Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets. Performance-Based Awards and Units Performance-based RSAs and RSUs are eligible to vest over a three-year performance period based on the Company’s total shareholder return (“TSR”) as compared to the performance of the Russell 3000 Index (the “Index”). The following table presents a summary of the activity of the performance-based RSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ ​ ​ ​ Number of Shares ​ ​ ​ Fair Value Balance as of January 1, 2026 ​ 21,130,659 ​ $ 12.68 Granted ​ 5,083,828 ​ $ 8.96 Vested ​ — ​ $ — Forfeited ​ ( 98,957 ) ​ $ 8.17 Balance as of March 31, 2026 ​ 26,115,530 ​ $ 11.97 ​ As of March 31, 2026, there was approximately $ 90.4 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 1.0 years. The following table presents a summary of the activity of the performance-based RSUs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ ​ ​ ​ Number of Units ​ ​ ​ Fair Value Balance as of January 1, 2026 ​ 1,769,038 ​ $ 12.55 Granted ​ 15,784 ​ $ 8.96 Vested ​ — ​ $ — Forfeited ​ — ​ $ — Balance as of March 31, 2026 ​ 1,784,822 ​ $ 12.52 ​ As of March 31, 2026, there was approximately $ 3.8 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 0.6 years. 22 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Service-Based Awards and Units Service-based RSAs and RSUs vest over one , two , and three-year service periods. ​ The following table presents a summary of the activity of the service-based RSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ ​ ​ ​ Number of Shares ​ ​ ​ Fair Value Balance as of January 1, 2026 ​ 3,011,220 ​ $ 10.97 Granted ​ 2,609,487 ​ $ 12.67 Vested ​ ( 394,513 ) ​ $ 10.67 Forfeited ​ ( 39,322 ) ​ $ 11.93 Balance as of March 31, 2026 5,186,872 ​ $ 11.84 ​ As of March 31, 2026, there was approximately $ 49.6 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 2.0 years. The following table presents a summary of the activity of the service-based RSUs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ ​ ​ ​ Number of Units ​ ​ ​ Fair Value Balance as of January 1, 2026 ​ 230,411 ​ $ 12.00 Granted ​ 165,745 ​ $ 12.67 Vested ​ ( 4,026 ) ​ $ 12.42 Forfeited ​ — ​ $ — Balance as of March 31, 2026 392,130 ​ $ 12.28 ​ As of March 31, 2026, there was approximately $ 3.3 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 1.4 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 were 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 was contingent upon continued service with the Company through each of the applicable milestones. Any vested options were exercisable through December 31, 2030. 23 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ The following table presents a summary of the activity of the stock options: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Options ​ ​ ​ Exercise Price Balance as of January 1, 2026 ​ 1,166,861 ​ $ 8.07 Granted ​ — ​ $ — Vested ​ — ​ $ — Forfeited ​ — ​ $ — Balance as of March 31, 2026 1,166,861 ​ $ 8.07 ​ As of March 31, 2026, there was approximately $ 5.7 million of unrecognized compensation cost related to stock options, which was expected to be recognized over a remaining weighted-average vesting period of approximately 3.8 years. The weighted average remaining contractual term of the options was approximately 4.8 years. ​ The intrinsic value of the stock options was approximately $ 5.0 million. The intrinsic value is calculated as the difference between the Company’s closing stock price of $ 12.36 on March 31, 2026 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 March 31, 2026. ​ In April 2026, all stock option awards were forfeited in connection with the mutual separation of Jonathan Gibbs, former Chief Data Center Officer, and the Company. ​ Note 15. Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value measured as of March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted prices in ​ Significant other ​ unobservable ​ ​ Total carrying ​ active markets ​ observable inputs ​ inputs ​ ​ ​ ​ value ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) Bitcoin (a) ​ $ 673,885 ​ $ 673,885 ​ $ — ​ $ — Restricted bitcoin (a) ​ $ 395,810 ​ $ 395,810 ​ $ — ​ $ — Derivative assets (b) ​ $ 97,118 ​ $ — ​ $ — ​ $ 97,118 Derivative liabilities (c) ​ $ 922 ​ $ ​ ​ $ ​ ​ $ 922 Contingent consideration liabilities (d) ​ $ 8,195 ​ $ — ​ $ — ​ $ 8,195 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value measured as of December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted prices in ​ Significant other ​ unobservable ​ ​ Total carrying ​ active markets ​ observable inputs ​ inputs ​ ​ ​ ​ value ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) Bitcoin (a) ​ $ 1,227,462 ​ $ 1,227,462 ​ $ — ​ $ — Restricted bitcoin (a) ​ $ 347,979 ​ $ 347,979 ​ $ — ​ $ — Derivative assets (b) ​ $ 148,048 ​ $ — ​ $ — ​ $ 148,048 Contingent consideration liabilities (d) ​ $ 8,195 ​ $ — ​ $ — ​ $ 8,195 ​ (a) See Note 5. Bitcoin. (b) See Note 8. Power Supply Agreements . (c) See Note 8. Power Supply Agreements . Derivative liability balances are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. (d) See Note 16. Commitments and Contingencies . ​ There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. 