Riot Platforms Q3 profit falls to $4M on $181M revenue
Riot's Corsicana lease sets block-based rent and targets phased delivery of 910 MW of critical IT load capacity.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Riot Platforms, Inc. reported third-quarter revenue of $181.4 million, versus $180.2 million a year earlier, and net income of $4.0 million, versus $104.5 million. For the nine months ended September 30, 2026, revenue was $522.9 million, compared with $494.6 million, while the company recorded a $733.6 million net loss versus $27.6 million of net income. Third-quarter Bitcoin Mining revenue was $116.0 million, versus $160.8 million; Data Center revenue was $18.4 million.
Riot sold bitcoin for proceeds of $1,483,958,000 during the nine months and held 2,418 bitcoin as of September 30, 2026. It repaid the $200.0 million credit facility in September. A Rockdale lease covers 191 MW of critical IT load capacity, with 96 MW anticipated in December 2027 and the remaining capacity anticipated in June 2028. A Corsicana lease with Anthropic PBC became effective November 4, 2026, for expected capacity of 910 MW, with delivery planned in three phases. A separate facility of up to $573.0 million supports equipment and other expenses for the Rockdale project; $20.8 million principal was outstanding under it as of September 30, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month revenue: $522.9 million, versus $494.6 million in 2025.
Negative
- Major pointNine-month earnings swung to a $733.6 million loss in 2026.
- Moderate pointThird-quarter Bitcoin Mining revenue: $116.0 million, versus $160.8 million in 2025.
Key Figures
Key Terms
critical IT load capacity technical
triple net lease financial
delayed-draw term loan facility financial
pass-through rates financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What additional capacity can AMD take at RIOT's Rockdale site?
What are the rent and cost terms of RIOT's Corsicana lease?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from: to:
Commission file number:
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| ||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
| | The | ||
(Title of each class) | (Trading Symbol(s)) | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company | |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 2, 2026, the registrant had
Table of Contents
RIOT PLATFORMS, INC.
Page | ||
PART I - FINANCIAL INFORMATION | ||
Item 1. | Financial Statements (Unaudited) | 1 |
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 1 | |
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 | 2 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025 | 3 | |
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025 | 4 | |
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 | 5 | |
Notes to Condensed Consolidated Financial Statements | 7 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 38 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 58 |
Item 4. | Controls and Procedures | 59 |
PART II - OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 60 |
Item 1A. | Risk Factors | 60 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 62 |
Item 5. | Other Information | 62 |
Item 6. | Exhibits | 64 |
Signatures | 66 | |
i
Table of Contents
RIOT PLATFORMS, INC.
As used in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (this “Quarterly Report”), the terms “we,” “us,” “our,” the “Company,” the “Registrant,” “Riot Platforms,” and “Riot” mean Riot Platforms, Inc., a Nevada corporation, and its consolidated subsidiaries, unless otherwise indicated.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”). The Company may also make forward-looking statements in other reports and documents filed with the United States Securities and Exchange Commission (the “SEC”), including those that are incorporated by reference herein. All statements in this Quarterly Report and the documents incorporated by reference herein, other than statements of historical fact, are “forward-looking statements” within the scope of this cautionary note, including, but not limited to, statements concerning: our plans, strategies, and objectives for future operations, including the Company’s strategic evolution from a bitcoin mining-focused enterprise to a diversified data center and digital infrastructure company; the integration of new equipment, systems, technologies, services, or developments; the development, construction, and commissioning of the Company’s power capacity for large-scale data center purposes, including artificial intelligence (“AI”) and high-performance computing (“HPC”) uses; the deployment of industrial-scale immersion-cooled bitcoin mining hardware at our Bitcoin Mining facilities in Texas and Kentucky; the anticipated demand for large-scale data centers and specialized compute infrastructure; forecasted delivery timelines for power, cooling, and networking infrastructure; future economic conditions, performance, or outlooks; future political and regulatory conditions; the outcome of contingencies; potential acquisitions or divestitures of digital infrastructure assets; the number and value of bitcoin rewards and transaction fees we earn from our Bitcoin Mining operations; future self-mining hash rate capacity; timing of receipt and deployment of miners; expected cash flows or capital expenditures related to data center build-outs; the anticipated timing of delivery of critical IT load capacity under our data center leases; our ability to obtain long-term financing for our data center development; the outcome of regulatory reviews of large-load interconnection in Texas; our beliefs or expectations; activities, events, or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based on any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” and similar words or expressions; however, forward-looking statements may be made without such terminology.
Such forward-looking statements reflect our management’s current opinions, expectations, beliefs, and assumptions regarding future events based on information available as of the date made. These statements are subject to risks and uncertainties, both identified and unidentified by management, which may prevent anticipated results from materializing or prove to be inaccurate. Such risk factors are described in greater detail under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), and under similar headings in subsequent filings we may make with the SEC. Management cannot predict all risks, their potential impact on our business, or the extent to which any factor, or combination of factors may cause our actual results to differ materially from any forward-looking statements we may make. You should not place undue reliance on these forward-looking statements, which represent management’s views only as of the date the statements are made and do not guarantee future performance or results. Should any risks or uncertainties develop into actual events, these developments could have a material adverse effect on our business, financial condition, results of operations, stockholders’ equity, cash flows, and the market price of our securities.
