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 the accelerating demand for power-intensive compute, supported by capital raised through bitcoin production and sales.

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 and the Corsicana 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 approximately 1 gigawatt (“GW”) of developed capacity available for high-density compute workloads. The Kentucky Facility currently provides approximately 232 MW of developed capacity.

On October 28, 2026, Riot Corsicana, LLC (“Riot Corsicana”), a wholly owned subsidiary of the Company, entered into a long-term powered land lease agreement (the “Corsicana Lease”) with Anthropic PBC (the “Frontier AI Lab”) to provide critical IT load capacity at the Company’s Corsicana Facility. The Corsicana Lease became effective on November 4, 2026. See 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. During the nine months ended September 30, 2026, the Company entered into long-term data center lease agreements at the Rockdale Facility with Advanced Micro Devices, Inc. (“AMD”) for the deployment of 50 MW of critical IT load capacity (the “AMD Lease”), with the potential for additional expansion of up to a total of 200 MW of critical IT load capacity, and with the Frontier AI Lab for the deployment of 191 MW of critical IT load capacity (the “Rockdale Lease”). 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 and service agreements, 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 results 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 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 September 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 to ensure that there are proper controls in place so 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 Condensed Consolidated Financial Statements and related 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 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 an amendment to the AMD Lease (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 (as amended by the AMD Lease Amendment, the “Amended 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 Amended AMD Lease. All associated costs incurred by the Company plus a margin will be reimbursable and paid by AMD.

Rockdale Lease

In August 2026, the Company entered into the Rockdale Lease to provide 191 MW of critical IT load capacity and operations and maintenance services at the Rockdale Facility. The Rockdale 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 Rockdale Lease carries an initial term of 20 years, commencing upon full deployment anticipated in June 2028, and includes provisions fortwo successive five-year renewal terms at the option of the Frontier AI Lab.

Under the Rockdale Lease, power will be provided to the Frontier AI Lab at pass-through rates and recognized as variable lease revenue in the same period the related expenses are incurred.

In connection with the Rockdale Lease, the Company entered into a senior secured delayed-draw term loan facility in an aggregate principal amount of up to $573.0 million to fund the purchase of long-lead equipment and related project equipment, and certain other expenses, associated with the data center project to be delivered under the Rockdale Lease. See Note 11.* Debt* for more information.

Summary Data Center Operations Information

The following table presents the components of the Company’s Data Center revenue:

The following table presents the Company’s future minimum operating lease payments to be received as of September 30, 2026. The table includes only base rent for commenced leases and excludes any amounts related to signed but not yet commenced leases, reimbursements, and variable lease components:

Subsequent Data Center Lease

On October 28, 2026, Riot Corsicana entered into the Corsicana Lease with the Frontier AI Lab. The Corsicana Lease became effective and binding on November 4, 2026, upon satisfaction of its conditions to effectiveness, which consisted of approval by the Company’s Board of Directors and approval of the technical specifications for the premises by Riot Corsicana’s third-party consultants.

Under the Corsicana Lease, Riot Corsicana will lease land, powered pads and related infrastructure at the Company’s Corsicana Facility to the Frontier AI Lab for the development and operation of a data center. The premises are expected to provide 910 MW of critical IT load capacity. Riot Corsicana expects to construct and deliver this capacity inthree phases comprising a total of 40 blocks, with each phase delivered on a block-by-block basis, as follows:

The initial term commences on the commencement date of the first block and expires on the last day of the calendar month in which the 15th anniversary of the commencement date of Phase 3 occurs, and the Frontier AI Lab hastwo options to extend the term forfive years each. The Frontier AI Lab will pay base rent of $130.0 per kilowatt of critical IT load capacity per month for each delivered block of capacity, escalating 3% annually.

The Corsicana Lease is a triple net lease, and the Frontier AI Lab will also bear taxes, insurance, site expenses and the cost of electricity consumed at the premises. Riot Corsicana is responsible, at its own cost, for constructing and delivering the power and site infrastructure and for operating and maintaining the power infrastructure during the term. Riot Corsicana will also reimburse the Frontier AI Lab for certain costs of the data center modules of up to $4.0 million per MW of critical IT power actually achieved, subject to Riot Corsicana obtaining financing on market terms reasonably acceptable to it. If that financing is not available after Riot Corsicana uses commercially reasonable efforts to obtain it, Riot Corsicana will instead provide rent credits that amortize that amount, plus interest at 12% per year, over the remainder of the initial term.

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. As of September 30, 2026 and December 31, 2025, contract assets were $19.6 million and $8.3 million, respectively.

