Riot Platforms, Inc.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information that will assist the reader in understanding our results of operations and financial condition. This MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes (the “Notes”) and other financial information included elsewhere in this Quarterly Report and with our audited consolidated financial statements for the year ended December 31, 2024, as included in our 2024 Annual Report.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information that will assist the reader in understanding our results of operations and financial condition. This MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes (the “Notes”) and other financial information included elsewhere in this Quarterly Report, as well as our audited consolidated financial statements for the year ended December 31, 2024, as included in our 2024 Annual Report.

Previous wording

This MD&A includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of factors that could cause actual results to differ materially – and potentially adversely – from the results described in or implied by the forward-looking statements contained in this MD&A and elsewhere in this Quarterly Report.

Current wording

This MD&A includes forward-looking statements based on current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of factors that could cause actual results to differ materially – and potentially adversely – from the results described in or implied by the forward-looking statements contained in this MD&A and elsewhere in this Quarterly Report.

Previous wording

We are a vertically-integrated Bitcoin Mining company principally engaged in enhancing our power infrastructure and utilizing our vertical integration strategy to mine Bitcoin in support of the Bitcoin blockchain. We are also exploring the feasibility of developing a portion of our power capacity for AI/HPC uses.

Current wording

We are a vertically integrated Bitcoin Mining company principally engaged in enhancing our power infrastructure to support efficient and large-scale Bitcoin Mining operations in support of the Bitcoin blockchain. In addition to our growing mining and engineering businesses, we are in the processof developing a scalable data center platform designed to allocate a portion of our power capacity toward supporting AI/HPC workloads. This dual-pronged strategy will enable us to capitalize on both the long-term potential of bitcoin and the growing demand for power and data center infrastructure, positioning us to participate in two rapidly evolving sectors.

Previous wording

We own and operate multiple Bitcoin Mining sites in the United States, consisting of the Rockdale Facility, the Corsicana Facility, and the Kentucky Facility. The Rockdale Facility in Texas is believed to be one of the largest Bitcoin Mining facilities in North America, as measured by developed capacity, and currently provides 700 MW in total developed capacity. Additionally, we are developing our second large-scale facility in Texas, the Corsicana Facility. During 2024, we completed the 400 MW Phase I of development of the Corsicana Facility. Upon completion, the Corsicana Facility is expected to have approximately one GW of operational capacity available for our business purposes. During 2024, we capitalized on our positioning within the market and acquired Block Mining, a Kentucky-based vertically-integrated Bitcoin miner, and E4A Solutions, a leading provider of electrical engineering services to a diverse customer base of energy developers and data center operators. The Block Mining Acquisition added 60 MW of operational capacity for self-mining operations, which we plan to expand to 110 MW in 2025, and provided us access to a secondary electrical grid. The E4A Solutions Acquisition added engineering expertise to service our electrical infrastructure and allows us to provide electrical solutions and services to support the rapidly growing market for electrical infrastructure.

Current wording

We own and operate multiple Bitcoin Mining facilities in the United States, including the Rockdale Facility, the Corsicana Facility, and the Kentucky Facility. The Rockdale Facility in Texas, with 700 MW of developed capacity, is believed to be one of the largest Bitcoin Mining facilities in North America, as measured by developed capacity. In 2024, we completed 400 MW of developed capacity at our second large-scale Texas site, the Corsicana Facility. Also in 2024, we expanded our operations through the acquisition of Block Mining, a Kentucky-based vertically integrated bitcoin miner, and E4A Solutions, a leading provider of electrical engineering services to a diverse customer base of energy developers and data center operators. The Block Mining Acquisition added 60 MW of developed capacity for self-mining, which we plan to expand to 110 MW during the remainder of 2025, and provided us with access to a second electrical grid. The E4A Solutions Acquisition added engineering expertise to service our electrical infrastructure and allows us to provide electrical solutions and services to support the rapidly growing market for electrical infrastructure.

Previous wording

Our market environment is highly competitive, both globally and regionally. We compete with other large-scale Bitcoin miners, as well as individual participants, to earn the Bitcoin reward that is central to our operations. Our industry continues to evolve alongside

Current wording

Our market environment is highly competitive, both globally and regionally. We compete with other large-scale bitcoin miners, as well as individual participants, to earn the bitcoin reward that is central to our operations. Our industry continues to evolve alongside the proliferation of bitcoin and cryptocurrencies in general, and we believe we are well positioned within the digital commodities industry in which we operate.

