Vulcan Infrastructure & Power Inc.

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Vulcan Infrastructure and Power Inc. (formerly Greenidge Generation Holdings Inc.), together with its subsidiaries (collectively, “Vulcan” or the “Company”), is a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. The Company currently builds, maintains and operates datacenters focused on bitcoin mining, together with related power generation and electrical infrastructure, and is pursuing a transition to a power and infrastructure platform focused on acquiring, developing and operating energized sites supporting AI and HPC datacenters and local electricity grids.

The Company owns and operates a 106 megawatt (“MW”) nameplate capacity power facility in Torrey, New York (the “New York Facility”) that is connected to the New York Independent System Operator (“NYISO”) power grid. In addition to the electricity used “behind-the-meter” by the New York datacenter, the Company sells electricity to NYISO at all times when its power plant is running and increases or decreases the amount of electricity sold based on prevailing prices in the wholesale electricity market and demand for electricity. The Company also operates a datacenter facility under a lease in Underwood, North Dakota (the “North Dakota Facility”) and owns a greenfield site in Columbus, Mississippi that it is evaluating and predeveloping for potential datacenter use.

The Company currently generates revenue in U.S. dollars by providing hosting, power and technical support services to third-party owned bitcoin mining equipment and through power and capacity sales to the NY power grid operator. The Company also generates revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers (“ASICs” or “miners”) owned by the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Condensed Consolidated Financial Statements

In the opinion of Vulcan management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results for the interim periods presented and such adjustments are of a normal recurring nature. The results for the unaudited interim condensed consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any future interim period. The unaudited interim condensed consolidated financial statements do not include all of the information and notes required by United States Generally Accepted Accounting Principles for complete financial statements.

The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the condensed consolidated financial statements of the Company in its 2025 Annual Report on Form 10-K.

Liquidity and Going Concern

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern, the Company’s management evaluated whether there are conditions or events that pose risk associated with the Company’s ability to continue as a going concern within one year after the date these financial statements have been issued. The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern.

The Company has historically incurred operating losses and negative cash flows from operations. At June 30, 2026, the Company had cash of $3.2 million, digital assets of $6.0 million and accounts payable and accrued expenses of $5.7 million, while also having an aggregate of $34.9 million of principal indebtedness and contractual interest payments due over the next 12 months, including the remaining $33.1 million in aggregate principal amount of the Company’s 8.50% Senior Notes due in October 2026 (the “Senior Notes”), which mature on October 31, 2026 (see Note 5, “Debt”).

The Company’s projected operating cash flows are not sufficient to meet the existing debt obligations and the potential inability to meet this debt service obligation raises substantial doubt as to the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of the condensed consolidated financial statements. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

In an effort to alleviate these conditions, management has taken certain actions to improve the Company’s liquidity, including, among other things, the sale of its assets and entering into privately negotiated exchange agreements and public tender/exchange offers to reduce debt. Further, on July 19, 2026, the Company entered into subscription agreements with MIG REF II INFR, LLC (“MIG”), an affiliate of Machine Investment Group, LP, Atlas GREE Investment Holdco LLC (“Atlas Holdco”), an affiliate of Atlas Holdings LLC, Conversant PIF Aggregator A LP (“Conversant”), an affiliate of Conversant Capital, LLC, and certain other investors, including the Company’s Chief Executive Officer, Chief Financial Officer, President and a member of the Board of Directors (collectively, the “Other Investors”), in connection with the Company’s private investment in public equity financing transaction (the “PIPE Transaction”).

Pursuant to the subscription agreements, and subject to the satisfaction or waiver of the applicable closing conditions, the Company has agreed to issue and sell an aggregate of 17,146,190 shares of its Class A common stock at a purchase price of $1.71 per share(the “PIPE Shares”). The Company also agreed to issue to MIG a senior secured convertible promissory note in the principal amount of $10.0 million (the “MIG Convertible Note”), which is convertible into shares of the Company’s Class A common stock in accordance with the terms thereof (the “MIG Conversion Shares”), and athree-year warrant (the “MIG Warrant”) to purchase 1,754,386 shares of the Company's Class A common stock at an initial exercise price of $1.71 per share (the “MIG Warrant Shares” and, collectively with the PIPE Shares, the MIG Convertible Note, the MIG Conversion Shares and the MIG Warrant, the “PIPE Securities”).

Subject to the closing of the PIPE Transaction, the Company expects to receive aggregate gross proceeds of approximately $39.4 million, before deducting transaction-related expenses. The Company intends to use the net proceeds from the PIPE Transaction primarily to redeem the remaining approximately $33.1 million in aggregate principal amount of its outstanding Senior Notes, with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of the Company’s operations located in Dresden, New York and Columbus, Mississippi.

The PIPE Transaction remains subject to closing conditions, and a summary of the terms of the PIPE Transaction is disclosed in Note 17, Subsequent Events. As of the date these unaudited condensed consolidated financial statements were issued, the PIPE Transaction had not closed, the Company had not received any proceeds from the PIPE Transaction and none of the PIPE Securities had been issued. While there can be no assurance that the PIPE Transaction will be completed on the anticipated terms or at all, management believes that the closing of the transaction is probable to occur within the next twelve months.

After considering management’s plans to mitigate these conditions, including our existing cash and cash equivalents, digital assets, cash generated from operations and the proceeds from the PIPE transaction expected to be received upon closing, the Company believes this substantial doubt has been alleviated and it has sufficient liquidity to continue as a going concern for the next twelve months.

