Riot Platforms, Inc.

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 itstwo 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 approximately 400 MW of developed capacity for Bitcoin Mining, and upon completion, is expected to have a total of approximatelyone gigawatt (“GW”) of developed capacity available for high-density compute workloads. The Kentucky Facility currently provides approximately 192 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 develop and monetize portions of its existing facilities and power pipeline through the provision of data center leasing services. During the six months ended June 30, 2026, the Company and Advanced Micro Devices, Inc. (“AMD”) entered into a long-term data center lease agreement (the “AMD Lease”) and amendment to the AMD Lease (the “AMD Lease Amendment”) at the Rockdale Facility for the deployment of 50 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. See Note 3.Data Center Operations.

In August 2026, the Company and a leading frontier AI lab, (the “Tenant”), entered into a long-term data center lease agreement (the “Tenant Lease”) at the Rockdale Facility for an initial deployment of 191 MW of critical IT load capacity. See Note 3.Data Center Operations.

As described in Note 18.Segment Information, the Company operates inthree 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”), MW, GW, 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 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 receivable, 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.

Change in Reportable Segments

As of December 31, 2025, the Company operated intwo reportable business segments: Bitcoin Mining and Engineering. As of June 30, 2026, the Company operated inthree reportable business segments: Bitcoin Mining, Data Center, and Engineering.

During the first quarter of 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. Beginning 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 thelegacy 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 Informationfor 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 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 included an initial deployment of 25 MW of critical IT load capacity delivered in phases beginning with 5 MW of critical IT load capacity that was delivered in January 2026 and the remaining 20 MW that was 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 the AMD Lease Amendment, in which AMD exercised a portion of the existing expansion option in the AMD Lease to provide an additional deployment of 25 MW of critical IT load capacity to be delivered in phases beginning with 10 MW of critical IT load capacity expected to be delivered in November 2026 and the remaining 15 MW expected

to be delivered in May 2027. Under the AMD Lease Amendment, AMD holds a remaining balance of 50 MW of reserved critical IT load capacity under the existing 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 AMD Lease and the AMD Lease Amendment. All associated costs incurred by the Company plus a margin will be reimbursable and paid by AMD.

The following table presents the components of the Company’s Data Center revenue for the three and six months ended June 30, 2026:

The following table presents the Company’s future minimum operating lease payments to be received as of June 30, 2026. The table includes only base rent and excludes reimbursements and variable lease components:

Subsequent Tenant Lease

In August 2026, the Company entered into the Tenant Lease to provide 191 MW of critical IT load capacity at the Rockdale Facility. The Tenant Lease includes an initial deployment of 96 MW of critical IT load capacity anticipated to be delivered in December 2027, with the remaining capacity anticipated to be delivered in June 2028.

The Tenant Lease carries an initial term of 20 years, commencing upon full deployment anticipated in June 2028, includes provisions fortwo successive five-year renewal terms at the option of the lessee, and is expected to generate approximately $9.1 billion in base rent over the initial term.

In August 2026, Riot DC Logistics LLC, a wholly owned subsidiary of the Company (the “Borrower”), entered into a $573.0 million interim credit facility (the “$573 Million Credit Facility”) with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, to fund long-lead equipment procurement and other development costs for the Tenant Lease. The facility matures on October 15, 2026, subject to extension in certain circumstances in connection with the Company's re-financing of the $573 Million Credit Facility, and bears interest at a variable rate of the Secured Overnight Financing Rate (“SOFR”) plus 2.75%, and is secured by substantially all assets of the Borrower related to the project. The $573 Million Credit Facility is non-recourse to Riot Platforms, Inc., subject to customary non-recourse carve-outs.

Note 4. Revenue from Contracts with Customers

Disaggregated revenue

Revenue disaggregated by reportable segment is presented in Note 18.Segment Information.

Contract assets

Contract assets are recognizedas a result of incurring costs in excess of amounts billed on uncompleted Engineering contracts and uncompleted amounts related to Data Center tenant fit-out services. As of June 30, 2026, contract assets of $19.9 million consisted of $12.5 million attributable to Engineering contracts and $7.4 million attributable to Data Center tenant fit-out services. As of December 31, 2025, contract assets of $8.3 million were attributable to Engineering.