Previous wording

During the three months ended March 31, 2025, we continued to deploy miners across all our Facilities, with the objective of increasing our operational efficiency and performance moving forward. As of March 31, 2025, we had a total deployed hash rate capacity of 33.7 EH/s, as compared to 31.5 EH/s as of December 31, 2024, an increase of 6.9%.

Current wording

During the six months ended June 30, 2025, we continued to deploy miners across all our Facilities, with the objective of increasing our operational efficiency and performance moving forward. As of June 30, 2025, we had a total deployed hash rate capacity of 35.4 EH/s, as compared to 31.5 EH/s as of December 31, 2024, an increase of 12.3%.

Previous wording

During the three months ended March 31, 2025, we mined 1,530 bitcoin, reflecting an increase of 166 bitcoin compared to the 1,364 bitcoin we mined during the three months ended March 31, 2024. The increase was primarily due to our increase in deployed hash rate and significantly improved operational efficiency, partially offset by the increase in the global network hash rate and the halving that occurred in April 2024.

Current wording

During the six months ended June 30, 2025, we mined 2,956 bitcoin, reflecting an increase of 748 bitcoin compared to the 2,208 bitcoin we mined during the six months ended June 30, 2024. The increase was primarily due to our increase in deployed hash rate and significantly improved operational efficiency, partially offset by the increase in the global network hash rate and the halving that occurred in April 2024.

Previous wording

During 2023, 2024, and 2025, we entered into purchase orders under the Master Agreement to acquire new miners from MicroBT. These purchase orders represented a total hash rate of 34.6 EH/s, with a total purchase price of approximately $615.1 million, subject to downward price adjustments as provided by the Master Agreement. These miners are primarily intended for deployment at the Corsicana Facility, which commenced operations in April 2024. Delivery of these miners began in 2023, and all miners are expected to be received and deployed by mid-2025. The Master Agreement provided us with four additional annual options to purchase miners, on the same or more favorable terms as the second purchase order executed under the Master Agreement. Assuming all four annual purchase options are exercised, these additional miners would represent a total hash rate of approximately 75.0 EH/s.

Current wording

During 2023, 2024, and 2025, we entered into purchase orders under the Master Agreement to acquire new miners from MicroBT. These purchase orders represented a total hash rate of 44.7 EH/s, with a total purchase price of approximately $709.0 million, subject to downward price adjustments as provided by the Master Agreement. These miners are primarily intended for deployment at the Corsicana Facility, which commenced operations in April 2024. Delivery of these miners began in 2023, and all miners under these purchase orders are expected to be received by the end of 2025, with deployment following on an ongoing basis. The Master Agreement provided us with four additional annual options to purchase miners, on the same or more favorable terms as the second purchase order executed under the Master Agreement.

Previous wording

Our Engineering business designs and manufactures power distribution equipment and custom-engineered electrical products. These products support our vertical integration strategy by enabling internal development of critical electrical components and engineering services necessary for our site developments. This integration helps mitigate our execution and counter-party risk in ongoing and future expansion projects. The specialized talent employed in our Engineering business allows us the opportunity to explore new methods to optimize and develop best-in-class Bitcoin Mining operations and have been instrumental in the development of our industrial-scale immersion-cooled Bitcoin Mining hardware.

Current wording

Our Engineering business designs and manufactures power distribution equipment and custom-engineered electrical products. These products support our vertical integration strategy by enabling the internal development of critical electrical components and engineering services necessary for our site developments. This integration helps mitigate our execution and counter-party risk in ongoing and future expansion projects. The specialized talent employed in our Engineering business allows us the opportunity to explore new methods to optimize and develop best-in-class Bitcoin Mining operations, which has been instrumental in the development of our industrial-scale immersion-cooled Bitcoin Mining hardware.

Previous wording

Long-term power contracts form the basis of our power strategy. We utilize the Rockdale PPA and the Corsicana PPA (together, the “PPAs”) in place at our Facilities in the following ways:

Current wording

Long-term power contracts form the basis of our power strategy. We utilize the Rockdale PPA and the Corsicana PPA (together, the “PPAs”) at our Facilities in the following ways:

Previous wording

We power down operations and return power to the utility when market prices for electricity provide the potential for us to receive more power curtailment credits than the Bitcoin Mining revenues we would have generated had we not curtailed our mining operations. We receive power credits for the difference in the market power price and our fixed power price, which provides us the ability to maximize our overall profitability between Bitcoin Mining and supporting the grid by not drawing power from the grid when electricity is most scarce.