The Company’s operating cash flows are dependent on energy pricing and demand in the New York market and bitcoin mining economics commonly measured by hashprice. In addition, increases in the costs of electricity, natural gas, and emissions credits adversely affect the Company by increasing operating costs. Depending on the Company’s assumptions regarding the energy price inputs and bitcoin hashprice, the estimates of the amounts of required liquidity vary significantly. There can be no assurance that the Company’s assumptions used to estimate liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to the limited ability to predict future energy and bitcoin prices. Additionally, the Company’s ability to achieve projected cash flows depends on the Company’s ability to obtain and comply with required permits and licenses, including the Title V Air Permit for the New York Facility. While this permit is subject to the Stipulation, it may still face legal challenges from third-party environmental groups (see Note 10, “Commitments and Contingencies”), which may have an adverse impact on the Company’s operations and its ability to meet cash flow forecasts.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2. Summary of Significant Accounting Policies, in the Company’s condensed consolidated financial statements included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2025.

There have been no material changes to the significant accounting policies for the six months ended June 30, 2026, other than the change in useful lives of our miner facility infrastructure described in Note 4,"Property and Equipment, Net".

Recent Accounting Pronouncements, Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosures of certain costs and expenses specified in the updated guidance to provide enhanced transparency into aggregate amounts presented on the condensed consolidated statements of operations and comprehensive loss. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which clarifies the effective date of ASU 2024-03. This guidance becomes effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update remove references to software development stages and require entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The update permits entities to apply the guidance on a prospective transition approach, modified transition approach or retrospective transition approach. The update is effective for all entities for annual periods beginning December 15, 2027, and for interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company expects this guidance will have no impact to its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments in this guidance narrow the scope to exclude certain contracts from derivative accounting in Topic 815 and clarify the accounting for share-based noncash consideration from a customer in Topic 606. The amendments in this update are effective for all entities for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company expects this guidance will have no impact to its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted. Either prospective or retrospective application to any or all periods presented is permitted when applying the amendments upon adoption. The Company is currently evaluating this guidance to determine the impact on its condensed consolidated financial statements.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The amendments in this update provide guidance for recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have an enforceable obligation from regulatory compliance programs that may be settled with environmental credits. This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and must be applied on a retrospective basis through a cumulative-effect adjustment. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact on its condensed consolidated financial statements.

Recent Accounting Pronouncements, Adopted

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted as an induced conversion. This guidance became effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption was permitted. The Company adopted ASU 2024-04 effective January 1, 2026. The adoption of ASU 2024-04 did not have an effect on the Company’s condensed consolidated financial statements.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. ASU 2026-01 amends Topic 505 to require that paid-in-kind (PIK) dividends on equity-classified preferred stock be initially measured using the PIK dividend stated in the preferred stock agreement. The amendments in this update may be applied either prospectively or on a modified retrospective basis. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those reporting periods. Early adoption is permitted in an interim or annual reporting period. The Company elected to adopt this guidance on a prospective basis effective January 1, 2026. The adoption of ASU 2026-01 did not have an effect on the Company's condensed consolidated financial statements.

3. ASSETS HELD FOR SALE

The Company owns a 5.6-acre tract of land with over 73,000 square feet of industrial warehouse space in Columbus, Mississippi. The Company is actively marketing the land and industrial warehouse space, which has a carrying value of $0.9 million and is presented as long-term assets held for sale as of June 30, 2026 and December 31, 2025. See Note 10, “Commitments and Contingencies—Mississippi Warehouse Property Sale and Related Litigation."

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following as of June 30, 2026 and December 31, 2025:

Total depreciation and amortization expense was $1.1 million and $3.2 million for the three months ended June 30, 2026 and 2025, respectively, and $3.8 million and $6.3 million for the six months ended June 30, 2026 and 2025, respectively.

The Company completed an assessment of the useful lives of its property and equipment and adjusted the estimated useful lives of certain property and equipment to more closely reflect the expected economic lives of these assets. The useful life of certain miner facility infrastructure for financial reporting purposes was decreased from 10 to 5 years. This change in accounting estimate is effective January 1, 2026 and is applied prospectively.

Sale of Equipment

During the six months ended June 30, 2026, Vulcan sold miners with a carrying value of $0.09 million for proceeds of $0.03 million, resulting in a loss on the sale of assets of $0.06 million, as well as proceeds of $0.04 million as a result of residuals proceeds that were held in escrow in connection with the sale of the Mississippi Facility, which resulted in a gain on sales of assets of $0.04 million. During the six months ended June 30, 2025, Vulcan sold construction in process assets with a carrying value of $0.8 million for proceeds of $0.7 million, resulting in a loss on the sale of assets of $0.1 million. No construction in process assets were sold in the six months ended June 30, 2026.

5. DEBT

The following table provides information on the Company’s debt agreements as of June 30, 2026 and December 31, 2025:

The Company incurred interest expense of $0.3 million and $0.8 million during the three months ended June 30, 2026 and 2025, respectively, and $0.5 million and $3.6 million during the six months ended June 30, 2026 and 2025, respectively, detailed in the table below.

The following table details our interest expense related to the Senior Notes and the Equity Interest Payment Agreement (defined below):

Senior Unsecured Notes

During the fourth quarter of 2021, the Company sold $72.2 million of the Senior Notes pursuant to the Company’s registration statement on Form S-1. Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year to the holders of record at the close of business on the immediately preceding January 15, April 15, July 15 and October 15, respectively. The Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness. The Senior Notes trade on The Nasdaq Global Select Market (“Nasdaq”)under the symbol “GREEL.”

The Company may redeem the Senior Notes for cash in whole or in part at any time (i) on or after October 31, 2023 and prior to October 31, 2024, at a price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after October 31, 2024 and prior to October 31, 2025, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after October 31, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Company may redeem the Senior Notes, in whole, but not in part, at any time at its option, at a redemption price equal to 100.5% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption, upon the occurrence of certain change of control events.