Contract liabilities

Contract liabilities are recognizedas a result of amounts billed exceeding costs incurredon uncompleted Engineering contracts and uncompleted amounts related to Data Center tenant fit-out services. As of June 30, 2026, contract liabilities of $65.6 million consisted of $63.1 million attributable to Engineering contracts and $2.5 million attributable to deferred revenue on Data Center tenant fit-out services. As of December 31, 2025, contract liabilities of $37.1 million were attributable to Engineering.

For the three months ended June 30, 2026 and 2025, the beginning balance of contract liabilities recognized as revenue was $16.4 million and $2.4 million, respectively, and $22.2 million and $6.9 million, respectively, for the six months ended June 30, 2026 and 2025.

For the three months ended June 30, 2026 and 2025, revenue recognized as a result of satisfying performance obligations in previous periods was $0.1 million and $0.1 million, respectively, and $ (0.6) million and $(0.4) million, respectively, for the six months ended June 30, 2026 and 2025.

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.

Note 5. Bitcoin

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

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.

Note 6. Property and Equipment

The following table presents the Company’s property and equipment:

The Company incurred impairment charges of $28.0 million for its property and equipment during the three and six months ended June 30, 2026, due to certain long-lead items, previously included in Construction in progress related to the planned expansion of the Rockdale Facility for bitcoin mining purposes, being deemed to be impaired as a result of the Company’s decision to expand the Rockdale Facility for data center application purposes. The Company did not incur any impairment charges for its property and equipment during the three and six months ended June 30, 2025.

For the three months ended June 30, 2026 and 2025, depreciation expense related to property and equipment totaled $96.6 million and $82.2 million, respectively, and $193.3 million and $159.1 million, respectively, for the six months ended June 30, 2026 and 2025.

Miners and mining equipment

As of June 30, 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”). Between 2023 and 2026, the Company executed purchase orders with MicroBT to acquire U.S.-manufactured miners with a total hash rate of 50.9 exahash per second (“EH/s”), for a total purchase price of approximately $795.2 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 through the fourth 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 June 30, 2026:

The following table presents the Company’s finite-lived intangible assets as of December 31, 2025:

For the three months ended June 30, 2026 and 2025, amortization expense related to finite-lived intangible assets was $0.9 million and $1.0 million, respectively, and $1.9 million and $2.0 million, respectively, for the six months ended June 30, 2026 and 2025.

The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of June 30, 2026:

The Company did not identify any impairment of its finite-lived intangible assets during the three and six months ended June 30, 2026 and 2025.

Note 8. Power Supply Agreements

Rockdale Facility

Power Purchase Agreement

In May 2020, Whinstone US, Inc. (“Whinstone”), the Company’s subsidiary, 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. Under the Rockdale PPA, the Company has contracted for a total of 345 MW of long-term, fixed-price power, in three blocks: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. The Rockdale PPA also permits the purchase of additional power at market prices, as needed.

Under the Rockdale PPA, the Company may elect not to use its contracted power for operations and instead elect to sell that power in exchange for credits against future power costs when doing so is economically beneficial 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 Electric Reliability Council of Texas, Inc.’s (“ERCOT”) Four Coincident Peak program (the “4CP Program”), and sales of power, to attempt to manage operating costs most efficiently.

For the three months ended June 30, 2026 and 2025, the Company earned credits against future power costs in exchange for power resold of approximately $10.1 million and $8.3 million, respectively, and approximately $31.1 million and $16.1 million, respectively, for the six months ended June 30, 2026 and 2025. These amounts are recorded inPower 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 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 inChange in fair value of derivativeson 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 June 30, 2026, the margin-based collateral requirement waszero.

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 offers demand response service programs for customers, including the Company, that can reduce or modify electricity consumption 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, such as 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 operate concurrently with the Rockdale PPA.

Under these Demand Response Service Programs, the Company may 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), when demand on the ERCOT grid is typically at its highest. 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 inNet 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 June 30, 2026, the Company held outstanding electricity futures contracts for 805,120 MWh with a combined fair value of $1.5 million included inPrepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

The following table presents the realized and unrealized gains and losses recognized by the Company on its electricity futures, which are recognized inOther income (expense) on the Condensed Consolidated Statements of Operations:

During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, 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 three-year term ending November 25, 2027. Although this contract does not require the supply of power at a fixed price, it allows the parties to enter into fixed-price contracts.