Current wording

We power down operations and return power to the utility when market prices for electricity provide the potential for us to receive more power curtailment credits than the Bitcoin Mining revenues we would have generated had we not curtailed our mining operations. We receive power credits for the difference between the market power price and our fixed power price, which provides

Previous wording

During 2023 and 2024, the Bitcoin mining industry experienced record growth as the price of Bitcoin increased from the lows experienced in early 2023. The rising Bitcoin price renewed opportunities to access capital markets to fund growth, leading to unprecedented expansion in mining operations and resulted in a doubling of the size of provisioned hash calculation services on the network, as measured by total hash rate. In advance of the April 2024 Bitcoin network halving, many Bitcoin mining companies heavily invested in implementing vertically-integrated business models, infrastructure, and upgrading and expanding mining fleets. Competition on the Bitcoin network has expanded in kind and we expect competition within the mining industry to intensify as long as Bitcoin prices remain elevated or increase further.

Current wording

During 2023 and 2024, the bitcoin mining industry experienced record growth as the price of bitcoin increased from the lows experienced in early 2023. The rising bitcoin price renewed opportunities to access capital markets to fund growth, leading to unprecedented expansion in mining operations, which resulted in a doubling of the size of provisioned hash calculation services on the network, as measured by total hash rate. In advance of the April 2024 bitcoin network halving, many bitcoin mining companies heavily invested in implementing vertically integrated business models, infrastructure, and upgrading and expanding mining fleets. Competition on the bitcoin network has expanded in kind, and we expect competition within the mining industry to intensify as long as bitcoin prices remain elevated or increase further.

Previous wording

We have observed that when the market price for Bitcoin experiences sustained increases (as it had through January 2025), new miners are introduced onto the Bitcoin network, contributing to an increase in the global network hash rate. Despite the halving in April 2024 and increase in the global network hash rate, our hash rate grew by approximately 170.0% from December 31, 2023 to March 31, 2025. This growth contributed to an increase of approximately 12.1% in the number of Bitcoin we mined during the three months ended 2025 as compared to the same period in 2024.

Current wording

We have observed that when the market price for bitcoin experiences sustained increases, new miners are introduced onto the bitcoin network, contributing to an increase in the global network hash rate. Despite the halving in April 2024 and increase in the global network hash rate, our hash rate grew by approximately 186% from December 31, 2023 to June 30, 2025. This growth contributed to an increase of approximately 33.9% in the number of bitcoin we mined during the six months ended June 30, 2025 as compared to the same period in 2024.

Previous wording

Accordingly, as the global network hash rate continues to rise, existing miners must increase their hash rate to maintain or improve their chances of earning a Bitcoin mining reward. In response, we actively pursue new Bitcoin Mining capacity, including through our acquisition and development of new Bitcoin Mining facilities, such as the Corsicana Facility and the Block Mining Acquisition, as well as electricity supply and distribution infrastructure to support these operations. We are also focused on other strategic growth opportunities that enhance our long-term competitiveness. Further, we have adopted new and improved technology to increase both our mining power and efficiency, including our industrial-scale adoption of immersion cooling and our strategic acquisitions of large quantities of the latest powerful and efficient miners available.

Current wording

Accordingly, as the global network hash rate continues to rise, miners must scale their operations to maintain or improve their share of mining rewards. In response, we have expanded our Bitcoin mining capacity through the development of new facilities, such as the Corsicana Facility, and strategic acquisitions, including the Block Mining Acquisition. These efforts are supported by investments in electricity supply and distribution infrastructure. We are also focused on other strategic growth opportunities that enhance our long-term competitiveness. Further, we have adopted new and improved technology to increase both our mining power and efficiency, including our industrial-scale adoption of immersion cooling and our strategic acquisitions of large quantities of the latest powerful and efficient miners available.

Previous wording

The Public Utility Commission of Texas, ERCOT, and Oncor Electric Delivery Company (“Oncor”) collectively oversee the regulatory, administrative, and delivery aspects of our power supply in Texas. In Kentucky, our power supply is overseen by MISO. As the Bitcoin mining industry has expanded in recent years, regulatory scrutiny on Bitcoin mining facilities and their energy consumption has intensified accordingly.