24 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ 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, 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. As of March 31, 2026 and December 31, 2025, the fair values of cash and cash equivalents, restricted cash, accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, contract liabilities, and accrued expenses and other current liabilities approximated their carrying values because of the short-term nature of these instruments. ​ Note 16. Commitments and Contingencies Commitments Miners and mining equipment Through March 31, 2026, the Company has paid approximately $ 796.1 million in total deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described in Note 6. Property and Equipment . As of March 31, 2026, the Company has a remaining commitment of $ 4.8 million for the purchase of miners, which is expected to be paid in the second quarter of 2026. Infrastructure During 2024, the Company entered into agreements related to water supply infrastructure for the Corsicana Facility, resulting in total remaining commitments of approximately $ 8.9 million as of March 31, 2026. The Company expects to incur these costs through the remainder of 2026. Contingent consideration liabilities Block Mining As part of the July 23, 2024 acquisition of Block Mining, a vertically integrated bitcoin mining company based in Kentucky, (the “Block Mining Acquisition”) , the sellers are eligible to earn an additional $ 32.5 million in potential earn-out targets, payable in cash or stock, if certain milestones were reached by December 31, 2025. This contingent consideration had an acquisition date fair value of $ 26.1 million. As of March 31, 2026, the Block Mining Acquisition contingent consideration had an estimated fair value of $ 6.2 million recognized on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion . The fair value measurement as of March 31, 2026, 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. Treasury rate for the corresponding time periods and a credit spread of approximately 1 % based on the median of Investment Grade 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, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $ 6.2 million. There were no changes to the fair value of the Block Mining Acquisition contingent consideration during the three months ended March 31, 2026. E4A Solutions As part of the acquisition of E4A Solutions, a Texas-based provider of electrical engineering solutions (the “E4A Solutions Acquisition”) , the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ adjusted EBITDA, calculated as 25 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ 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 consideration was recognized as the acquisition date fair value of $ 2.6 million. As of March 31, 2026, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $ 2.0 million. It is recognized at fair value on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, less current portion. The fair value measurement as of March 31, 2026 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, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $ 2.0 million. There were no changes to the fair value of the E4A Solutions Acquisition contingent consideration during the three months ended March 31, 2026. For the three months ended March 31, 2025, the change in fair value of the Company’s total contingent consideration was a gain of $ 8.3 million. Contingencies Legal Proceedings The Company, and our subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to our business and transactions arising in the ordinary course of business. We cannot predict the final outcome of such proceedings. Where appropriate, we vigorously defend such claims, lawsuits, and proceedings. Some of these claims, lawsuits and proceedings seek damages, including direct, consequential, exemplary, and/or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by our insurance program. We maintain property and various types of liability insurance in an effort to protect ourselves from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and we maintain a retention or deductible associated with such insurance, we may establish an accrual for such loss, retention or deductible based on current available information. 