From October 2024 through June 2026, the Company entered into privately negotiated exchange agreements, pursuant to which it issued an aggregate of 3,097,110 shares of Class A common stock and paid an aggregate of $2.9 million in cash in exchange for $16.6 million in aggregate principal amount of the Senior Notes, including 1,162,221 shares of Class A common stock issued during the six months ended June 30, 2026 in exchange for $2.1 million in aggregate principal amount of the Senior Notes.

From July 2025 through June 2026, the Company completed a series of public tender/exchange offers, pursuant to which the Company (i) repurchased $15.0 million in aggregate principal amount of the Senior Notes for a total of $5.7 million in cash and (ii) exchanged $6.4 million in aggregate principal amount of the Senior Notes and issued 114,890 shares of Class A common stock for $3.7 million in aggregate principal amount of the Company’s 10.00% Senior Notes due 2030 (the “New Notes”), including the exchange of $1.4 million in aggregate principal amount of the Senior Notes and issuance of 114,890 shares for $1.5 million in aggregate principal amount of the New Notes during the six months ended June 30, 2026.

The Company concluded the privately negotiated exchanges and the public tender/exchange offers met the definition of a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors, as the Company was experiencing financial difficulties and the creditors granted a concession. The undiscounted cash flows of the Senior Notes and New Notes (collectively, the “Notes”) exceeded the adjusted carrying value of the Notes, and therefore, the Company calculated the new effective interest rate and recognized interest expense using the effective interest method on a prospective basis.

In December 2025, the Company paid $0.7 million in cash to repurchase an aggregate of $1.1 million principal amount of its Senior Notes in open market transactions. There wereno repurchases in the open market during the three and six months ended June 30, 2026.

During the three months ended June 30, 2026, the Company made contractual interest payments of $0.7 million and $0.1 million on the Senior Notes and New Notes, respectively, which reduced the carrying value of the Notes. During the six months ended June 30, 2026, the Company made contractual interest payments of $1.5 million and $0.1 million on the Senior Notes and New Notes, respectively, which reduced the carrying value of the Notes.

As of June 30, 2026, the Company had $33.1 million and $1.4 million in aggregate principal amount and capitalized interest payments, respectively, in connection with the Senior Notes outstanding and $3.7 million and $0.9 million in aggregate principal amount and capitalized interest payments, respectively, in connection with the New Notes outstanding.

Senior Unsecured New Notes

Interest on the New Notes is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year to the holders of record at the close of business on the immediately preceding March 15, June 15, September 15 and December 15, respectively. The New Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.

The Company may redeem the New Notes for cash in whole or in part at any time (i) on or after July 31, 2026 and prior to July 31, 2027, at a price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after July 31, 2027 and prior to July 31, 2028, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after July 31, 2028 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Company may redeem the New Notes, in whole, but not in part, at any time at its option, at a redemption price equal to 100.5% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption, upon the occurrence of certain change of control events.

Minimum Future Principal Payments

Minimum future principal payments on debt at June 30, 2026 were as follows:

Fair Value Disclosure

The notional value and estimated fair value of the Company’s Senior Notes totaled $33.1 million and $29.0 million, respectively, at June 30, 2026 and $36.7 million and $27.1 million, respectively, at December 31, 2025. The notional value of the Senior Notes does not include contractual interest payments of $1.4 million and $3.1 million at June 30, 2026 and December 31, 2025, respectively. The estimated fair value of the Senior Notes was measured using quoted market prices at the reporting date. Such instruments were valued using Level 1 inputs. The Company believes the notional value of the New Notes of $3.7 million and $2.3 million at June 30, 2026 and December 31, 2025, respectively, which does not include contractual interest payments of $0.9 million and $1.0 million at June 30, 2026 and December 31, 2025, respectively, approximates its fair value.

6. LOSS PER SHARE

The Company calculates basic net loss per share by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by assuming the exercise, settlement, and vesting of all potential dilutive common stock equivalents outstanding for the period using the treasury stock method.

The following table sets forth a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock (in thousands, except per share data):

For the three and six months ended June 30, 2026 and 2025, because the Company was in a loss position, basic net loss per share is the same as diluted net loss per share, as the inclusion of the potential common shares would have been anti-dilutive.

The following table sets forth potential shares of common stock that are not included in the diluted net loss per share calculation because to do so would be anti-dilutive for the period indicated (in thousands):

7. EQUITY BASED COMPENSATION

The Company currently grants equity awards under the Amended and Restated 2021 Equity Incentive Plan (the "2021 Equity Plan"). The 2021 Equity Plan became effective in February 2021. The 2021 Equity Plan provides for the grant of equity awards to employees and non-employee directors. The maximum aggregate number of shares of Class A common stock that may be issued for all purposes under the 2021 Equity Plan was 2,583,111 as of June 30, 2026. In October 2022, the Company registered 307,684 shares of Class A common stock, outside of the 2021 Equity Plan, that were reserved for issuance upon the vesting and exercise of non-qualified stock option inducement grants.

RSAs and RSUs

Restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) are generally granted with an eligible vesting range from upon grant to over atwo-year period.

The Company’s unvested RSA and RSU award activity for the six months ended June 30, 2026 is summarized below:

The value of RSA and RSU grants is measured based on their fair market value on the date of grant and amortized over their requisite service periods. At June 30, 2026, there was approximately $0.2 million of total unrecognized compensation cost related to unvested restricted stock rights, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.58 years.