Accordingly, you should read this Quarterly Report and the other filings we make with the SEC, in their entirety, recognizing that our future results may differ materially from our historical results and from the results expressed in or implied by forward-looking statements. The forward-looking statements contained in this Quarterly Report and other reports and the documents incorporated by reference herein speak only as of the date they are made and, unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified by these cautionary statements and are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the PSLRA.
As used throughout this Quarterly Report, the term “Bitcoin” with a capital “B” is used to denote the Bitcoin protocol, which implements a highly available, public, permanent, and decentralized ledger. The term “bitcoin” with a lower case “b” is used to denote the coin, bitcoin.
ii
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Riot Platforms, Inc.
Condensed Consolidated Balance Sheets
(Unaudited; in thousands, except for share amounts)
September 30, 2026 | December 31, 2025 | |||||
ASSETS | | | | | ||
Current assets |
| |
| | ||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Accounts receivable, net |
| |
| | ||
Contract assets |
| |
| | ||
Prepaid expenses and other current assets |
| |
| | ||
Derivative assets, current portion | | | ||||
Total current assets |
| |
| | ||
Property and equipment, net |
| |
| | ||
Bitcoin | | | ||||
Restricted bitcoin | — | | ||||
Deposits |
| |
| | ||
Finite-lived intangible assets, net |
| |
| | ||
Derivative assets, less current portion | | | ||||
Right-of-use assets | | | ||||
Goodwill | | | ||||
Other long-term assets |
| |
| | ||
Total assets | $ | | $ | | ||
| |
| | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
| |
| | ||
Current liabilities |
| |
| | ||
Accounts payable | $ | | $ | | ||
Contract liabilities |
| |
| | ||
Accrued expenses and other current liabilities | | | ||||
Contingent consideration liabilities, current portion |
| |
| | ||
Current portion of debt | | | ||||
Operating lease liability, current portion |
| |
| | ||
Total current liabilities |
| |
| | ||
| |
| | |||
Operating lease liability, less current portion |
| |
| | ||
Contingent consideration liabilities, less current portion |
| — |
| | ||
Debt, less current portion | | | ||||
Other long-term liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
| |
| | |||
Commitments and contingencies - Note 16 |
| |
| | ||
| |
| | |||
Stockholders’ equity |
| |
| | ||
Preferred stock, |
| |
| | ||
|
| |||||
|
| |||||
Common stock, |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Total stockholders’ equity |
| |
| | ||
Total liabilities and stockholders’ equity | $ | | $ | | ||
See accompanying Notes to Condensed Consolidated Financial Statements.
1
Table of Contents
Riot Platforms, Inc.
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except for share and per share amounts)
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Revenue: | | | | | ||||||||
Bitcoin Mining | $ | | $ | | $ | | $ | | ||||
Data Center | | — | | — | ||||||||
Engineering |
| |
| |
| |
| | ||||
Other |
| — |
| |
| — |
| | ||||
Total revenue |
| |
| |
| |
| | ||||
| |
| |
| |
| | |||||
Costs and expenses: |
|
|
| | ||||||||
Cost of revenue (excludes depreciation and amortization presented below): | ||||||||||||
Bitcoin Mining |
| |
| |
| |
| | ||||
Data Center | | — | | — | ||||||||
Engineering |
| |
| |
| |
| | ||||
Other |
| — |
| — |
| — |
| | ||||
Acquisition-related costs |
| — |
| — |
| — |
| | ||||
Selling, general, and administrative |
| |
| |
| |
| | ||||
Depreciation and amortization |
| |
| |
| |
| | ||||
Change in fair value of bitcoin | ( | ( | | ( | ||||||||
Change in fair value of derivatives |
| |
| ( |
| |
| ( | ||||
Power curtailment credits | ( | ( | ( | ( | ||||||||
Change in fair value of contingent consideration |
| — |
| |
| — |
| ( | ||||
Loss on contract settlement | — | — | — | | ||||||||
Gain on acquisition post-close dispute settlement | — | — | — | ( | ||||||||
Loss (gain) on sale/exchange of equipment | ( | ( | ( | ( | ||||||||
Casualty-related charges (recoveries), net | — | ( | | ( | ||||||||
Impairment of property and equipment | | | | | ||||||||
Total costs and expenses |
| |
| |
| |
| | ||||
Operating income (loss) |
| |
| |
| ( |
| | ||||
| |
| |
| |
| | |||||
Other income (expense): |
| |
| |
| |
| | ||||
Interest income | | | | | ||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Gain (loss) on equity method investment - marketable securities | — | | — | ( | ||||||||
Other income (expense) | | | | | ||||||||
Total other income (expense) |
| |
| |
| |
| ( | ||||
| |
| |
| |
| | |||||
Net income (loss) before taxes |
| |
| |
| ( |
| | ||||
| |
| |
| |
| | |||||
Current income tax benefit (expense) |
| ( |
| ( |
| ( |
| ( | ||||
| |
| |
| |
| | |||||
Net income (loss) | $ | | $ | | $ | ( | $ | | ||||
Basic net income (loss) per share | $ | | $ | | $ | ( | $ | | ||||
Diluted net income (loss) per share | $ | | $ | | $ | ( | $ | | ||||
Basic weighted average number of shares outstanding | | | | | ||||||||
Diluted weighted average number of shares outstanding |
| | | | | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
2
Table of Contents
Riot Platforms, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited; in thousands)
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||
Net income (loss) | $ | | $ | | $ | ( | $ | | ||||
Other comprehensive income (loss): | ||||||||||||
Unrealized holding gains (losses) on convertible note | — | | — | ( | ||||||||