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 Condensed Consolidated Balance Sheets. 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. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting our defense of such matters. 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, 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. ​ 26 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Green Revolution Cooling Patent Dispute 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. Patent Nos. 9,992,914 (the “’914 Patent”) and 10,123,463 (the “’463 Patent”). GRC sought monetary damages through the time of trial, in excess of $ 52.0 million. GRC also sought 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. On April 9, 2026, a jury was convened and on April 13, 2026, trial commenced in the Western District of Texas. On April 13, 2026, the Court granted a directed verdict of no infringement for the ’463 Patent, leaving only the ’914 Patent for the jury to decide liability and damages. On April 17, 2026, the jury returned a verdict in favor of the Company, finding that it did not infringe the ’914 Patent. Accordingly, neither the Court nor the jury assessed any damages. The case now proceeds to post-trial briefing, and GRC may appeal the Court’s and the jury’s decisions. ​ Legacy Hosting Customer Disputes SBI On April 5, 2023, SBI Crypto Co., Ltd. (“SBI”) filed a complaint in the United States District Court for the Western District of Texas (Case No. 6:23-cv-252), which it later amended, against Whinstone alleging breach of contract, fraud, and negligent bailment claims related to a colocation services agreement between Whinstone and SBI that was terminated in 2021. On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023. 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 attributable to 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. 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 April 17, 2026, the court granted the Company and SBI’s joint motion, which dismissed all claims with prejudice. ​ GMO ​ On June 13, 2022, GMO Gamecenter USA, Inc. and its parent, GMO Internet Group, Inc., (collectively, “GMO”) filed a complaint against Whinstone alleging breach of a colocation services agreement between GMO and Whinstone, which has since been terminated, seeking damages in excess of $ 150.0 million for lost profit and profit sharing payments GMO alleges it was owed from Whinstone. The case is pending in the United States District Court for the Southern District of New York (Case No. 1:22-cv-05974-JPC). Whinstone has responded to GMO’s claims and raised counterclaims of its own, alleging GMO itself breached the colocation services agreement, seeking a declaratory judgment and damages in excess of $ 25.0 million. 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 fully submitted and pending decision by the court. The Company cannot reasonably estimate the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time. ​ 27 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Note 17. Earnings Per Share (“EPS”) The following table presents potentially dilutive securities that were not included in the computation of diluted net income (loss) per share as their inclusion would have been anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Warrants to purchase common stock ​ ​ 63,000 ​ ​ 63,000 Unvested RSAs (a) ​ ​ 31,302,402 ​ ​ 22,141,539 Unvested RSUs ​ ​ 2,176,952 ​ ​ 2,123,137 Stock options ​ ​ 1,166,861 ​ ​ — 2030 Notes ​ ​ 39,988,127 ​ ​ 39,988,127 Total ​ ​ 74,697,342 ​ ​ 64,315,803 ​ (a) Unvested restricted stock awards are included in total common shares outstanding but are excluded from the calculation of basic earnings per share. ​ ​ ​ Note 18. Segment Information The Company has three reportable segments: Bitcoin Mining, Data Center, and Engineering. 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 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 three reportable segments, and as part of the budgeting process and review of budget-to-actual variances for capital allocation decisions. 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. The Company also does not regularly provide segment assets to its CODM, 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 Data Center segment generates revenue from developing and leasing data center space and power capacity to third-party customers. The Engineering segment generates revenue through customer contracts for custom-engineered electrical products and services. All revenue and cost of revenue from intersegment transactions have been eliminated in the Condensed Consolidated Statements of Operations. 