Current wording

The Public Utility Commission of Texas, ERCOT, and Oncor Electric Delivery Company (“Oncor”) collectively oversee the regulatory, administrative, and delivery aspects of our power supply in Texas. In Kentucky, MISO oversees our power supply. As the bitcoin mining industry has expanded in recent years, regulatory scrutiny on bitcoin mining facilities and their energy consumption has intensified accordingly.

Previous wording

ERCOT. Given the inherent uncertainty regarding the duration or extent of power curtailments and testing procedures, we are currently unable to reasonably estimate their potential impact to our operations. If we cannot secure adequate access to electrical power, we may be forced to reduce or shut down our operations, which would have a material adverse effect on our business, prospects, financial condition, and operating results.

Current wording

ERCOT. Given the inherent uncertainty regarding the duration or extent of power curtailments and testing procedures, we are currently unable to reasonably estimate their potential impact on our operations. If we cannot secure adequate access to electrical power, we may be forced to reduce or shut down our operations, which would have a material adverse effect on our business, prospects, financial condition, and operating results.

Previous wording

See Part I, Item 1A. “Risk Factors” of our 2024 Annual Report for additional discussion regarding potential impacts our competitive and evolving industry may have on our business.

Current wording

See Part I, Item 1A. “Risk Factors” of our 2024 Annual Report for additional discussion regarding potential impacts the competitive and evolving industry may have on our business.

Previous wording

An inflationary environment marked by global supply chain logistic disruptions across multiple distribution channels, has in the past contributed to delays in certain of our miner delivery schedules and in our infrastructure development schedules, driven by constraints in the globalized supply chains for miners, electricity distribution equipment, and construction materials, and these conditions may contribute to delays in the future. We have also experienced delays in our Engineering business segment’s manufacturing and delivery schedule, and in our infrastructure development schedules, resulting from constraints on the globalized supply chains for miners, electricity distribution equipment and construction materials.

Current wording

An inflationary environment marked by global supply chain logistics disruptions across multiple distribution channels, has in the past contributed to delays in certain of our miner delivery schedules and in our infrastructure development schedules, driven by constraints in the globalized supply chains for miners, electricity distribution equipment, and construction materials, and these conditions may contribute to delays in the future. We have also experienced delays in our Engineering business segment’s manufacturing and delivery schedule, and in our infrastructure development schedules, resulting from constraints in the globalized supply chains for miners, electricity distribution equipment, and construction materials.

Previous wording

During the three months ended March 31, 2025, we continued to operate under such conditions; however, we effectively and efficiently mitigated delivery delays to avoid material impacts to our miner deployment schedule, although we cannot guarantee continued success in mitigating any such delivery delays in the future. Additionally, the development and potential expansion of our Facilities requires large quantities of construction materials, specialized electricity distribution equipment, and other critical components, all of which are in high demand and may be difficult to source. To help mitigate the impacts of increasing demand for these goods, global supply chain constraints, and uncertainty arising from recently imposed U.S. tariffs on imports and retaliatory tariffs imposed by other countries, including any inflationary pricing that may result from such impacts, we procured and already hold many electrical infrastructure components and materials required to develop the next 600 MW phase of the Corsicana Facility and expand the Kentucky Facility, as well as replacement components and parts for our existing systems, to help shorten the impact of potential damage to installed equipment.

Current wording

During the six months ended June 30, 2025, we continued to operate under such conditions; however, we effectively and efficiently mitigated delivery delays to avoid material impacts to our miner deployment schedule, although we cannot guarantee continued success in mitigating any such delivery delays in the future. Additionally, the development and expansion of our Facilities requires large quantities of construction materials, specialized electricity distribution equipment, and other critical components, all of which are in high demand and may be difficult to source. To help mitigate the impacts of increasing demand for these goods, global supply chain constraints, and uncertainty arising from recently imposed U.S. tariffs on imports and retaliatory tariffs imposed by other countries, including any inflationary pricing that may result from such impacts, we procured and already hold many electrical infrastructure components and materials we require to develop the Corsicana Facility and to expand the Kentucky Facility, as well as replacement components and parts for our existing systems, to help shorten the impact of potential damage to installed equipment.