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 September 30, 2026, contract liabilities of $70.9 million consisted of $70.5 million attributable to Engineering contracts and $0.4 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 September 30, 2026 and 2025, the beginning balance of contract liabilities recognized as revenue was $23.9 million and $0.8 million, respectively, and $30.5 million and $7.7 million, respectively, for the nine months ended September 30, 2026 and 2025.

For the three months ended September 30, 2026 and 2025, revenue recognized as a result of satisfying performance obligations in previous periods was $ (2.5) million and $0.3 million, respectively, and $(0.6) million and $1.2 million, respectively, for the nine months ended September 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 generated by the Company’s Bitcoin Mining operations. All dispositions of bitcoin were the result of sales on the open market and exchanges of bitcoin as 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$18.5 million and$46.4 million for the three and nine months ended September 30, 2026, respectively, due to certain long-lead items, previously included in Construction in progress related to changes to planned expansions of the Rockdale Facility and Corsicana Facility, being deemed to be impaired as a result of the Company’s decision to instead expand those facilities for data center application purposes.

During the three months ended September 30, 2025, the Company recognized an impairment of $15.3 million on its property and equipment. Certain long-lead items previously included in Construction in progress related to the planned expansion of the Corsicana Facility for bitcoin mining purposes were deemed to be impaired as a result of the Company’s decision to expand the Corsicana Facility for data center application purposes instead. No other impairments for property and equipment were recognized during the three and nine months ended September 30, 2025.

For the three months ended September 30, 2026 and 2025, depreciation expense related to property and equipment totaled $122.7 million and $82.0 million, respectively, and $316.0 million and $241.1 million, respectively, for the nine months ended September 30, 2026 and 2025.

Miners and mining equipment

As of September 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 $828.2 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 September 30, 2026:

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

For the three months ended September 30, 2026 and 2025, amortization expense related to finite-lived intangible assets was $0.9 million and $0.9 million, respectively, and $2.8 million and $2.9 million, respectively, for the nine months ended September 30, 2026 and 2025.

During the three months ended September 30, 2026, the Company determined that certain of its fully amortized patent licenses were no longer being utilized by the Company and the related value was removed from the amounts herein as of September 30, 2026.

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

The Company did not identify any impairment of its finite-lived intangible assets during the three and nine months ended September 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 September 30, 2026 and 2025, the Company earned credits against future power costs in exchange for power resold of approximately $24.7 million and $30.6 million, respectively, and approximately $55.7 million and $46.7 million, respectively, for the nine months ended September 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 September 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 September 30, 2026, the Company held outstanding electricity futures contracts for 1,097,360 MWh with a combined fair value of $0.9 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, the Company 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 September 30, 2026, the fair value of the Corsicana PPA was in a liability position of $1.0 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, September 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 24.7%. 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.

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 nine months ended September 30, 2026, the Company made deposits and advance payments of $48.2 million to MicroBT for the purchase of miners and reclassified $96.7 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 September 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 $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:

Note 11. Debt

The following table presents the Company’s outstanding 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 September 30, 2026, the amount recognized was $584.5 million, consisting of $594.4 million principal less $9.9 million of unamortized debt issuance costs. As of December 31, 2025, the amount recognized was $582.2 million, consisting of $594.4 million principal less $12.1 million of unamortized debt issuance costs.

For the three months ended September 30, 2026 and 2025, amortization of the deferred issuance costs intoInterest expense was $0.8 million and $0.8 million, respectively, and $2.3 million and $2.3 million, respectively, for the nine months ended September 30, 2026 and 2025.

As of September 30, 2026, the 2030 Notes had an estimated fair value of approximately $0.9 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 fourth quarter of 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 September 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 term 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 the Secured Overnight Financing Rate (“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 September 30, 2026, the variable rate on the control account was approximately 3.6% per annum.

For the three months ended September 30, 2026 and 2025, the Company recognized $0.5 million and $0.6 million, respectively, and for the nine months ended September 30, 2026 and 2025, $1.3 million and $1.0 million, respectively, of interest expense.

The following is a summary of the revolving line of credit under the $50 Million Credit Facility as of September 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”). In July 2026, the Company extended the term of the facility through August 2, 2028. 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

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 September 30, 2026, the variable rate on the control account was approximately 3.2% per annum.

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

For the three months ended September 30, 2026 and 2025, the Company recognized $0.3 million and $0.3 million, respectively, and for the nine months ended September 30, 2026 and 2025, $0.8 million and $0.6 million, respectively, of interest expense.

The following is a summary of borrowings under the $20 Million Credit Facility as of September 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 utilized the proceeds for key strategic initiatives and general corporate purposes, including capital expenditures related to data center development.