Under the requirements contract with MEMSIS, during the year ended December 31, 2024, Riot and MEMSIS entered into 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 inChange in fair value of derivatives 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 (collectively, 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 use its long-term, fixed-price power for its operations, and instead elect to sell that power back into the Midcontinent Independent System Operator, Inc. (“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:

Rockdale PPA

For all periods presented, the fair value of the Rockdale PPA was in an asset position and included inDerivative assetson the Condensed Consolidated Balance Sheets.

The following table presents the changes in the estimated fair value of the Rockdale PPA:

Corsicana PPA

As of June 30, 2026, the fair value of the Corsicana PPA was in a liability position of $0.6 million, which was included inAccrued 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, June 30, 2025, and December 31, 2025, the fair value was in an asset position and included inDerivative assets on the Condensed Consolidated Balance Sheets.

The following table presents the changes in the estimated fair value of the Corsicana PPA:

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 used 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 24.1%. 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.

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

During the six months ended June 30, 2026, the Company made deposits and advance payments of $41.4 million to MicroBT for the purchase of miners and reclassified $86.5 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 June 30, 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 remainder of the Company’s security deposits consisted of approximately $1.0 million for its offices and facilities.

Note 10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

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 June 30, 2026, the amount recognized was $583.7 million, consisting of $594.4 million principal less $10.6 million of unamortized debt issuance costs.

For the three months ended June 30, 2026 and 2025, amortization of the deferred issuance costs was $0.7 million and $0.7 million, respectively, and $1.5 million and $1.5 million, respectively, for the six months ended June 30, 2026 and 2025.

As of June 30, 2026, the 2030 Notes had an estimated fair value of approximately $1.2 billion. 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 therefore represents a Level 1 measurement on the fair value hierarchy.

The 2030 Notes are convertible at the option of the holders during the third quarter 2026 because the closing price of the Company’s common stock exceeded 130% of the applicable conversion price for at least 20 trading days in the 30 consecutive trading days ending on June 30, 2026. The Company has the ability and intent to settle potential conversions in the Company’s common stock, at its election. As such, the 2030 Notes continue to be classified as long-term debt on the Company’s Condensed Consolidated Balance Sheets.

Revolving Credit Facilities

$50 Million Credit Facility

In July 2024, the Company entered into aone-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. In June 2026, the Company extended the terms of the facility through July 15, 2027. 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 SOFR. Letters of Credit issued under the $50 Million

Credit Facility have aone-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 held in a control account maintained by the lender. The control account earns interest at a variable rate and is included inRestricted cash on the Condensed Consolidated Balance Sheets. As of June 30, 2026, the variable rate on the control account was approximately 3.4% per annum.

For the three months ended June 30, 2026 and 2025, the Company recognized $0.2 million and $0.3 million, respectively, and for the six months ended June 30, 2026 and 2025, $0.8 million and $0.3 million, respectively, of interest expense.

The following is a summary of the revolving line of credit under the $50 Million Credit Facility as of June 30, 2026:

$20 Million Credit Facility

In August 2024, the Company entered into atwo-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 aone-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 held in a control account maintained by the lender. The control account earns interest at a variable rate and is included inRestricted cash on the Condensed Consolidated Balance Sheets. As of June 30, 2026, the variable rate on the control account was approximately 3.0% per annum.

As of June 30, 2026, the Company hadno letters of credit issued under the $20 Million Credit Facility.

For the three months ended June 30, 2026 and 2025, the Company recognized $0.3 million and $0.3 million, respectively, and for the six months ended June 30, 2026 and 2025, $0.5 million and $0.3 million, respectively, of interest expense.

The following is a summary of borrowings under the $20 Million Credit Facility as of June 30, 2026:

$200 Million Credit Facility

On April 22, 2025, the Company entered into a$100.0 million credit facility with Coinbase Credit, Inc., which was subsequently upsized on May 20, 2025 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 for key strategic initiatives and general corporate purposes, including capital expenditures related to data center development.