Previous wording

Total revenue for the three months ended March 31, 2025 and 2024 was $161.4 million and $79.3 million, respectively. Total revenue consists of our Bitcoin Mining revenue, Engineering revenue, and Other revenue. Other revenue consists almost entirely of residual activity related to our remaining data center hosting operations.

Current wording

Total revenue for the three months ended June 30, 2025 and 2024 was $153.0 million and $70.0 million, respectively. Total revenue consists of our Bitcoin Mining revenue, Engineering revenue, and Other revenue. Other revenue consists almost entirely of residual activity related to our remaining data center hosting operations.

Previous wording

For the three months ended March 31, 2025 and 2024, Bitcoin Mining revenue was $142.9 million and $71.4 million, respectively. The increase of $71.5 million was primarily due to higher Bitcoin prices in the 2025 period, which averaged $93,385 per bitcoin, as compared to $52,343 per bitcoin for the 2024 period. Despite the substantial increase in the global network hash rate and the April 2024 halving, Bitcoin production increased by 12.2% during the three months ended March 31, 2025 compared to the same period in 2024.

Current wording

For the three months ended June 30, 2025 and 2024, Bitcoin Mining revenue was $140.9 million and $55.8 million, respectively. The increase of $85.1 million was primarily due to higher bitcoin prices in the 2025 period, which averaged $98,800 per bitcoin, as compared to $66,004 per bitcoin for the 2024 period. Despite the substantial increase in the global network hash rate, Bitcoin production increased by 68.9% during the three months ended June 30, 2025 compared to the same period in 2024, primarily due to a 61.3% increase in deployed hash rate.

Previous wording

The increase of approximately $38.3 million of Cost of revenue for Bitcoin Mining was primarily due to the increase in Bitcoin Mining capacity at the Corsicana Facility, which requires additional headcount and direct costs necessary to maintain and support our expanded Bitcoin Mining operations. Cost of revenue for Bitcoin Mining excludes depreciation and amortization, which are stated separately on our Condensed Consolidated Statements of Operations.

Current wording

The increase of approximately $42.9 million in Cost of revenue for Bitcoin Mining was primarily due to the increase in Bitcoin Mining capacity at the Corsicana Facility, which requires additional headcount and direct costs necessary to maintain and support our expanded Bitcoin Mining operations. Property taxes increased due to the continued expansion of the Corsicana Facility and the acquisition of the Kentucky Facility in July 2024. Cost of revenue for Bitcoin Mining excludes depreciation and amortization, which are stated separately on our Condensed Consolidated Statements of Operations.

Previous wording

Cost of revenue for Engineering for the three months ended March 31, 2025 and 2024, was $11.8 million and $6.0 million, respectively, an increase of approximately $5.8 million. The costs consisted primarily of direct materials and labor, as well as indirect manufacturing costs, which increased along with the increase in revenue as compared to the three months ended March 31, 2024.

Current wording

Cost of revenue for Engineering for the three months ended June 30, 2025 and 2024 was $9.9 million and $8.3 million, respectively, an increase of approximately $1.6 million. The costs consisted primarily of direct materials and labor, as well as indirect manufacturing costs, which increased along with the increase in revenue compared to the three months ended June 30, 2024.

Previous wording

Depreciation and amortization for the three months ended March 31, 2025 and 2024, was $77.9 million and $32.3 million, respectively, an increase of approximately $45.6 million. The increase was primarily due to increased depreciation from the Corsicana Facility coming online in April 2024 and additional miners being deployed.

Current wording

Depreciation and amortization for the three months ended June 30, 2025 and 2024 was $83.2 million and $37.3 million, respectively, an increase of approximately $45.9 million. The increase was primarily due to increased depreciation from the Corsicana Facility coming online in April 2024 and additional miners being deployed.

Previous wording

The change in fair value of Bitcoin for the three months ended March 31, 2025 and 2024, was a loss of $208.0 million and a gain of $234.1 million, respectively, and were recognized to adjust the fair value of our Bitcoin held at the end of each period.

Current wording

The change in fair value of bitcoin for the three months ended June 30, 2025 and 2024 was a gain of $470.8 million and a loss of $76.4 million, respectively, and was recognized to adjust the fair value of our bitcoin held at the end of each period.