Prior to April 21, 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, were secured by a pledge of certain of the Company’s financial assets, including bitcoin, USDC, and cash held in the custody of Coinbase Custody Trust Company, LLC. The pledged collateral under the $200 Million Credit Facility could 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 updated the interest incurred to a fixed annual rate equal to 6.15%.

On September 21, 2026, the Company voluntarily prepaid in full all outstanding principal under the $200 Million Credit Facility, together with all accrued and unpaid interest thereon through the prepayment date. In connection with the prepayment, all of the Company’s obligations under the Second Amended and Restated Credit Agreement were satisfied and discharged, the $200 Million Credit Facility and the lender’s commitment to make further loans thereunder were terminated, and the security interests granted by the Company in the collateral securing the $200 Million Credit Facility, including all bitcoin pledged as collateral, were released. Pursuant to the terms of the Second Amended and Restated Credit Agreement, the Company did not incur any early termination fees or prepayment penalties in connection with the prepayment and termination.

As of December 31, 2025,$200.0 million was drawn against the $200 Million Credit Facility and 3,977 of the Company’s bitcoin were pledged as collateral. The fair value of the pledged bitcoin was recognized inRestricted bitcoin on the Condensed Consolidated

Balance Sheets.

For the three and nine months ended September 30, 2026, the Company recognized interest expense on the $200 Million Credit Facility of$2.4 million and $10.5 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 nine months ended September 30, 2025,$5.2 million and$8.3 million, respectively, of interest expense was incurred, none of which was capitalized. As of September 30, 2025, the variable interest rate was 8.75%.

$573 Million Credit Facility

On August 10, 2026, Riot DC Logistics, LLC (the “Borrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “$573 Million Credit Facility”) with the lenders and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for a senior secured delayed-draw term loan facility in an aggregate principal amount of up to $573.0 million, available for borrowing during the availability period specified therein. The proceeds of the $573 Million Credit Facility are intended to fund the purchase of long-lead equipment and related project equipment, and certain other expenses, associated with the Company’s 191 MW critical IT load data center project at the Rockdale Facility under the Rockdale Lease.

Borrowings under the $573 Million Credit Facility bear interest, at the Borrower’s election, at a rate per annum equal to (i) the Adjusted Term SOFR rate plus an applicable margin of 2.75% or (ii) the base rate plus an applicable margin of 1.75%, and mature on December 31, 2026. The Borrower is also obligated to pay an undrawn fee of 0.50% per annum on the average daily undrawn commitments, customary agency fees, and other customary fees. The Borrower’s obligations under the $573 Million Credit Facility are guaranteed by each subsidiary of the Borrower and its affiliate, RPI AUS01-0H DC LLC (together with the Borrower, the “Credit Parties”), and are secured by substantially all of the assets of the Borrower, and by the Frontier AI Lab, related to the project. The $573 Million Credit Facility matures on December 31, 2026.

The $573 Million Credit Facility is non-recourse to the Company and its affiliates other than the Credit Parties, subject to certain customary exceptions, including for fraud, willful misrepresentation, or misappropriation of collateral proceeds. The $573 Million Credit Facility contains customary representations, warranties, covenants, and events of default, including covenant limitations on indebtedness, liens, restricted payments, investments, transactions with affiliates, and changes in the nature of the Borrower’s business.

The Company incurred an initial $12.3 million of issuance costs related to the $573 Million Credit Facility, which are amortized intoInterest expenseon the Condensed Consolidated Statements of Operations or capitalized into Construction in progress withinProperty and equipment, net on the Condensed Consolidated Balance Sheets over the term of the facility.

The $573 Million Credit Facility is recognized in* Current portion of debt* on the Condensed Consolidated Balance Sheets, net of unamortized issuance costs. As of September 30, 2026, $12.8 million was recognized, consisting of $20.8 million principal less $8.0 million of unamortized debt issuance costs.

For the three and nine months ended September 30, 2026, the Company recognized interest and amortization of issuance costs on the $573 Million Credit Facility of$4.9 million, all of which was capitalized into Construction in progress withinProperty and equipment, net on the Condensed Consolidated Balance Sheets. As of September 30, 2026, the variable interest rate was 6.49%.

The carrying value of the $573 Million Credit Facility approximates its fair value as the facility incurs interest at a variable rate, which is tied to a market rate, and has a short maturity.