On April 15, 2026, the Compensation Committee of the Company’s Board of Directors approved the acceleration of vesting for unvested RSUs previously awarded to certain board members who had resigned from the Company’s Board of Directors. The Company concluded that the acceleration of vesting constituted a Type III modification, which resulted in $0.4 million of incremental compensation cost during the three and six months ended June 30, 2026.

Common Stock Options

The Company’s common stock options activity for the six months ended June 30, 2026 is summarized below:

The value of common stock option grants is measured based on their fair market value on the date of grant and amortized over their requisite service periods. At June 30, 2026, there was approximately $0.1 million of total unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.38 years.

Stock-Based Compensation

The Company recognized stock-based compensation expense of $0.4 million and $0.4 million during the three months ended June 30, 2026 and 2025, respectively, and $1.1 million and $0.9 million during the six months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

8. INCOME TAXES

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

The effective tax rate for the three months ended June 30, 2026 and 2025 was 0% and a benefit of 1%, respectively, and for the six months ended June 30, 2026 and 2025 was 0% and 0%, respectively, which was lower than the statutory rate of 21% because the Company has recognized a full valuation allowance on its deferred tax assets, as well as receiving refunds during 2025 in connection with prior tax periods. The Company continued to evaluate the realizability of deferred tax assets, due to continued reduced profitability, and concluded that a valuation allowance should continue to be recognized for any deferred tax assets generated during the quarter.

9. STOCKHOLDERS’ DEFICIT

Holders of the Company’s Class A common stock are entitled toone vote per share. Holders of Class B common stock are entitled toten votes per share. Class A and Class B shares issued and outstanding as of June 30, 2026 were 15,286,349 and 2,733,394, respectively.

Each share of Class B common stock is convertible intoone share of Class A common stock at the option of the holder upon written notice to the Company. Shares of Class B common stock will automatically convert to shares of Class A common stock upon a mandatory conversion event as defined in the second amended and restated certificate of incorporation dated September 6, 2022, including the occurrence of the applicable sunset provision, which is expected to occur on September 14, 2026.

Warrants

There wasno activity for warrants issued by the Company during the three and six months ended June 30, 2026.

The following table summarizes information about warrants outstanding at June 30, 2026:

Debt Exchange Agreements and Tender/Exchange Offer

During the six months ended June 30, 2025, the Company entered into privately negotiated exchange agreements, pursuant to which it issued an aggregate of 1,242,456 shares of the Company’s Class A common stock, with an aggregate fair value of $1.5 million, and made cash payments totaling $2.6 million in exchange for $10.3 million in aggregate principal amount of the Senior Notes. During the six months ended June 30, 2026, the Company entered into privately negotiated exchange agreements, pursuant to which it issued an aggregate of 1,162,221 shares of the Company’s Class A common stock, with an aggregate fair value of $1.9 million, in exchange for $2.1 million in aggregate principal amount of the Senior Notes. During the six months ended June 30, 2026 the Company completed a public tender/exchange offer, pursuant to which it issued an aggregate of 114,890 shares of its Class A common stock, with an aggregate fair value of $0.1 million, and $1.5 million in aggregate principal amount of New Notes in exchange for $1.4 million in aggregate principal amount of the Senior Notes.

Equity Interest Payment Agreement

The Company entered into an Equity Interest Payment Agreement, dated as of January 24, 2025 (the “Equity Interest Payment Agreement”), with Atlas Capital Resources (A9) LP, Atlas Capital Resources (A9-Parallel) LP and Atlas Capital Resources (P) LP (together with Atlas Holdings LLC, the Company’s controlling stockholder and a related party, and their respective affiliates, collectively, “Atlas”). Pursuant to the Equity Interest Payment Agreement, as consideration for the continued credit support provided by certain Atlas affiliates in respect of the letters of credit mentioned in Note 12,

“Related Party Transactions,” totaling $8.6 million, the Company is required to pay interest at a rate of 8.5% per annum. The interest will be calculated on a per diem basis based on the number of days in the applicable measurement period, which interest payments will be net of any interest otherwise actually received by Atlas from the issuing bank. Payments will be made by issuing Class A common stock to Atlas calculated using the volume weighted average price of Class A common stock as reported on Nasdaq, with the total cumulative shares not to exceed 19.99% of the sum of the number of outstanding shares of Class A common stock and shares of Class B common stock as of January 24, 2025. In the event that the Class A common stock issuable under the Equity Interest Payment Agreement exceeds the aforementioned 19.99%, then subsequent payments will be made in cash for the amount in excess of 19.99%.

In connection with the Equity Interest Payment Agreement, the Company agreed to pay, by issuing shares of its Class A common stock, a letter of credit extension payment as further consideration for Atlas to enter into the Equity Interest Payment Agreement and maintain the letters of credit.

From the date of the Equity Interest Payment Agreement through the filing date of this report, the Company issued an aggregate of 1,386,303 shares of Class A common stock, with an aggregate fair value of $2.1 million, of which 114,865 shares, with an aggregate fair value of $0.1 million, and 194,185, with an aggregate fair value of $0.3 million, were issued during the three and six months ended June 30, 2026, respectively. The Company recognized a gain of $0.03 million and $0.1 million on the settlement of related party liability during the three and six months ended June 30, 2026, respectively.

10. COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in such matters may arise and harm the Company’s business. Except as otherwise disclosed in this Note 10, “Commitments and Contingencies—Legal Matters,” the Company is currently not aware of any such legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition, or operating results.