Previous wording

The change in fair value of our derivative asset for the three months ended March 31, 2025 and 2024, were gains of $41.9 million and $20.2 million, respectively, and was recorded to adjust the fair value of our PPAs, which was classified as a derivative asset and measured at fair value. The changes in fair value were due to changes in future power prices over the applicable period. The gain incurred during the three months ended March 31, 2025, was primarily attributable to the average of the forward prices utilized in the discounted cash flow estimation models increasing from $51.98 per MWh as of December 31, 2024 to $55.41 per MWh as of March 31, 2025. The gain recognized during the three months ended March 31, 2024, was primarily attributable to the average of the forward prices increasing from $43.80 per MWh as of December 31, 2023 to $47.46 per MWh as of March 31, 2024.

Current wording

The change in fair value of our derivative assets for the three months ended June 30, 2025 and 2024 was a loss of $42.7 million and a gain of $27.5 million, respectively, and was recorded to adjust the fair value of our PPAs, which were classified as a derivative asset and measured at fair value. The changes in fair value were due to changes in future power prices over the applicable periods. The loss incurred during the three months ended June 30, 2025 was primarily attributable to the average of the forward prices utilized in the discounted cash flow estimation models decreasing from $55.41 per MWh as of March 31, 2025 to $53.31 per MWh as of June 30, 2025. The gain recognized during the three months ended June 30, 2024 was primarily attributable to the average of the forward prices increasing from $47.46 per MWh as of March 31, 2024 to $51.13 per MWh as of June 30, 2024.

Previous wording

Power curtailment credits for the three months ended March 31, 2025 and 2024, were $7.8 million and $5.1 million, respectively, and represent sales of unused power under certain of our PPAs and participation in ancillary services under ERCOT Demand Response Services Programs. The amount of these credits varies from period to period depending on various factors impacting the supply of power to, and the demand for power on, the ERCOT grid, such as weather and global fuel costs.

Current wording

Power curtailment credits for the three months ended June 30, 2025 and 2024 were $8.3 million and $13.9 million, respectively, and represent sales of unused power under certain of our PPAs and participation in ancillary services under ERCOT Demand Response Services Programs. The amount of these credits varies from period to period depending on various factors impacting the supply of power to, and the demand for power on, the ERCOT grid, such as weather and global fuel costs.

Previous wording

For the three months ended March 31, 2025 and 2024, Engineering revenue was $13.9 million and $4.7 million, respectively. The increase of $9.2 million was primarily attributable to the accelerated completion of certain custom products, and, therefore, the recognition of revenue. Additionally, $4.1 million of the increase was due to the E4A Solutions Acquisition in December 2024.

Current wording

For the six months ended June 30, 2025 and 2024, Engineering revenue was $24.5 million and $14.3 million, respectively. The increase of $10.2 million was primarily attributable to the E4A Solutions Acquisition in December 2024, which accounted for $7.6 million of the increase. The remaining increase was primarily attributable to the accelerated completion of certain custom products and, therefore, the recognition of revenue.

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2025 and 2024, were $71.4 million and $57.7 million, respectively, an increase of approximately $13.7 million. Selling, general and administrative expenses consist of stock-based compensation, legal and professional fees, and other personnel and related costs. The increase was primarily due to anincrease in legal and professional fees of $6.4 million primarily related to ongoing litigation and public company-related expenses and an increase of $3.0 million in compensation expense as a result of hiring additional employees to support our ongoing growth. The remaining increase was due to an increase in other general operating costs such as insurance and information technology projects to support our growth, partially offset by a decrease in stock-based compensation of $2.4 million due to the vesting of awards during 2024.

Current wording

Selling, general and administrative expenses for the six months ended June 30, 2025 and 2024 were $147.4 million and $118.8 million, respectively, an increase of approximately $28.6 million. Selling, general and administrative expenses consist of stock-based compensation, legal and professional fees, and other personnel and related costs. The increase was primarily due to an$18.5 million increase in legal and professional fees primarily related to ongoing litigation and a $7.7 million increase in compensation expense as a result of hiring additional employees to support our ongoing growth. The remaining increase was due to an increase in other general operating costs such as insurance and information technology projects to support our growth, partially offset by a $4.4 million decrease in stock-based compensation due to the vesting of awards during 2024.