Comprehensive income (loss) | $ | | $ | | $ | ( | $ | | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Table of Contents
Riot Platforms, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited; in thousands, except for share amounts)
Three Months Ended September 30, 2026
| | | | Total | |||||||
Common Stock | Accumulated | stockholders' | |||||||||
Shares | Amount | deficit | equity | ||||||||
Balance as of July 1, 2026 |
| | $ | | $ | ( | $ | | |||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding |
| ( |
| ( |
| — |
| ( | |||
Stock-based compensation |
| — |
| |
| — |
| | |||
Net income (loss) |
| — |
| — |
| |
| | |||
Balance as of September 30, 2026 |
| | $ | | $ | ( | $ | | |||
Three Months Ended September 30, 2025
| | | | Accumulated other | | Total | ||||||||
Common Stock | Accumulated | comprehensive | stockholders’ | |||||||||||
Shares | Amount | deficit | income (loss) | equity | ||||||||||
Balance as of July 1, 2025 |
| | $ | | $ | ( | $ | | $ | | ||||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding |
| |
| ( |
| — | — |
| ( | |||||
Issuance of common stock/At-the-market offering, net of offering costs |
| |
| |
| — | — |
| | |||||
Stock-based compensation |
| — |
| |
| — | — |
| | |||||
Net income (loss) |
| — |
| — |
| | — |
| | |||||
Other comprehensive income (loss) | — | — | — | | | |||||||||
Balance as of September 30, 2025 |
| | $ | | $ | ( | $ | | $ | | ||||
Nine Months Ended September 30, 2026
| | | | | Total | ||||||
Common Stock | Accumulated | stockholders' | |||||||||
Shares | Amount | deficit | equity | ||||||||
Balance as of January 1, 2026 | | $ | | $ | ( | $ | | ||||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding |
| |
| ( |
| — |
| ( | |||
Issuance of common stock/At-the-market offering, net of offering costs |
| — |
| ( |
| — |
| ( | |||
Stock-based compensation |
| — |
| |
| — |
| | |||
Net income (loss) |
| — |
| — |
| ( |
| ( | |||
Balance as of September 30, 2026 |
| | $ | | $ | ( | $ | | |||
Nine Months Ended September 30, 2025
Accumulated other | Total | |||||||||||||
Common Stock | Accumulated | comprehensive | stockholders' | |||||||||||
Shares | Amount | deficit | income (loss) | equity | ||||||||||
Balance as of January 1, 2025 |
| | $ | | $ | ( | $ | | $ | | ||||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding |
| |
| ( |
| — | — |
| ( | |||||
Issuance of common stock/At-the-market offering, net of offering costs |
| |
| |
| — | — |
| | |||||
Stock-based compensation | — | | — | — | | |||||||||
Issuance of common stock for asset acquisition | | | — | — | | |||||||||
Net income (loss) | — | — | | — | | |||||||||
Other comprehensive income (loss) |
| — |
| — |
| — | ( |
| ( | |||||
Balance as of September 30, 2025 |
| | $ | | $ | ( | $ | | $ | | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Table of Contents
Riot Platforms, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Nine Months Ended | ||||||
September 30, | ||||||
2026 | | 2025 | ||||
Operating activities | | | | |||
Net income (loss) | $ | ( | $ | | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
| |
| | ||
Stock-based compensation |
| |
| | ||
Depreciation and amortization |
| |
| | ||
Amortization of license fee revenue |
| — |
| ( | ||
Noncash lease expense |
| |
| | ||
Amortization of debt issuance costs | | | ||||
Change in fair value of bitcoin | | ( | ||||
Change in fair value of derivatives |
| |
| ( | ||
Change in fair value of contingent consideration |
| — |
| ( | ||
Loss on contract settlement | — | | ||||
Gain on acquisition post-close dispute settlement | — | ( | ||||
Impairment of property and equipment | | | ||||
(Gain) loss on equity method investment - marketable securities | — | | ||||
Loss (gain) on sale of equipment |
| ( |
| ( | ||
Revenue recognized from bitcoin mined | ( | ( | ||||
Changes in assets and liabilities: |
| |
| | ||
(Increase)/decrease in operating assets | ( | ( | ||||
Increase/(decrease) in operating liabilities | ( | ( | ||||
Net cash provided by (used in) operating activities |
| ( |
| ( | ||
|
| | ||||
Investing activities |
| |
| | ||
Acquisition of assets from Rhodium | — | ( | ||||
Acquisition of land | — | ( | ||||
Deposits on equipment |
| ( |
| ( | ||
Proceeds from sale of bitcoin | | | ||||
Security deposits | ( | | ||||
Proceeds from the sale of equity method investment - marketable securities | — | | ||||
Purchases of property and equipment, including construction in progress |
| ( |
| ( | ||
Purchases of right-of-use assets | — | ( | ||||
Casualty-related recoveries (charges) | ( | | ||||
Net cash provided by (used in) investing activities |
| |
| | ||
| |
| | |||
Financing activities |
| |
| | ||
Proceeds from the issuance of common stock / At-the-market offering |
| — |
| | ||
Offering costs for the issuance of common stock / At-the-market offering |
| ( |
| ( | ||
Payment of contingent consideration | ( | — | ||||
Proceeds from revolving credit facilities | — | | ||||
Repayments of revolving credit facilities | — | ( | ||||
Proceeds from credit facilities | | | ||||
Repayments of credit facilities | ( | — | ||||
Debt issuance costs | ( | ( | ||||
Repurchase of common shares to pay employee withholding taxes |
| ( |
| ( | ||
Net cash provided by (used in) financing activities |
| ( |
| | ||
| |
| | |||
Net increase (decrease) in cash and cash equivalents and restricted cash |
| |
| | ||
Cash and cash equivalents and restricted cash at beginning of period |
| |
| | ||
Cash and cash equivalents and restricted cash at end of period | $ | | $ | | ||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
Riot Platforms, Inc.