Prior to April 22, 2026, all amounts borrowed under the $200 Million Credit Facility bore 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 had a term ofone year following commencement, with the Company having the ability to request a one-year extension, subject to consent by Coinbase Credit Inc. Amounts borrowed under the $200 Million Credit Facility, including amendments thereto, are secured by a portion of the Company’s total bitcoin holdings. The pledged collateral under the $200 Million Credit Facility may not be used by the lender to secure any other loan account.

On April 21, 2026, the Company entered into the Second Amended and Restated Credit Agreement with Coinbase Credit, Inc., which extended the maturity of the $200 Million Credit Facility to April 20, 2027, and changed the interest incurred to a fixed annual rate equal to 6.15%.

As of June 30, 2026,5,821 of the Company’s bitcoin were pledged as collateral to secure the $200 Million Credit Facility. The fair value of the pledged bitcoin is recognized inRestricted bitcoin on the Condensed Consolidated Balance Sheets.

For the three and six months ended June 30, 2026, the Company recognized interest expense on the $200 Million Credit Facility of$3.4 million and $8.1 million, respectively, all of which was capitalized into Construction in progress withinProperty and equipment, net on the Condensed Consolidated Balance Sheets.

For the three and six months ended June 30, 2025,$3.1 million of interest expense was incurred andno incurred interest was capitalized. As of June 30, 2025, the variable interest rate was 9.0%.

Note Payable

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

The following table presents the Company’s future note payable principal payments due as of June 30, 2026:

As of June 30, 2026, the note payable had an estimated fair value of approximately $4.9 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 June 30, 2026, primarily consisted of a discount rate range of 9.4% to 11.3%, 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 June 30, 2026, the Company had operating leases primarily for its various corporate 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 June 30, 2026 and December 31, 2025, operating lease right-of-use assets were $35.4 million and $26.7 million, respectively, and operating lease liabilities were $34.8 million and $26.0 million, respectively.

Finance Lease

In August 2025, the Company entered into a lease for equipment located at the Kentucky Facility. The lease expires on December 31, 2029, at which time title to the leased equipment will be transferred to the Company.

As of June 30, 2026, the finance lease right-of-use asset was $3.3 million and there wasno remaining lease liability.

The following table presents the components of the Company’s lease expense. Ground and facilities lease expenses are included inCost of revenue, office lease expenses are included inSelling, general, and administrative, and finance leases are amortized intoDepreciation and amortization on the Condensed Consolidated Statements of Operations:

The following table presents supplemental lease information:

The following table presents the Company’s future minimum operating lease payments as of June 30, 2026:

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 six months ended June 30, 2026, the increase of approximately 6.4 million shares of common stock outstanding was attributable to the awarding of approximately 8.2 million restricted stock awards (“RSAs”) and the issuance of less than 0.1 million common shares in settlement of an equal number of fully vested restricted stock units (“RSUs”), net of approximately 0.2 million of shares with a fair value of approximately $2.5 million to cover taxes related to the settlement of such vested RSAs, as permitted by the 2019 Equity Incentive Plan, as amended (the “2019 Equity Incentive Plan”). These increases were partially offset by the forfeiture of approximately 1.6 million RSAs.

Subsequent Stock-Based Compensation Activity

During July 2026, approximately 16.5 million RSAs vested and the Company issued approximately 1.4 million common shares in settlement of an equal number of fully vested RSUs, net of approximately 4.1 million shares to cover taxes related to the settlement of such vested RSAs, 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 six months ended June 30, 2026, no shares were sold under the 2025 ATM Program, and as of June 30, 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.

In June 2026, the Company’s stockholders approved the Seventh Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 15.0 million shares.

As of June 30, 2026, the Company had 19,709,910 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

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

Stock-based compensation expense is recognized inSelling, general, and administrative on the Condensed Consolidated Statements of Operations. Capitalized stock-based compensation isrecognized in Construction in progress withinProperty and equipment, net on the Condensed Consolidated Balance Sheets.