Title V Air Permit Renewal Litigation and Stipulation of Settlement

In June 2022, the New York State Department of Environmental Conservation (“NYSDEC”) denied the Company’s application to renew the Title V Air Permit for the New York Facility. The Company pursued administrative review of that determination, which was ultimately affirmed by NYSDEC’s Regional Director for Region 7 on May 8, 2024, rendering the denial final for purposes of judicial review. On August 15, 2024, the Company filed a verified petition and complaint pursuant to Article 78 of the New York Civil Practice Law and Rules in the Supreme Court of the State of New York, Yates County (the “Court”), seeking to annul NYSDEC’s denial of the renewal application and obtain declaratory and injunctive relief relating to NYSDEC’s interpretation and application of the New York Climate Leadership and Community Protection Act.

On November 14, 2024, the Court issued a decision annulling NYSDEC’s denial of the renewal application and remanding the matter to NYSDEC for further proceedings. The Company subsequently filed a notice of appeal with the Appellate Division of the Supreme Court of the State of New York, Fourth Judicial Department (the “Fourth Department”), seeking review of certain aspects of the Court’s decision. Administrative proceedings concerning the renewal application resumed before NYSDEC following the Court’s remand.

On November 7, 2025, the Company entered into a Stipulation of Settlement (the “Stipulation”) with NYSDEC intended to resolve the ongoing administrative and judicial proceedings concerning renewal of the Title V Air Permit for the New York Facility consistent with the Climate Leadership and Community Protection Act (“CLCPA”). Pursuant to the Stipulation, the Company submitted to NYSDEC an application (the “Application”) supplementing the renewal application to incorporate new greenhouse gas (“GHG”) emissions limits and related monitoring and reporting requirements set forth in the Stipulation. NYSDEC agreed to process the Application pursuant to the New York State Uniform Procedures Act and 6 NYCRR Part 621 and to issue a draft five-year Title V Air Permit modification and renewal (the “Draft Title V Air Permit”) incorporating the conditions set forth in the Stipulation.

While the Stipulation provides a pathway toward resolution of the permit renewal process, there can be no assurance that a final Title V Air Permit will ultimately be issued, that the Company will be able to comply with the stipulated GHG limits, or that third-party challenges will not delay or prevent final resolution. The Company’s inability to obtain a final Title V Air Permit for the New York Facility could have a material adverse effect on the Company’s business, financial condition and results of operations.

NYDIG Arbitration

On May 1, 2026, NY 1 Mining LLC f/k/a RIGS NY 1 LLC, an affiliate of NYDIG ABL LLC (“NY 1 Mining”), filed a demand for arbitration with the American Arbitration Association against Greenidge South Carolina LLC, a wholly owned subsidiary of the Company (“Greenidge South Carolina”), which serves as counterparty to thehosting services agreement and related orders with affiliates of NYDIG ABL LLC (collectively as in effect from time to time, the “NYDIG Hosting Agreement”). The arbitration demand centers on a dispute regarding the interpretation of the NYDIG Hosting Agreement and a related order, including whether Greenidge South Carolina is required to pay NY 1 Mining a percentage of net profits from the sale of excess energy generated at the Company’s New York Facility during periods in which NY 1 Mining’s bitcoin mining machines were curtailed for unprofitability. NY 1 Mining alleges that Greenidge South Carolina breached the NYDIG Hosting Agreement and the related order by improperly excluding such curtailment periods when calculating amounts allegedly due to NY 1 Mining. NY 1 Mining asserts claims for breach of contract and declaratory judgment and seeks compensatory damages of approximately $1.2 million, with additional damages allegedly accruing monthly, as well as declaratory relief, attorneys’ fees, arbitration fees and costs, interest and such other relief as the arbitrator may deem appropriate. The Company disputes the allegations and intends to vigorously defend the matter. Based on the preliminary nature of this proceeding, the Company believes that the likelihood of an unfavorable outcome is remote and cannot reasonably estimate the magnitude of potential loss, if any.

Mississippi Warehouse Property Sale and Related Litigation

On April 27, 2026, Greenidge Mississippi LLC (“Greenidge Mississippi”), a wholly owned subsidiary of the Company, entered into a Commercial Purchase and Sale Agreement (as amended, the “Mississippi Warehouse Property Sale Agreement”) with an unrelated third party for the sale of a 5.6-acre property containing more than 73,000 square feet of industrial warehouse space in Columbus, Mississippi, for a purchase price of $1.08 million. The Mississippi Warehouse Property Sale Agreement provided for a $150,000 earnest money deposit and contemplated a closing within 45 days after the effective date, subject to the satisfaction or waiver of the conditions set forth therein.

On May 1, 2026, a prior prospective purchaser of the property filed a petition in the Chancery Court of Lowndes County, Mississippi against Greenidge Mississippi (as amended, the “Mississippi Warehouse Property Petition”). The Mississippi Warehouse Property Petition alleges, among other things, that the prior prospective purchaser had previously entered into a contract with Greenidge Mississippi to purchase the property and that Greenidge Mississippi was attempting to market, sell or otherwise transfer the property to another purchaser. The petition seeks temporary, preliminary and permanent injunctive relief to restrain Greenidge Mississippi and related parties from selling, conveying, transferring, encumbering or otherwise disposing of the property to any person or entity other than the prior prospective purchaser, as well as related equitable relief.

On or about May 8, 2026, the prior prospective purchaser filed an amended notice oflis pendens in Lowndes County, Mississippi relating to the property, providing notice that the pending litigation may affect title to the property. On June 4, 2026, following the filing of the Mississippi Warehouse Property Petition and related notice oflis pendens, the purchaser under the Mississippi Warehouse Property Sale Agreement delivered notice to Greenidge Mississippi terminating the Mississippi Warehouse Property Sale Agreement, and the $150,000 earnest money deposit was returned to the purchaser.