Condensed Consolidated Statements of Cash Flows – Continued
(Unaudited; in thousands)
Nine Months Ended September 30, | ||||||
2026 | | 2025 | ||||
Supplemental information: |
| |
| | ||
Cash paid for interest, net of amounts capitalized | $ | | $ | | ||
Cash paid for taxes | $ | | $ | | ||
Non-cash transactions |
| |
| | ||
Reclassification of deposits to property and equipment | $ | | $ | | ||
Construction in progress included in accrued expenses and other current liabilities | $ | | $ | | ||
Bitcoin exchanged for employee compensation | $ | | $ | | ||
Right-of-use assets exchanged for new operating lease liabilities | $ | | $ | | ||
The following reconciles cash, cash equivalents, and restricted cash to the amounts presented above: | ||||||
Cash, cash equivalents, and restricted cash, beginning of the period: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Total cash, cash equivalents, and restricted cash as presented above | $ | | $ | | ||
Cash, cash equivalents, and restricted cash, end of the period: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Total cash, cash equivalents, and restricted cash as presented above | $ | | $ | | ||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Organization and Description of Business
Riot Platforms, Inc. is a vertically integrated digital infrastructure company principally engaged in developing and optimizing its large-scale power assets. The Company’s business strategy centers on enhancing its electrical infrastructure and deploying it across complementary platforms: (i) bitcoin mining and (ii) scalable data center solutions designed to support non-mining workloads. By leveraging its energy portfolio, engineering capabilities, and operational footprint, the Company aims to capitalize on the accelerating demand for power-intensive compute, supported by capital raised through bitcoin production and sales.
The Company owns and manages multiple large-scale data center facilities in Texas and Kentucky. The Company provides mission-critical power and infrastructure for Bitcoin Mining at its facilities in Rockdale, Texas (the “Rockdale Facility”), Navarro County, Texas (the “Corsicana Facility”), and its
On October 28, 2026, Riot Corsicana, LLC (“Riot Corsicana”), a wholly owned subsidiary of the Company, entered into a long-term powered land lease agreement (the “Corsicana Lease”) with Anthropic PBC (the “Frontier AI Lab”) to provide critical IT load capacity at the Company’s Corsicana Facility. The Corsicana Lease became effective on November 4, 2026. See Note 3. Data Center Operations.
In 2025, the Company began leveraging its core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to develop and monetize portions of its existing facilities and power pipeline through the provision of data center leasing services. During the nine months ended September 30, 2026, the Company entered into long-term data center lease agreements at the Rockdale Facility with Advanced Micro Devices, Inc. (“AMD”) for the deployment of
As described in Note 18. Segment Information, the Company operates in
Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Basis of presentation and principles of consolidation
The accompanying unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) and these notes (“Notes”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation of such interim results. Unless otherwise indicated, amounts are stated in thousands of U.S. dollars, except for: share, per share, megawatt hours (“MWh”), MW, GW, and miner quantities; bitcoin quantities, prices, and hash rate; cost to mine one bitcoin; and production value of one bitcoin mined.
The results in the Condensed Consolidated Financial Statements and these Notes include required estimates and assumptions of management, and they are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any future interim period. Further, the Condensed Consolidated Financial Statements and these Notes do not include all the information and notes required by GAAP for a complete presentation of annual financial statements. As such, the Condensed Consolidated Financial Statements and these Notes should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, and notes thereto included in the 2025 Annual Report.
7
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the balance sheets, and the reported amounts of revenue and expenses during the reporting periods. Actual results may differ materially from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include revenue recognition; valuation of the derivatives classified under Level 3 on the fair value hierarchy; determination of the useful lives and recoverability of long-lived assets; impairment analysis of fixed assets and finite-lived intangibles; impairment analysis of goodwill; allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions; stock-based compensation; and the valuation allowance associated with the Company’s deferred tax assets.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.
Significant Accounting Policies
Except for the updates noted below, see the Company’s 2025 Annual Report for a detailed discussion of the Company’s significant accounting policies.
