Riot Platforms, Inc.

Current report

We depend on grid operators, electrical distribution providers, and regulators for access to power, and changes in the laws, rules, and market requirements applicable to large electrical loads could increase our costs, delay or prevent the interconnection of new capacity, or require us to curtail our operations.

Current report

In Texas, SB 6, enacted in 2025, and the rules adopted and proposed to implement it have changed, and continue to change, the terms on which large loads connect to and use the ERCOT grid. New or expanded large loads must now post significant financial security, pay study and direct interconnection costs in advance, make extensive technical disclosures, and commit to minimum billing demand, and may forfeit posted security if a project is withdrawn or is not energized on schedule. New large loads must also proceed through ERCOT’s batch study process, which has been delayed by a state-directed audit of data center projects, and further delays could postpone the energization of expansion capacity at our Texas facilities or of any new sites. In addition, SB 6 requires ERCOT to ensure that utilities serving customers interconnected after December 31, 2025 develop protocols, including the installation of any necessary equipment before interconnection, to enable the curtailment of those loads during firm load-shed events. SB 6 also requires the PUCT to revise its transmission cost-allocation rules by December 31, 2026. The PUCT is considering measures that could shift a greater share of transmission upgrade costs to large loads, impose long-term minimum demand charges, and replace the current 4CP methodology with a 12CP methodology. If adopted substantially as proposed, these measures could materially increase our transmission-related charges and reduce the benefit of the demand-response and 4CP-avoidance strategies on which we have historically relied. SB 6 further directs ERCOT and the PUCT to establish curtailment obligations for certain large loads during firm load-shed events and a reliability service under which ERCOT may direct large loads to reduce demand on short notice.

Current report

ERCOT has also adopted, and continues to develop, grid-stability requirements for large loads. Voltage and frequency ride-through requirements for large computational loads became effective on August 1, 2026. Although our existing operations qualify for an exemption from these requirements, expansion capacity may not qualify. In addition, ERCOT has established IROLs for regional groups of large loads and may limit the aggregate consumption of the loads within a group, which could require us to install additional equipment, modify cooling and electrical systems, or limit our equipment and facility design choices. Our Corsicana Facility is included in one of these groups, and its consumption could be capped or curtailed as other loads in the group increase their consumption, even if our own usage does not change. ERCOT and Oncor also periodically test and monitor our Texas facilities, and

Current report

we have experienced curtailments in connection with those grid conditions. Any curtailment or interruption of power at our data center facilities could also adversely affect our ability to meet our obligations to our data center tenants.

Current report

At the federal level, new or revised NERC reliability standards, whether applied to our facilities directly or through our grid operators and electrical distribution providers, could impose additional technical, reporting, and compliance obligations. In addition, in August 2026, the President issued Executive Order 14421 addressing national security risks associated with certain foreign-produced electric equipment used in the bulk-power system, and the U.S. Department of Energy is considering how to implement it, including through potential procurement restrictions and requirements affecting existing equipment. Depending on how these measures are implemented and whether they apply to infrastructure serving our facilities, they could limit available suppliers, require us to mitigate or replace equipment, increase our costs, or delay the interconnection or expansion of our facilities.

Current report

Increasing political and regulatory scrutiny of data centers in Texas could delay or prevent our data center development, increase our costs, and reduce the incentives available to our projects.

Current report

Texas state officials have taken a series of actions directed at data center development. In August 2026, the Governor directed the PUCT and ERCOT to audit data center projects in ERCOT’s interconnection process and to deny interconnection to projects that fail to meet applicable requirements. In September 2026, the Governor directed the TCEQ to suspend the issuance of permits sought by data center projects pending completion of that audit and a state evaluation of the impact of data centers on municipal water supplies. The Governor has also indicated that future permitting may be conditioned on, among other things, project sponsors bearing the full cost of dedicated grid infrastructure, reporting electricity and water usage, and complying with local setback ordinances, and has stated an intention to work with the Texas Legislature to eliminate tax exemptions and economic development incentives for data centers. In addition, Texas officials have intensified enforcement of mandatory water-use survey requirements, and the OAG has opened an investigation into data center compliance with those requirements.

Current report

Our future data center projects in Texas, including expansions of our existing facilities and any new sites, may require new or modified TCEQ permits or other approvals. These actions, and any similar measures adopted by state or local authorities in Texas or elsewhere, could delay or prevent those projects, increase our compliance and development costs, or reduce or eliminate tax abatements or other incentives on which the economics of our projects depend. Any failure to satisfy applicable reporting obligations could also expose us to enforcement proceedings and penalties and adversely affect our ability to obtain or maintain required permits.

Current report

In addition, the PUCT is litigating rulings of the OAG requiring disclosure, under the Texas Public Information Act, of certain facility-location information collected through the PUCT’s energy and water use survey of data centers and virtual currency mining facilities. Depending on the outcome of that litigation and of other public information requests, sensitive information about our facilities that we have submitted to regulators could become public, which could create competitive or security risks and increase our costs to protect that information.

Current report

We rely on third-party custodians to safeguard our bitcoin, and the loss, theft, or inaccessibility of bitcoin held in custody, or the failure or insolvency of a custodian, could have a material adverse effect on our liquidity, financial condition, and results of operations.