The Company disputes the allegations in the Mississippi Warehouse Property Petition and intends to vigorously defend the matter unless the parties reach a mutually acceptable resolution, which may include a sale of the property to the prior prospective purchaser. Based on the preliminary nature of this proceeding, the Company believes that the likelihood of an unfavorable outcome is remote and cannot reasonably estimate the magnitude of potential loss, if any.

Environmental Liabilities

The Company has a coal combustion residual (“CCR”) liability associated with the closure of a coal ash pond located on the Company’s property in Torrey, New York. In accordance with ASC 410-30, the Company has a liability of $17.3 million as of June 30, 2026 and December 31, 2025. CCRs are subject to federal and state requirements. In October 2023, the Company completed the necessary steps to officially cease use of the coal ash pond. Following this occurring, the Company is required to complete the remediation of the coal ash pond CCR by November 2028 and will perform the work in stages over the next four years. On October 1, 2025, the Company provided a beneficial use demonstration to support atwo-year extension of the deadline to initiate closure. With thistwo-year extension, the deadline for Vulcan to either initiate closure of the onsite CCR surface impoundment (C-Pond) or to demonstrate the need for an additionaltwo-year extension under 40 C.F.R. § 257.102(e)(2)(ii) will be October 10, 2027. Further economic and viability analysis is required in order to initiate a material change to the closure plan. The Company has continued to estimate the liability using the prior closure and disposal assumptions as further analysis required to support the beneficial use assumptions is not yet available. The Company intends to use the two year closure extension to perform this analysis and therefore has updated its closure timeline assumptions to reflect this longer time frame to complete the closure work.

Estimates are based on various assumptions including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits. Additional adjustments to the environmental liability may occur periodically due to changes in remediation requirements regarding CCRs or the potential for beneficial use thereof which the Company is currently exploring, each of which may lead to material changes in estimates and assumptions.

The Company owns and operates a fully permitted landfill that also acts as a leachate treatment facility. In accordance with ASC 410-30, Environmental Obligations (“ASC 410-30”), the Company has recorded an environmental liability of $13.7 million as of June 30, 2026 and December 31, 2025. As required by NYSDEC, companies with landfills are required to fund a trust to cover closure costs and expenses after the landfill has stopped operating or, in lieu of a trust, may negotiate to maintain a letter of credit guaranteeing the payment of the liability. Estimates are based on various assumptions including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits. Additional adjustments to the environmental liability may occur periodically due to potential changes in estimates and assumptions. The liability has been determined based on estimated costs to remediate as well as post-closure costs which are assumed over an approximate 30-year period and assumes an annual inflation rate of 2.4%. The Company deposited an additional $0.4 million into a trust during the first quarter of 2026 in connection with the environmental liabilities, which is presented in other long-term assets in the condensed consolidated balance sheet. As of June 30, 2026, there was $1.8 million held in the trust.

Commitments

The Company entered into a contract with Empire Pipeline Incorporated (“Empire”) in September 2020, which provides for the transportation to its pipeline of 15,000 dekatherms of natural gas per day, approximately $0.2 million per month. The contract ends in September 2030 and may be terminated by either party with 12 months’ notice after the initial 10-year period.

In January 2024, the Company entered into afive-year capacity lease agreement, which provides the Company with 7.5 MW of self-mining capacity. The Company began mining in April 2024. During the six months ended June 30, 2026, the Company recognized $1.5 million of variable costs in connection with the capacity lease agreement, which is included within Cost of revenue - cryptocurrency mining (exclusive of depreciation and amortization) in the condensed consolidated statements of operations and comprehensive loss. There was $2.0 million variable lease cost in connection with the capacity lease agreement during the six months ended June 30, 2025.

In June 2024, the Company entered into an operating lease, which has a term offive years. The Company recorded a ROU asset and lease liability of $0.2 million, which are included in Other long-term assets and Other long-term liabilities, respectively, upon commencement of such operating lease in August 2024.

11. CONCENTRATIONS

The Company has a single hosting customer that accounted for 12% and 47% of the Company’s revenue during the three months ended June 30, 2026 and 2025, respectively, and 3% and 37% of the Company’s revenue during the six months ended June 30, 2026 and 2025, respectively. The single hosting customer has the option to terminate the hosting agreement with 6 months’ notice.

For the Company’s self-mining operations, the Company considers its mining pool operators to be its customers. The Company has historically used a limited number of pool operators that have operated under contracts with aone-day term, which allows Vulcan the option to change pool operators at any time. Revenue from the Company’s pool operator customers accounted for approximately 5% and 44% of total revenue for the three months ended June 30, 2026 and 32% and 0% of total revenue for the three months ended June 30, 2025, as well as approximately 2% and 12% of total revenue for the six months ended June 30, 2026 and 26% and 0% of total revenue for the six months ended June 30, 2025.

The Company has one major power customer, NYISO, that accounted for 39% and 20% of its revenue for the three months ended June 30, 2026 and 2025, respectively, and 82% and 37% of the Company’s revenue during the six months ended June 30, 2026 and 2025, respectively.

The Company has one natural gas vendor that accounted for approximately 20% and 35% of cost of revenue for the three months ended June 30, 2026 and 2025, respectively, and 47% and 47% of the Company’s cost of revenue during the six months ended June 30, 2026 and 2025, respectively.

12. RELATED PARTY TRANSACTIONS

As of June 30, 2026, Atlas controlled 66.1% of the voting power of the Company’s outstanding capital stock. As a result, the Company is a “controlled company” within the meaning of Nasdaq’s corporate governance standards.