Previous wording

In addition to financial measures presented under generally accepted accounting principles in the United States (“GAAP”), we consistently evaluate our use of and calculation of non-GAAP financial measures such as “Adjusted EBITDA.” EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is a financial measure defined as EBITDA adjusted to eliminate the effects of certain non-cash and/or non-recurring items that do not reflect our ongoing strategic business operations, which management believes results in a performance measurement that represents a key indicator of our core business operations of Bitcoin Mining. The adjustments include fair value adjustments such as derivative power contract adjustments, equity securities fair value changes, and non-cash stock-based compensation expense, in addition to financing and legacy business income and expense items.

Current wording

In addition to financial measures presented under generally accepted accounting principles in the United States (“GAAP”), we consistently evaluate our use of and calculation of non-GAAP financial measures such as “Adjusted EBITDA.” EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is a financial measure defined as EBITDA adjusted to eliminate the effects of certain non-cash and/or non-recurring items that do not reflect our ongoing strategic business operations, which management believes results in a performance measurement that represents a key indicator of our core business operations in Bitcoin Mining. The adjustments include fair value adjustments such as derivative power contract adjustments, equity securities fair value changes, and non-cash stock-based compensation expense, in addition to financing and legacy business income and expense items.

Previous wording

Adjusted EBITDA is provided in addition to, and should not be considered to be a substitute for, or superior to, net income, the most comparable measure under GAAP to Adjusted EBITDA. Further, Adjusted EBITDA should not be considered as an alternative to revenue growth, net income, diluted net income per share or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider this financial measure either in isolation or as a substitute for analyzing our results as reported under GAAP.

Current wording

Adjusted EBITDA is provided in addition to, and should not be considered a substitute for, or superior to, net income, the most comparable measure under GAAP to Adjusted EBITDA. Further, Adjusted EBITDA should not be considered as an alternative to revenue growth, net income, diluted net income per share, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider this financial measure either in isolation or as a substitute for analyzing our results as reported under GAAP.

Previous wording

We generate non-cash revenue through mining Bitcoin at our Facilities, which we manage based on our Bitcoin Treasury Strategy, while financing operations and other expenses with cash typically raised through the issuance of our common stock under our ATM offering program. During the three months ended March 31, 2025 and 2024, we issued and sold approximately 5.4 million shares and 26.2 million shares, respectively, of our common stock under our ATM offering program for aggregate net proceeds (net of commissions and expenses) of $68.4 million and $345.7 million, respectively.

Current wording

We generate non-cash revenue through mining bitcoin at our Facilities, which we manage based on our Bitcoin Treasury Strategy, while financing operations and other expenses through sales of our bitcoin production, borrowing against our credit facilities, and issuance of common stock under the ATM offering program. During the six months ended June 30, 2025 and 2024, we issued and sold approximately 10.8 million shares and 4.1 million shares, respectively, of our common stock under our ATM offering program for aggregate net proceeds (net of commissions and expenses) of $121.1 million and $516.0 million, respectively.

Previous wording

As of March 31, 2025, we had net working capital of approximately $310.3 million, which included cash and cash equivalents of $163.7 million and marketable securities of $71.0 million. We reported a net loss of $296.4 million during the three months ended March 31, 2025, which included $187.1 million in non-cash net gains, primarily consisting of revenue recognized from Bitcoin mined of $142.9 million, and the change in fair value of the derivative asset of $41.9 million, partially offset by the change in fair value of Bitcoin of $208.0 million, depreciation and amortization of $77.9 million, stock-based compensation of $29.6 million, and the unrealized loss on marketable securities of $63.2 million.

Current wording

As of June 30, 2025, we had net working capital of approximately $141.2 million, which included cash and cash equivalents of $255.4 million and marketable securities of $62.5 million. We reported a net loss of $76.9 million during the six months ended June 30, 2025, which included $270.9 million in non-cash net gains, primarily resulting from revenue recognized from bitcoin mined of $283.7 million, and the change in fair value of bitcoin of $262.8 million, partially offset by depreciation and amortization of $161.1 million, stock-based compensation of $59.7 million, and unrealized losses on marketable securities of $57.1 million.

Previous wording

As of March 31, 2025, we had a remaining commitment of approximately $54.0 million due to MicroBT for the contractual purchase of miners, which we expect to pay during 2025.

Current wording

As of June 30, 2025, we had a remaining commitment of approximately $83.5 million due to MicroBT for the contractual purchase of miners, which we expect to pay during 2025.