Revenue Recognition
Data Center Revenue
The Company generates revenue from its Data Center operations by leasing certain of its property and power access to tenants. Those leases include lease and non-lease components. The Company elected the practical expedient under ASC Topic 842, Leases (“ASC 842”) to combine lease components and non-lease components, including provisioning of power and service agreements, with the same transfer pattern as lease components. If the lease components are predominant and the underlying leases qualify as operating leases, the combined component is accounted for under ASC 842 as lease revenue. Recognition begins when the asset is available for customer use. The Company classifies its leases as operating, sales-type, or direct financing at lease commencement, which determines the pattern of revenue recognition and the presentation of lease-related activity in the Condensed Consolidated Statements of Operations over the lease term.
The Company provides tenant fit-out services, including the procurement and installation of equipment, in accordance with the terms of the respective lease agreements. Tenants are required to reimburse the Company for all costs incurred in the provision of these services. Tenant fit-out services do not have the same transfer pattern as the lease components and are therefore subject to recognition under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Tenant fit-out reimbursement revenue is recognized using the percentage-of-completion method, calculated by dividing the total costs incurred by total costs expected to be incurred, which the Company believes to be the most accurate measure of progress toward the satisfaction of the performance obligation.
Contract Balances
The timing of revenue recognition, billings, and cash collections results in accounts receivable, contract assets, and contract liabilities. A receivable is recorded at the invoice amount, net of an allowance for credit losses, in the period in which products or services are provided and when the right to consideration is unconditional. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts do not include a significant financing component. The Company assesses collectability based on several factors, including its past transaction history with the customer and the creditworthiness of the customer.
Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense.
8
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
A contract asset exists when products or services have been transferred to customers but payment is conditioned on reasons other than the passage of time, such as upon the satisfaction of additional performance obligations. Revenue is recognized over the contract term, which could potentially give rise to contract assets during certain periods.
A contract liability is recognized when the Company has an unconditional right to a payment before it transfers the products or services to customers.
Change in Reportable Segments
As of December 31, 2025, the Company operated in
During the first quarter of 2026, the Company’s execution of a significant data center lease with AMD resulted in material Data Center revenue and the commencement of discrete financial performance analysis by the chief operating decision maker (“CODM”). Accordingly, the Company’s data center operations now meet the quantitative and qualitative requirements to be recognized as a separate reportable segment.
Prior to 2024, the Company had a legacy Data Center Hosting bitcoin mining segment as a separate operating and reportable segment but has since terminated all contracts with its legacy Data Center Hosting bitcoin mining customers. Beginning in the three months ended March 31, 2024, the CODM ceased analyzing the performance of the Data Center Hosting operations and the Company ceased reporting Data Center Hosting as a separate reportable business segment. Residual activity of the legacy Data Center Hosting bitcoin mining segment is included in Revenue: Other revenue on the Condensed Consolidated Statements of Operations. The Company has no plans to offer data center hosting bitcoin mining services to new customers. The Company’s new Data Center operating segment is not a recommencing of the legacy Data Center Hosting bitcoin mining operations because the new Data Center operating segment offers different services and has different processes, customer types, and economic characteristics from the legacy Data Center Hosting bitcoin mining segment.
See Note 18. Segment Information for further discussion of the Company’s reportable segments.
Recently Issued Accounting Pronouncements
The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of such change to its Condensed Consolidated Financial Statements and to ensure that there are proper controls in place so the Company’s Condensed Consolidated Financial Statements properly reflect the change.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the annual and interim financial statements, disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the updated guidance on the Company’s Condensed Consolidated Financial Statements and related disclosures.
Note 3. Data Center Operations
In 2025, the Company began leveraging its core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to develop and monetize portions of its existing facilities and power pipeline through the provision of data center leasing services.
AMD Lease
In January 2026, the Company entered into a long-term data center lease agreement with AMD, a leading innovator in high-performance computing, graphics, and visualization technologies, at the Rockdale Facility. The AMD Lease included an initial deployment of
9
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
delivered in January 2026 and the remaining
In April 2026, the Company entered into an amendment to the AMD Lease (the “AMD Lease Amendment”), in which AMD exercised a portion of the existing expansion option in the AMD Lease to provide an additional deployment of
Under the AMD Lease (as amended by the AMD Lease Amendment, the “Amended AMD Lease”), power is provided to AMD at pass-through rates and recognized as variable lease revenue in the same period the related expenses are incurred.
The Company is also required to provide tenant fit-out services to AMD. Tenant fit-out services include the procurement and installation of customer-specific equipment provided in accordance with the terms of the Amended AMD Lease. All associated costs incurred by the Company plus a margin will be reimbursable and paid by AMD.
Rockdale Lease
In August 2026, the Company entered into the Rockdale Lease to provide
The Rockdale Lease carries an initial term of
Under the Rockdale Lease, power will be provided to the Frontier AI Lab at pass-through rates and recognized as variable lease revenue in the same period the related expenses are incurred.