On July 19, 2026, Atlas Holdco, an affiliate of the Company’s controlling stockholder, agreed to purchase 2,923,976 shares of the Company’s Class A common stock in the PIPE Transaction for an aggregate purchase price of $5.0 million. Jordan Kovler, the Company’s Chief Executive Officer and a director of the Company, Christian Mulvihill, the Company’s Chief Financial Officer, and Dale Irwin, the Company’s President, each agreed to purchase 58,479 shares of Class A common stock for an aggregate purchase price of $0.1 million. George (Ted) Rogers, a director of the Company, agreed to purchase 2,923,976 shares of Class A common stock for an aggregate purchase price of $5.0 million.

The Audit Committee of the Company’s Board of Directors reviewed the related party aspects of the PIPE Transaction, including the participation of the foregoing related parties in the PIPE Transaction and the terms of the transactions involving such related parties, in accordance with the Company’s related party transactions policy and determined that such transactions were negotiated on an arm’s-length basis with the non-affiliated lead investor and are fair to, and in the best interests of, the Company and its stockholders. As of the date these unaudited condensed consolidated financial statements were issued, the PIPE Transaction has not closed and none of the foregoing securities has been issued.

Letters of Credit

Atlas obtained a letter of credit from a financial institution in the amount of $5.0 million at June 30, 2026 and December 31, 2025, payable to the NYSDEC. This letter of credit guarantees the current value of the Company’s landfill environmental trust liability. See Note 10, “Commitments and Contingencies” for further details.

Atlas also has a letter of credit from a financial institution in the amount of $3.6 million at June 30, 2026 and December 31, 2025, payable to Empire in the event the Company should not make contracted payments for costs related to a pipeline interconnection project the Company has entered into with Empire.

Co-Defendant Endorsement

On October 14, 2024, the Company agreed to include a co-defendant endorsement under its directors and officers liability insurance policy (the “D&O Policy”) with respect to Atlas and certain of its affiliates, which, in certain circumstances, extends coverage to claims for losses attributable to a wrongful act of the Company or any of its insured persons jointly made and continuously maintained against the Company and/or any of its insured persons under the D&O Policy, on the one hand, and Atlas and/or certain of its affiliates, on the other. The inclusion of such co-defendant endorsement resulted in no change to the Company’s premiums with respect to its D&O insurance policy.

Equity Interest Payment Agreement

The Company entered into the Equity Interest Payment Agreement, pursuant to which, as consideration for the continued credit support provided by certain Atlas affiliates in respect of the letters of credit described in Note 9, “Stockholders’ Deficit,” the Company is required to pay interest at a rate of 8.5% per annum. The Company recognized interest expense of $0.2 million and $0.3 million during the three and six months ended June 30, 2026, respectively, in connection with the Equity Interest Payment Agreement.

Electrical Equipment Purchase

In February 2026, following an electrical switchgear malfunction at the New York Facility that occurred in November 2025, the Company entered into a used equipment purchase agreement for replacement electrical equipment with GSP

Merrimack LLC, an affiliate of Atlas, the Company’s controlling stockholder and a related party, for an aggregate purchase price of approximately $0.8 million.

Other

Affiliates of Atlas from time to time incur certain costs for the benefit of the Company, which are fully reimbursed by the Company. The Company did not reimburse Atlas or its affiliates for any such costs during the three and six months ended June 30, 2026.

13. SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

Contract liabilities

At times, the Company receives payments from customers before revenue is recognized, resulting in the recognition of a contract liability presented on the condensed consolidated balance sheets.

Changes in the contract liability balance for the six months ended June 30, 2026 were as follows:

The increase in contract liabilities during the six months ended June 30, 2026 is due to prepayments received from the Company’s hosting customer in excess of revenue earned during this period. The decrease in hosting revenue resulted from increased curtailment of the aging hosted miner fleet amid unfavorable hosting economics.

Prepaid expenses and other current assets

The following table provides additional details of prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025:

Other long-term assets

The following table provides additional details of other long-term assets as of June 30, 2026 and December 31, 2025:

Emissions and carbon offset credits

During the six months ended June 30, 2026, the Company sold 50,000 Regional Greenhouse Gas Initiative ("RGGI") credits with a carrying value of $1.2 million for proceeds of $2.4 million, resulting in a gain of $1.2 million, which is included in loss (gain) on sale of assets in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

Supplemental cash flow information

The Company had the following non-cash investing and financing activities:

The following table provides supplemental cash flow information for cash paid for interest:

14. DIGITAL ASSETS

The following table presents the Company’s bitcoin holdings as of June 30, 2026 and December 31, 2025 (in thousands, except bitcoin held):

The carrying basis represents the valuation of bitcoin at the time the Company earns the bitcoin through mining activities.

The following table represents a reconciliation of the fair values of the Company’s digital assets (in thousands):

All additions of digital assets were the result of bitcoin generated by the Company’s cryptocurrency mining operations. All dispositions of digital assets were the result of sales on the open market to fund Company operations.

The Company’s bitcoin holdings are not subject to contractual sale restrictions. As of June 30, 2026, the Company held no other digital assets.

15. FAIR VALUE

The Company follows the guidance in ASC Topic 820, Fair Value Measurement. For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy based upon observable and unobservable inputs is used to arrive at fair value. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

As of June 30, 2026 and December 31, 2025, the carrying amount of accounts receivable, prepaid expenses and other assets, emissions and carbon offset credits, accounts payable, accrued expenses, accrued emissions expense, and other short-term liabilities approximated their fair value due to their relatively short maturities. The carrying amount of long-term debt, net of current portion, approximates its fair value due to the fact that the interest rates on these obligations are consistent with prevailing market rates for instruments with similar credit risk and maturities.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):

Assets Measured on a Nonrecurring Basis

Assets that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair value. This includes the evaluation of long-lived assets. Where an indication of an impairment exists, the Company’s estimates of fair value of long-lived assets require the use of significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might impact the long-lived assets’ operations in the future and are therefore uncertain.