Previous wording

Generating Bitcoin rewards which exceed our production and overhead costs will determine our ability to report profit margins related to such Bitcoin Mining operations, although accounting for our reported profitability is significantly complex. Furthermore,

Current wording

Generating bitcoin rewards that exceed our production and overhead costs will determine our ability to report profit margins related to such Bitcoin Mining operations, although accounting for our reported profitability is significantly complex. Furthermore,

Previous wording

The following table sets forth shares sold and net proceeds received (net of sales commissions and expenses) from shares sold under each ATM Program during the three months ended March 31, 2025 and 2024:

Current wording

The following table sets forth shares sold and net proceeds received (net of sales commissions and expenses) from shares sold under each ATM Program:

Previous wording

As of March 31, 2025, approximately $292.2 million of our common stock remained available for issuance and sale pursuant to the August 2024 ATM Program. The remaining sales agreements were terminated as of August 9, 2024.

Current wording

As of June 30, 2025, approximately $238.3 million of our common stock remained available for issuance and sale pursuant to the August 2024 ATM Program. The remaining prior ATM Program sales agreements were terminated as of August 9, 2024.

Previous wording

The increase in cash used was primarily attributable to increased power costs of $32.5 million, a $12.9 million increase in selling, general, and administrative costs, excluding stock-based compensation, both of which were primarily driven by our increased mining capacity and headcount, combined with other general operating costs such as insurance and information technology projects to support our growth, and a $9.5 million reduction in proceeds from the sale of Bitcoin due to not selling any Bitcoin during the three months ended March 31, 2025.

Current wording

The increase in cash used was primarily attributable to increased power costs of $68.4 million, a $32.9 million increase in selling, general, and administrative costs, excluding stock-based compensation, both of which were primarily driven by our increased mining capacity and headcount, combined with other general operating costs such as insurance and information technology projects to support our growth. During the six months ended June 30, 2025, we paid a one-time cash cost of $122.6 million related to the loss on contract settlement related to the Rhodium acquisition.

Previous wording

For the three months ended March 31, 2025 and 2024, net cash used in investing activities was primarily attributable to purchases and deposits paid for miners and purchases of property and equipment for our ongoing expansions. During the three months ended March 31, 2025, we paid approximately $26.7 million in deposits and payments for the purchase of miners, and anticipate additional payments of $54.0 million to be made in 2025, and paid approximately $32.9 million for the purchase of property and equipment.

Current wording

For the six months ended June 30, 2025 and 2024, net cash used in investing activities was primarily attributable to purchases and deposits paid for miners and purchases of property and equipment for our ongoing expansions. During the six months ended June 30, 2025, we paid approximately $86.4 million in deposits and payments for the purchase of miners, with anticipated additional payments of $83.5 million to be made in 2025, and paid approximately $93.2 million for the purchase of property and equipment, partially offset by proceeds from the sale of bitcoin of $131.8 million and proceeds of $14.7 million from the sale of marketable securities. During the six months ended June 30, 2024, we paid approximately $279.0 million in deposits and payments for the purchase of miners, paid approximately $110.8 million for the purchase of property and equipment, and paid approximately $133.2 for our investment in marketable securities.

Previous wording

For the three months ended March 31, 2025 and 2024, net cash provided by financing activities primarily consisted of proceeds from our ATM Program offerings of $70.0 million and $353.2 million, respectively. We have approximately $585.0 million in long-term debt, primarily consisting of our 2030 Notes and debt acquired as part of the Block Mining Acquisition. We have primarily financed our strategic growth through proceeds from our ATM Program offerings and issuances of our common stock. It is reasonably likely that we will continue to finance our ongoing growth with proceeds from current and future ATM Program offerings and various debt facilities.

Current wording

For the six months ended June 30, 2025 and 2024, net cash provided by financing activities primarily consisted of proceeds from our ATM Program offerings of $123.9 million and $527.0 million, respectively. We have approximately $838.8 million in debt outstanding, primarily consisting of $594.4 million from our 2030 Notes, $200 million from our bitcoin-backed credit facility, $54.3 million from our revolving credit facilities, and debt acquired as part of the Block Mining Acquisition. During the six months ended June 30, 2025, we received total net proceeds of $254.3 million from our debt. We have primarily financed our strategic growth through proceeds from issuances of our common stock through ATM Program offerings and various credit facilities, and it is reasonably likely that we will continue to finance our ongoing growth similarly.