In connection with the Rockdale Lease, the Company entered into a senior secured delayed-draw term loan facility in an aggregate principal amount of up to $
Summary Data Center Operations Information
The following table presents the components of the Company’s Data Center revenue:
Three Months Ended | Nine Months Ended | |||||
September 30, | September 30, | |||||
| 2026 |
| 2026 | |||
Operating lease revenue | $ | | $ | | ||
Variable lease revenue, including power reimbursement | | | ||||
Tenant fit-out reimbursement revenue | | | ||||
Total Data Center revenue | $ | | $ | | ||
10
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents the Company’s future minimum operating lease payments to be received as of September 30, 2026. The table includes only base rent for commenced leases and excludes any amounts related to signed but not yet commenced leases, reimbursements, and variable lease components:
Remainder of 2026 | $ | | |
2027 |
| | |
2028 | | ||
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total undiscounted lease payments | $ | |
Subsequent Data Center Lease
On October 28, 2026, Riot Corsicana entered into the Corsicana Lease with the Frontier AI Lab. The Corsicana Lease became effective and binding on November 4, 2026, upon satisfaction of its conditions to effectiveness, which consisted of approval by the Company’s Board of Directors and approval of the technical specifications for the premises by Riot Corsicana’s third-party consultants.
Under the Corsicana Lease, Riot Corsicana will lease land, powered pads and related infrastructure at the Company’s Corsicana Facility to the Frontier AI Lab for the development and operation of a data center. The premises are expected to provide
| ● | Phase 1, consisting of Blocks 1 through 16 and a total of |
| ● | Phase 2, consisting of Blocks 17 through 24 and a total of |
| ● | Phase 3, consisting of Blocks 25 through 40 and a total of |
The initial term commences on the commencement date of the first block and expires on the last day of the calendar month in which the 15th anniversary of the commencement date of Phase 3 occurs, and the Frontier AI Lab has
The Corsicana Lease is a triple net lease, and the Frontier AI Lab will also bear taxes, insurance, site expenses and the cost of electricity consumed at the premises. Riot Corsicana is responsible, at its own cost, for constructing and delivering the power and site infrastructure and for operating and maintaining the power infrastructure during the term. Riot Corsicana will also reimburse the Frontier AI Lab for certain costs of the data center modules of up to $
Note 4. Revenue from Contracts with Customers
Disaggregated revenue
Revenue disaggregated by reportable segment is presented in Note 18. Segment Information.
11
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Contract assets
Contract assets are recognized as a result of incurring costs in excess of amounts billed on uncompleted Engineering contracts. As of September 30, 2026 and December 31, 2025, contract assets were $
Contract liabilities
Contract liabilities are recognized as a result of amounts billed exceeding costs incurred on uncompleted Engineering contracts and uncompleted amounts related to Data Center tenant fit-out services. As of September 30, 2026, contract liabilities of $
For the three months ended September 30, 2026 and 2025, the beginning balance of contract liabilities recognized as revenue was $
For the three months ended September 30, 2026 and 2025, revenue recognized as a result of satisfying performance obligations in previous periods was $ (
Remaining performance obligation
The following table presents the estimated future recognition of the Company’s remaining performance obligations, which represent the transaction price of current contracts for work to be performed.
Remainder of | ||||||||||||
2026 | | 2027 | | 2028 | Total | |||||||
Data Center |
| $ | |
| $ | — |
| $ | — | $ | | |
Engineering |
| $ | |
| $ | |
| $ | | $ | | |
12
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 5. Bitcoin
The following table presents information about the Company’s bitcoin:
| | Quantity | | Amounts | ||
Balance as of January 1, 2026 | | $ | | |||
Revenue recognized from bitcoin mined | | | ||||
Change in bitcoin receivable | ( | ( | ||||
Proceeds from sale of bitcoin | ( | ( | ||||
Exchange of bitcoin for employee compensation | ( | ( | ||||
Change in fair value of bitcoin | — | ( | ||||
Balance as of September 30, 2026 | | $ | | |||
Carrying value of bitcoin as of September 30, 2026 (a) | $ | | ||||
Realized losses on the sale or exchange of bitcoin for the three months ended September 30, 2026 (b) | $ | ( | ||||
Realized losses on the sale or exchange of bitcoin for the nine months ended September 30, 2026 (b) | $ | ( | ||||
Revenue recognized from bitcoin mined for the three months ended September 30, 2026 | $ | | ||||
Change in fair value of bitcoin for the three months ended September 30, 2026 | $ | | ||||
Balance as of January 1, 2025 | | $ | | |||
Revenue recognized from bitcoin mined | | | ||||
Change in bitcoin receivable | | ( | ||||
Proceeds from sale of bitcoin | ( | ( | ||||
Exchange of bitcoin for employee compensation | ( | ( | ||||
Change in fair value of bitcoin | — | | ||||
Balance as of September 30, 2025 | | $ | | |||
The following reconciles Bitcoin and Restricted bitcoin as of September 30, 2025 to the amounts above: | ||||||
Bitcoin | | $ | | |||
Restricted bitcoin (c) | | $ | | |||
Total | | $ | | |||
Carrying value of bitcoin as of September 30, 2025 (a) | $ | | ||||
Realized gains on the sale or exchange of bitcoin for the three months ended September 30, 2025 (b) | $ | | ||||
Realized gains on the sale or exchange of bitcoin for the nine months ended September 30, 2025 (b) | $ | | ||||
Revenue recognized from bitcoin mined for the three months ended September 30, 2025 | $ | | ||||
Change in fair value of bitcoin for the three months ended September 30, 2025 | $ | | ||||
| (a) | The carrying value of bitcoin is equal to the initial value of bitcoin as determined for revenue recognition purposes. |
| (b) | Bitcoin is sold on a first-in, first-out (FIFO) basis. Realized gains (losses) recognized on sales of bitcoin and exchanges of bitcoin for employee compensation are included in Change in fair value of bitcoin on the Condensed Consolidated Statements of Operations. |
| (c) | Restricted bitcoin was the Company’s bitcoin pledged as collateral for the Company’s $ |
All additions of bitcoin during the periods presented were generated by the Company’s Bitcoin Mining operations. All dispositions of bitcoin were the result of sales on the open market and exchanges of bitcoin as compensation for certain employees.