Current report

We currently hold our bitcoin with BitGo Bank & Trust, National Association (“BitGo”) and Coinbase Custody Trust Company, LLC (each, a “Custodian”). In October 2026, we transitioned custody of our bitcoin from NYDIG Trust Company LLC to BitGo. Transitions between custodians require the transfer of bitcoin between wallets and expose us to operational risks, including errors in transfer instructions, delays, and cybersecurity threats targeting assets in transit. Although our bitcoin is held in segregated custodial accounts for our benefit, our Custodians maintain only limited insurance coverage that is shared among their customers, may be modified or terminated without notice to us, and may be insufficient to cover our losses, and our bitcoin is not insured by us or protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Current report

The treatment of digital assets held by a custodian in an insolvency, receivership, or similar proceeding is not fully settled. If a Custodian were to become insolvent, suffer a security breach, or otherwise fail to perform its obligations, our access to our bitcoin

Current report

could be delayed or our bitcoin could be lost, and we may be required to self-custody our bitcoin until we are able to engage a replacement custodian, which would increase our exposure to theft, loss, and operational error. Any such event could adversely affect our ability to implement our Bitcoin Treasury Strategy and fund our operations and could have a material adverse effect on our liquidity, financial condition, and results of operations and the market price of our securities.

Previous report

We are dependent on our electrical distribution provider, grid operator, and regulators for access to power, and we face electricity market risks relating to changes in laws, regulations, and market requirements that could have a material adverse effect on our financial condition, results of operations, and cash flows.

Previous report

As the primary Texas grid operator, ERCOT is responsible for monitoring and testing market participants, including the Rockdale Facility and the Corsicana Facility, to assess their impact on grid reliability. In April 2022, ERCOT established a task force to review the participation of large flexible loads, including bitcoin mining facilities and data centers, in the ERCOT market, tasked with developing policy recommendations concerning network planning, market operations, and the interconnection processes for large flexible loads. We are periodically tested and monitored and have experienced curtailment of power through this testing process based on instructions from Oncor and ERCOT. If ERCOT determines that our data centers’ substantial power usage negatively affects grid reliability, it could issue a curtailment order, requiring us to reduce or cease our power use immediately, and our power supply in Texas could be partially or fully curtailed.

Previous report

More recently, in 2025, the Texas legislature enacted Senate Bill (“SB”) 6 to support ERCOT’s grid reliability by, among other things, proposing minimum transmission rates on certain large loads and removing “phantom loads” from the interconnection queue to improve the accuracy of future load growth projections. SB 6 requires the PUCT and ERCOT to create new processes and impose new requirements for the interconnection of facilities with large electrical loads of at least 75 MW, requires security-type payments as part of the initial interconnection request, and creates a new approval requirement for co-locating generation with large loads. Under the initial batch study rules recently adopted to implement SB 6, which remain subject to change, (PUCT Project No. 58481), an interconnecting large load entity (“ILLE”) seeking new or modified interconnection is divided into three categories: base load, studied/allocated load, or excluded from Batch Zero pending a future study process. Depending on the eligibility category, an ILLE may be required to hold sufficient property interest and post financial security for system upgrades (ranging from $0 if no upgrades are required, to an estimated cost based on applicable study results, to a flat fee of $50,000 per MW of peak demand where transmission improvement costs cannot be determined). An ILLE must also pay an interconnection fee, satisfy all direct interconnection costs in full through contribution in aid of construction (CIAC) with no standard utility offset, and comply with additional study, disclosure, and interim-agreement requirements. On August 3, 2026, Texas Governor Abbott directed the PUCT and ERCOT to conduct a comprehensive audit of all data center projects advancing through ERCOT's interconnection process and to complete that audit before any such project may proceed; projects that fail to meet PUCT and ERCOT requirements or applicable state law will be denied grid interconnection. The directive also requires the collection of project-level information regarding each project's use of public financial incentives, reliance on the ERCOT grid versus on-site generation, and use of community water supplies. The PUCT Commissioners are scheduled to hold an Open Meeting on August 14, 2026 to discuss related policy issues, including ERCOT's audit and information-collection plans. Because certain of our Texas data center projects are advancing through the ERCOT interconnection process, these actions could delay or prevent interconnection of those projects, increase our costs, reduce expected incentives, and have a material adverse effect on our business and results of operations. SB 6 also requires the PUCT to amend its wholesale transmission cost-allocation rules by December 31, 2026, and the PUCT is considering measures that could require large loads such as our facilities to bear a greater share of transmission system upgrade costs, to pay minimum demand charges based on contracted peak demand for a…

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Previous report

ride-through requirements applicable to large computational loads (generally defined as loads of at least 75 MW where 50% or more of the demand is computational, such as data centers and bitcoin mining facilities), a category that includes our data center facilities, through Nodal Operating Guide Revision Request (“NOGRR”) 282 and the companion Nodal Protocol Revision Request (“NPRR”) 1308. NOGRR 282 and NPRR 1308 were approved by the PUCT and are scheduled to become effective on August 1, 2026. These requirements, among other things, raise the high-frequency ride-through threshold applicable to large loads to 63.0 Hz and extend dynamic modeling requirements to large loads, and may require us to install additional equipment, modify our facilities, and demonstrate specified ride-through capabilities designed to ensure our facilities remain connected to, and do not destabilize, the ERCOT grid during frequency or voltage disturbances. These requirements provide an exemption for large computational loads that were operational, or had received ERCOT’s written approval to energize (or had signed an interconnection agreement or received notice to proceed), on or before November 14, 2025, subject to specified conditions; we can provide no assurance that our Rockdale Facility, our Corsicana Facility, or any expansion capacity will qualify for this exemption, and to the extent they do not, we may incur significant costs to achieve and demonstrate compliance. These developments, together with potential requirements relating to grid stability, voltage ride-through, frequency ride-through, and curtailment obligations, could increase our costs, delay our project timelines, or impose additional operational constraints. In 2024, the PUCT also required operators of large virtual currency mining operations connected to the grid to register their facilities with the PUCT.