28 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ The following tables present segment revenue and segment gross profit (loss), including the significant expense items reviewed by the CODM: Three Months Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ Data Center ​ Engineering ​ Total Revenue from external customers ​ $ 111,895 ​ $ 33,150 ​ $ 22,174 ​ $ 167,219 Intersegment revenue ​ ​ — ​ ​ — ​ ​ 17,738 ​ ​ 17,738 Segment revenue ​ ​ 111,895 ​ ​ 33,150 ​ ​ 39,912 ​ ​ 184,957 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 17,738 ) Total consolidated revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 167,219 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Power ​ ​ 72,317 ​ ​ 27 ​ ​ — ​ ​ 72,344 Compensation ​ ​ 5,045 ​ ​ 58 ​ ​ — ​ ​ 5,103 Insurance on miners ​ ​ 1,462 ​ ​ — ​ ​ — ​ ​ 1,462 Water and property tax ​ ​ 5,656 ​ ​ — ​ ​ — ​ ​ 5,656 Tenant fit-out costs ​ ​ — ​ ​ 30,688 ​ ​ — ​ ​ 30,688 Materials ​ ​ — ​ ​ — ​ ​ 21,525 ​ ​ 21,525 Labor ​ ​ — ​ ​ — ​ ​ 2,765 ​ ​ 2,765 Other segment items (a) ​ ​ 2,282 ​ ​ — ​ ​ 8,175 ​ ​ 10,457 Segment gross profit (loss) ​ $ 25,133 ​ $ 2,377 ​ $ 7,447 ​ $ 34,957 ​ ​ Three Months Ended March 31, 2025 (b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ Engineering ​ Total Revenue from external customers ​ ​ ​ ​ $ 142,859 ​ $ 13,920 ​ $ 156,779 Intersegment revenue ​ ​ ​ ​ ​ — ​ ​ 6,324 ​ ​ 6,324 Segment revenue ​ ​ ​ ​ ​ 142,859 ​ ​ 20,244 ​ ​ 163,103 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other revenue (c) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,608 Elimination of intersegment revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 6,324 ) Total consolidated revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 161,387 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Power ​ ​ ​ ​ ​ 61,830 ​ ​ — ​ ​ 61,830 Compensation ​ ​ ​ ​ ​ 4,445 ​ ​ — ​ ​ 4,445 Insurance on miners ​ ​ ​ ​ ​ 1,462 ​ ​ — ​ ​ 1,462 Ground rent and related water and property tax ​ ​ ​ ​ ​ 2,143 ​ ​ — ​ ​ 2,143 Materials ​ ​ ​ ​ ​ — ​ ​ 3,646 ​ ​ 3,646 Labor ​ ​ ​ ​ ​ — ​ ​ 1,162 ​ ​ 1,162 Other segment items (a) ​ ​ ​ ​ ​ 4,939 ​ ​ 6,998 ​ ​ 11,937 Segment gross profit (loss) ​ ​ ​ ​ $ 68,041 ​ $ 8,438 ​ $ 76,479 ​ (a) For each reportable segment, the other segment items category primarily consists of: Bitcoin Mining: Bitcoin miner and network repair and maintenance costs. Engineering: Manufacturing overhead costs. (b) The Company recognized its new Data Center operations as a reportable segment in the three months ended March 31, 2026. Accordingly, the Data Center segment is omitted from the table because there was no segment revenue or segment gross profit (loss) for the three months ended March 31, 2025. 29 Table of Contents Riot Platforms, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) ​ (c) 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). ​ The following table presents the reconciliation of segment gross profit (loss) to Net income (loss) before taxes : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Segment gross profit (loss) ​ $ 34,957 ​ $ 76,479 ​ ​ ​ ​ ​ ​ ​ Reconciling items: ​ ​ ​ ​ Other profit (loss) (a) ​ ​ — ​ ​ ( 4,357 ) Elimination of intersegment profits ​ ( 3,414 ) ​ ( 10,681 ) Acquisition-related costs ​ — ​ ( 76 ) Selling, general, and administrative ​ ( 76,180 ) ​ ( 71,448 ) Depreciation and amortization ​ ( 97,734 ) ​ ( 77,926 ) Change in fair value of bitcoin ​ ​ ( 326,669 ) ​ ​ ( 208,040 ) Change in fair value of derivatives ​ ( 51,852 ) ​ 41,894 Power curtailment credits ​ ​ 21,023 ​ ​ 7,801 Change in fair value of contingent consideration ​ — ​ 8,252 (Loss) gain on sale/exchange of equipment ​ ​ — ​ ​ ( 129 ) Interest income ​ 2,313 ​ 3,397 Interest expense ​ ​ ( 2,618 ) ​ ​ ( 2,308 ) Loss on equity method investment - marketable securities ​ — ​ ( 63,238 ) Other income (expense) ​ ( 12 ) ​ 93 Net income (loss) before taxes ​ $ ( 500,186 ) ​ $ ( 295,930 ) ​ ​ (a) Other profit (loss) is primarily attributable to legacy Data Center Hosting bitcoin mining activity for the three months ended March 31, 2025, and is therefore not included in the total for segment gross profit (loss). ​ Concentrations ​ During the three months ended March 31, 2026, Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool and Data Center revenue generated by the Company’s AMD lease each contributed more than 10% of the Company’s total consolidated revenue . During the three months ended March 31, 2025, Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool contributed more than 10% of the Company’s total consolidated revenue . During the three months ended March 31, 2026 and 2025, Bitcoin Mining power was primarily obtained from ERCOT. During the three months ended March 31, 2026, Data Center power was entirely obtained from ERCOT. ​ 30 Table of Contents