13
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 6. Property and Equipment
The following table presents the Company’s property and equipment:
| September 30, | December 31, | ||||
| 2026 | | 2025 | |||
Buildings and building improvements | $ | | $ | | ||
Land rights and land improvements |
| |
| | ||
Miners and mining equipment | |
| | |||
Machinery and facility equipment | | | ||||
Office and computer equipment |
| |
| | ||
Construction in progress |
| |
| | ||
Total cost of property and equipment |
| |
| | ||
Less accumulated depreciation |
| ( |
| ( | ||
Property and equipment, net | $ | | $ | | ||
The Company incurred impairment charges of $
During the three months ended September 30, 2025, the Company recognized an impairment of $
For the three months ended September 30, 2026 and 2025, depreciation expense related to property and equipment totaled $
Miners and mining equipment
As of September 30, 2026, the Company had deployed miners in its Bitcoin Mining operations at each of the Facilities.
During the year ended December 31, 2023, the Company entered into a long-term master purchase and sales agreement, dated as of June 23, 2023, as amended (the “Master Agreement”), to acquire miners from MicroBT Electronics Technology Co., Ltd., through its manufacturing affiliate, SuperAcme Technology (Hong Kong) Limited (collectively, “MicroBT”). Between 2023 and 2026, the Company executed purchase orders with MicroBT to acquire U.S.-manufactured miners with a total hash rate of
14
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 7. Intangible Assets
Finite-lived intangible assets
The following table presents the Company’s finite-lived intangible assets as of September 30, 2026:
| Weighted- | ||||||||||
Gross | Accumulated | Net book | average life | ||||||||
| book value | | amortization | | value | | (years) | ||||
Customer contracts | $ | | $ | ( | $ | |
| ||||
Trademark |
| |
| ( |
| |
| ||||
UL Listings |
| |
| ( |
| |
| ||||
Patent licenses | | ( | — | Various | |||||||
Finite-lived intangible assets | $ | | $ | ( | $ | | |||||
The following table presents the Company’s finite-lived intangible assets as of December 31, 2025:
| Weighted- | ||||||||||
Gross | | Accumulated | | Net book | average life | ||||||
| book value | | amortization | | value | | (years) | ||||
Customer contracts | $ | | $ | ( | $ | |
| ||||
Trademark |
| |
| ( |
| |
| ||||
UL Listings |
| |
| ( |
| |
| ||||
Patent licenses | | ( | — | Various | |||||||
Finite-lived intangible assets | $ | | $ | ( | $ | | |||||
For the three months ended September 30, 2026 and 2025, amortization expense related to finite-lived intangible assets was $
During the three months ended September 30, 2026, the Company determined that certain of its fully amortized patent licenses were no longer being utilized by the Company and the related value was removed from the amounts herein as of September 30, 2026.
The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of September 30, 2026:
Remainder of 2026 | $ | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total | $ | |
The Company did not identify any impairment of its finite-lived intangible assets during the three and nine months ended September 30, 2026 and 2025.
15
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 8. Power Supply Agreements
Rockdale Facility
Power Purchase Agreement
In May 2020, Whinstone US, Inc. (“Whinstone”), the Company’s subsidiary, entered into a long-term power purchase agreement (the “Rockdale PPA”) to provide power at fixed prices to the Rockdale Facility, via the nearby Sandow Switch. Under the Rockdale PPA, the Company has contracted for a total of
Under the Rockdale PPA, the Company may elect not to use its contracted power for operations and instead elect to sell that power in exchange for credits against future power costs when doing so is economically beneficial to the Company, depending on the spot market price of electricity. The Company’s power strategy combines participation in Demand Response Service Programs, as defined below, participation in Electric Reliability Council of Texas, Inc.’s (“ERCOT”) Four Coincident Peak program (the “4CP Program”), and sales of power, to attempt to manage operating costs most efficiently.
For the three months ended September 30, 2026 and 2025, the Company earned credits against future power costs in exchange for power resold of approximately $
The Company determined the Rockdale PPA meets the definition of a derivative because it allows for net settlement. However, because the Company has the ability to offer the power back for sale outside of the Rockdale PPA, rather than taking physical delivery, the Company determined that physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the Rockdale PPA. Accordingly, the Rockdale PPA (a non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value, with the change in the fair value recorded in Change in fair value of derivatives on the Condensed Consolidated Statements of Operations. The Rockdale PPA is not designated as a hedging instrument. The Demand Response Service Programs (as defined below), and the 4CP Program are not part of the Rockdale PPA and are therefore not subject to treatment and valuation as a derivative along with the Rockdale PPA.