Performance-Based Awards and Units

Performance-based RSAs and RSUs are eligible to vest either over a three-year performance period based on a market driven comparison of the Company’s total shareholder return (“TSR”) and the performance of the Russell 3000 Index (the “Index”), or annually based on the achievement of certain Company determined performance milestones.

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

As of June 30, 2026, there was approximately $62.3 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.8 years.

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

As of June 30, 2026, there was approximately $1.8 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 0.4 years.

Service-Based Awards and Units

Service-based RSAs and RSUs vest overone, two, andthree-year service periods.

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

As of June 30, 2026, there was approximately $38.7 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.9 years.

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

As of June 30, 2026, there was approximately $2.5 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.3 years.

Stock Options

In June 2025, the Company granted approximately 1.2 million performance-based stock option awards under the 2019 Equity Incentive Plan. The stock option awards were eligible to vest inone-third increments upon meeting certain specified data center development-based EBITDA milestones through December 31, 2029, contingent upon continued service with the Company through each of the applicable milestones. Any vested options were exercisable through December 31, 2030.

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

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:

There wereno transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring 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 June 30, 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 June 30, 2026, the Company has paid approximately $821.3 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 June 30, 2026, the

Company has a remaining commitment of $7.7 million for the purchase of miners, which is expected to be paid through the fourth 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 $2.6 million as of June 30, 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, and both the Company and the sellers agree the milestones were reached. This contingent consideration had an acquisition date fair value of$26.1 million.

As of June 30, 2026, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million recognized on the Condensed Consolidated Balance Sheets inContingent consideration liabilities, current portion. The fair value measurement as of June 30, 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 wereno changes to the fair value of the Block Mining Acquisition contingent consideration during the three and six months ended June 30, 2026. Subsequent to June 30, 2026, the Company and the sellers agreed upon the milestones reached and the Company paid the $6.2 million that was accrued.

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 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 at the acquisition date fair value of$2.6 million.

As of June 30, 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, current portion.*The fair value measurement as of June 30, 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 wereno changes to the fair value of the E4A Solutions Acquisition contingent consideration during the three and six months ended June 30, 2026.

For the three and six months ended June 30, 2025, the change in fair value of the Company’s total contingent consideration was a gain of $9.4 million and $17.6 million, respectively.

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.

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. On June 1, 2026, GRC filed a Motion for New Trial (the “Motion”) and on June 15, 2026, the Company filed its response. The Motion is currently pending in the Western District of Texas.

On June 3, 2026, GRC filed a new complaint for patent infringement against the Company, Riot Corsicana, LLC, and Whinstone (Case No. 3:26-cv-01842) in the United States District Court for the Northern District of Texas alleging infringement of U.S. Patent No. 12,513,853 by the Company’s immersion cooling systems. The Company has engaged counsel and is working with counsel to evaluate and defend the Company against this infringement claim. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.

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 struck. 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 had 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 believed many of the claims were barred or waived, and that all of SBI’s claims substantively lack merit, and Whinstone vigorously contested 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. By order dated May 13, 2026, the court scheduled trial for January 5, 2027. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time.

Note 17. Earnings Per Share (“EPS”)

The following table presents potentially dilutive securities that were included in the computation of diluted net income (loss) per share:

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:

Note 18. Segment Information

The Company hasthree 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’sthree reportable segments, and as part of the budgeting process and review of budget-to-actual variances for capital allocation decisions.

The $97.2 million of goodwill from the Block Mining Acquisition is allocated to the Bitcoin Mining segment and $25.3 million of goodwill from the E4A Solutions Acquisition is allocated to the Engineering segment. The Company 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.

The following tables present segment revenue and segment gross profit (loss), including the significant expense items reviewed by the CODM:

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025(c)

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025(c)

Bitcoin Mining: Bitcoin miner and network repair and maintenance costs.

Engineering: Manufacturing overhead costs.

The following table presents the reconciliation of segment gross profit (loss) toNet income (loss) before taxes:

Concentrations

For the three and six months ended June 30, 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.

For the three and six months ended June 30, 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.

For the three and six months ended June 30, 2026 and 2025, Bitcoin Mining power was primarily obtained from ERCOT.

For the three and six months ended June 30, 2026, Data Center power was entirely obtained from ERCOT.