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 September 30, 2026:

As of September 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 September 30, 2026, primarily consisted of a discount rate range of 10.1% to 12.0%, 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 September 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 September 30, 2026 and December 31, 2025, operating lease right-of-use assets were $32.7 million and $26.7 million, respectively, and operating lease liabilities were $33.0 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 September 30, 2026 and December 31, 2025, the finance lease right-of-use asset was $3.2 million and $3.4 million, respectively, 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 September 30, 2026:

Note 13. Stockholders’ Equity

Common Stock

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 nine months ended September 30, 2026, the increase of approximately 3.5 million shares of common stock outstanding was attributable to the awarding of approximately 8.2 million restricted stock awards (“RSAs”) and the issuance of approximately 1.4 million shares of common stock in settlement of an equal number of fully vested restricted stock units (“RSUs”), net of approximately 4.3 million shares, with a fair value of approximately $86.2 million, withheld to cover taxes related to the vesting and settlement of such 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 1.8 million RSAs.

At-the-Market Equity (“ATM”) Program

During 2025 and 2024, the Company offered and sold shares of its common stock through ATM offering programs pursuant to sales agreements with sales agents (each, an “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 nine months ended September 30, 2026, no shares were sold under the 2025 ATM Program, and as of September 30, 2026, all $500.0 million in shares of the Company’s common stock were available for sale under the 2025 ATM Program.

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

During the nine months ended September 30, 2025, the Company received net proceeds of approximately $195.2 million ($199.6 million of gross proceeds, net of $4.5 million in commissions and expenses) from the sale of 16,076,733 shares of its common stock at a weighted average price of $12.42 per share under its August 2024 ATM Program. Effective December 30, 2025, the sales agreement associated with the August 2024 ATM Program was terminated and no additional shares of the Company’s common stock were offered or sold under the August 2024 ATM Program.

Warrants

During the year ended December 31, 2021, the Company issued warrants to XMS Capital Partners, LLC (“XMS”) as partial payment for its advisory services in connection with the acquisition of Whinstone. The warrants entitled XMS to purchase up to 63,000 shares of the Company’s common stock at a purchase price of $48.37 per share. The warrants expired on August 12, 2026.

The warrants were recognized as a liability with a fair value ofzero upon issuance and a redemption value ofzero as of December 31, 2025.

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 September 30, 2026, the Company had 19,881,051 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 and the performance of the Russell 3000 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 September 30, 2026, there was approximately $47.0 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 1.6 years.

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

As of September 30, 2026, there was approximately $0.9 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 0.8 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 September 30, 2026, there was approximately $33.4 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 1.8 years.

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

As of September 30, 2026, there was approximately $2.2 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 1.1 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 September 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 September 30, 2026, the Company has paid approximately $827.4 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 September 30, 2026,

the Company has a remaining commitment of $0.8 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 $2.1 million as of September 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 were 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 December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million, which was recognized on the Condensed Consolidated Balance Sheets inContingent consideration liabilities, current portion.

During the three months ended September 30, 2026, the Company and the sellers agreed upon the milestones reached and the Company paid the $6.2 million that had been accrued. There wereno other changes to the fair value of the Block Mining Acquisition contingent consideration during the three and nine months ended September 30, 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 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 September 30, 2026 and December 31, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $2.0 million. It is recognized at fair value on the Condensed Consolidated Balance Sheets in*Contingent consideration liabilities, current portion.*The fair value measurement as of September 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.

There wereno changes to the fair value of the E4A Solutions Acquisition contingent consideration during the three and nine months ended September 30, 2026.

For the three and nine months ended September 30, 2025, the change in fair value of the Company’s total contingent consideration was a loss of less than $0.1 million and a gain of $17.6 million, respectively.

Contingencies

Legal Proceedings

The Company and its 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. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends 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 the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect itself from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company 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 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 the Company discloses the range of possible loss. Costs related to the defense of such claims are recorded 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, the Company does not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits, and proceedings to which it is 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

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. 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.

On September 30, 2026, the court issued an Opinion and Order on the parties' pending motions. The court dismissed all claims against the Company, with prejudice. On the parties' cross-motions for summary judgment, the court granted Whinstone’s motion for summary judgment dismissing two of GMO’s breach-of-contract claims for invoice overcharges and for the installation environment, and dismissed all of Whinstone's counterclaims. The court granted GMO’s motion for partial summary judgment as to liability (but not damages), subject to certain limitations that may narrow the scope of liability, on four other breach-of-contract claims for the Louisiana power shortage; specified power draw; service uptime; and miner removal, which are subject to certain limitations that may limit liability. The court reserved GMO’s two largest claims, for wrongful termination and for a share of the power-sale proceeds, to be resolved at trial as to both liability and damages. Damages on all surviving claims remain to be determined, and as such, the Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time. A bench trial is scheduled to begin on January 5, 2027.

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 September 30, 2026

Three Months Ended September 30, 2025(b)

Nine Months Ended September 30, 2026

Nine Months Ended September 30, 2025(b)

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 nine months ended September 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 Amended AMD Lease each contributed more than 10% of the Company’s total consolidated revenue.

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

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