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows, based on prevailing market conditions, from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset is written down to fair value.

There wereno impairment charges for the three and six months ended June 30, 2026 and June 30, 2025.

16. SEGMENT REPORTING

The Company hasone reportable segment. The Datacenter Operations segment primarily derives revenue through datacenter hosting, cryptocurrency self-mining, and power and capacity sales. The Company’s chief operating decision maker is collectively the Chief Executive Officer and the President. They assess the performance of the segment and decide how to allocate resources based on segment gross profit and net income. The metrics are used to evaluate the investment in the expansion of new datacenters or other uses such as the continued deleveraging of the Company. Gross profit and net income are used to monitor budget versus actual results.

(a) Other cost of revenue primarily consists of labor and repairs and maintenance expenses

17. SUBSEQUENT EVENTS

On July 19, 2026, the Company entered into subscription agreements with MIG, Atlas Holdco, Conversant and the Other Investors (collectively, the “PIPE Investors”) in connection with the PIPE Transaction.

Pursuant to the subscription agreements, and subject to the satisfaction or waiver of the applicable closing conditions, the Company has agreed to issue and sell to the PIPE Investors an aggregate of 17,146,190 PIPE Shares at a purchase price of $1.71 per share, and to MIG (i) the MIG Convertible Note in the principal amount of $10.0 million, which is convertible into shares of the Company’s Class A common stock, and (ii) the MIG Warrant to purchase 1,754,386 shares of Class A common stock at an initial exercise price of $1.71 per share. Subject to the closing of the PIPE Transaction, the Company expects to receive aggregate gross proceeds of approximately $39.4 million, before deducting transaction-related expenses.

The MIG Convertible Note, if issued, will accrue interest at a rate of 10.0% per annum, payable in kind monthly and added to its accreted principal amount, and will mature on the third anniversary of its issuance. MIG will have the right, in its sole discretion, to convert all or any portion of the accreted principal amount of the MIG Convertible Note, including any accrued and unpaid PIK interest thereon, into shares of the Company’s Class A common stock at an initial conversion price of $2.1375 per share, subject to adjustment as provided therein. The conversion right may be exercised at any time after the later of (i) the issuance date of the MIG Convertible Note and (ii) the date on which the regulatory approvals from the Federal Energy Regulatory Commission and the New York State Public Service Commission (collectively, the “Regulatory Approvals”), including prior to, on or after the maturity date.

Subject to the closing of the PIPE Transaction, the Company intends to use the net proceeds primarily to redeem the remaining approximately $33.1 million in aggregate principal amount of its outstanding Senior Notes, with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of the Company’s operations located in Dresden, New York and Columbus, Mississippi. This disclosure does not constitute a notice of redemption with respect to the Senior Notes, and any redemption will be made only in accordance with the terms and conditions of the indenture and supplemental indenture governing the Senior Notes.

The closing of the PIPE Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the subscription agreements, including, among others, (i) approval for listing on Nasdaq, subject to official notice of issuance, of the PIPE Shares, the MIG Conversion Shares and the MIG Warrant Shares, (ii) the execution and delivery of certain ancillary agreements, including investor rights agreements with MIG and Atlas Holdco, (iii) with respect to the MIG subscription agreement, the delivery of a security agreement and other related security documents relating to collateral pledged to secure the MIG Convertible Note, including miners located at the Company’s facilities in Dresden, New York and Underwood, North Dakota, a deed of trust with respect to the Company’s powered land located in Columbus, Mississippi, a pledge of the equity interests in the entity that owns such land and subsidiary guaranties from the entities that own such collateral, and (iv) the receipt by the Company of aggregate gross proceeds pursuant to the subscription agreements of not less than $30.0 million.

On July 19, 2026, stockholders of the Company holding a majority of the voting power of the Company’s outstanding capital stock entitled to vote at a meeting of stockholders as of July 17, 2026, the record date, acting by written consent in lieu of a meeting, approved the issuance of the PIPE Securities for purposes of Nasdaq Listing Rule 5635(b). In accordance with Rule 14c-2 under the Exchange Act, the actions approved pursuant to such written consent will not become effective until at least 20 calendar days following the date on which the Schedule 14C Information Statement to be filed by the Company with the SEC is first sent or given to the Company’s stockholders.

As of the date these unaudited condensed consolidated financial statements were issued, the PIPE Transaction had not closed, the Company had not received any proceeds from the PIPE Transaction and none of the PIPE Securities had been issued. There can be no assurance that the PIPE Transaction will be completed on the anticipated terms or at all.

Name and Ticker Change

On July 20, 2026, in connection with the Company’s entry into the PIPE Transaction, the Company filed a Certificate of Amendment (the “Name Change Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its corporate name from Greenidge Generation Holdings Inc. to Vulcan Infrastructure and Power Inc. The Name Change Amendment became effective immediately upon filing. In addition, the Company’s Board of Directors approved Amendment No. 1 (the “Bylaw Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective upon the effectiveness of the Name Change Amendment. The Bylaw Amendment replaces all references in the Company’s Bylaws to “Greenidge Generation Holdings, Inc.” with “Vulcan Infrastructure and Power Inc.” to reflect the Company’s name change. The Company’s Class A common stock began trading on Nasdaq under the symbol “VIP” on July 24, 2026. The Senior Notes continue to be traded on Nasdaq under the symbol “GREEL.”

Equity Interest Payment

On July 6, 2026, the Company issued an aggregate of 114,199 shares of the Company’s Class A common stock to settle the interest payment obligation for the second quarter of 2026 in the amount of $0.2 million in connection with the Equity Interest Payment Agreement, a related party transaction approved by the Company’s Board of Directors.