The terms of the Rockdale PPA require margin-based collateral, calculated as exposure resulting from fluctuations in the market rate of electricity relative to the fixed price stated in the contract. As of September 30, 2026, the margin-based collateral requirement was
While the Company manages operating costs at the Rockdale Facility in part by periodically selling back unused or uneconomic power, the Company does not consider such actions to be trading activities.
Demand Response Service Programs
ERCOT offers demand response service programs for customers, including the Company, that can reduce or modify electricity consumption in response to ERCOT instructions or signals (“Demand Response Service Programs”). These Demand Response Service Programs provide the ERCOT market with valuable grid stability and economic services by helping to preserve system reliability, enhancing competition and load predictability, mitigating price spikes, and stabilizing the grid by encouraging the demand side of the market to give more visibility and control of their power consumption to grid operators. Market participants with flexible electrical loads, such as the Company, may participate in these Demand Response Service Programs directly by offering their electrical loads into the ERCOT markets, or indirectly by voluntarily reducing their energy usage in response to increasing power demand in the ERCOT marketplace. The Demand Response Service Programs operate concurrently with the Rockdale PPA.
Under these Demand Response Service Programs, the Company may participate in various ancillary services by designating a portion of its available electrical load for forward market bidding. Participation in the Demand Response Service Programs is compensated based on hourly power rates and the volume of load bid into each program. Through ancillary services, the Company competitively
16
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
bids among other market participants to sell ERCOT the ability to control the Company’s electrical load on demand. This requires the Company to remain powered on during the times in which its power is bid into ancillary services, allowing ERCOT the ability to direct the Company to power down the amount of power bid into the program. The Company receives compensation for its participation in ancillary services whether or not the Company is actually called to power down.
The Company also participates in the 4CP Program, which refers to the highest-load settlement intervals in each of the four summer months (June, July, August, and September), when demand on the ERCOT grid is typically at its highest. The 4CP Program participants may voluntarily power down operations during these times and in doing so, reduce the electrical load demand on the ERCOT grid. Participants that reduce their load during these peak periods receive credits toward transmission costs on future power bills, reducing overall power costs for the subsequent year. The 4CP Program has an indefinite duration.
Corsicana Facility
During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, entered into an agreement with ICE Futures U.S., Inc., a subsidiary of Intercontinental Exchange, Inc., to access the exchange for the execution of electricity futures contracts. The Company intends to enter into electricity futures contracts up to the amount of power used at the Corsicana Facility. These financial instruments meet the definition of derivatives, but are not designated as hedging instruments, and will be recognized at fair value, with any gains or losses recognized in Net income (loss) on the Condensed Consolidated Statements of Operations.
The Company enters into electricity futures contracts to manage electricity price risks and reduce the variability of cash flows associated with purchases of electricity used for the Company’s Bitcoin Mining operations at its Corsicana Facility.
As of September 30, 2026, the Company held outstanding electricity futures contracts for
The following table presents the realized and unrealized gains and losses recognized by the Company on its electricity futures, which are recognized in Other income (expense) on the Condensed Consolidated Statements of Operations:
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
| 2026 |
| 2025 |
| 2026 |
| 2025 | |||||||
Realized gain (loss) | $ | ( | $ | ( | $ | | $ | ( | ||||||
Unrealized gain (loss) | $ | ( | $ | - | $ | ( | $ | ( | ||||||
During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, entered into a requirements contract with MEMS Industrial Supply (“MEMSIS”) under which it will purchase retail power to meet the consumption requirements of the Corsicana Facility. Electric power will be invoiced by MEMSIS based on the market price for electric power at the ERCOT North Load Zone, plus a retail adder corresponding to the peak consumption threshold of the Corsicana Facility, and pass-through charges (including ancillary charges, taxes, congestion, and line loss), based on the actual variable consumption of the Corsicana Facility. The contract, dated November 12, 2024, has a three-year term ending November 25, 2027. Although this contract does not require the supply of power at a fixed price, it allows the parties to enter into fixed-price contracts.
Under the requirements contract with MEMSIS, during the year ended December 31, 2024, the Company and MEMSIS entered into a power purchase agreement (the “Corsicana PPA”), a three-year contract (January 1, 2025 through December 31, 2027, but excluding July and August contracts during the period) for a fixed quantity of
The Company determined the Corsicana PPA meets the definition of a derivative and, accordingly, the Corsicana PPA (a non-hedging derivative contract) is recorded at its estimated fair value each reporting period on the Condensed Consolidated Balance Sheets with the change in the fair value recorded in Change in fair value of derivatives on the Condensed Consolidated Statements of Operations. The Corsicana PPA is not designated as a hedging instrument.
Kentucky Facility
In April 2021, the Company’s subsidiary, Block Mining, Inc. (“Block Mining”), entered into a long-term power purchase agreement, and subsequent amendments to the long-term power purchase agreement (collectively, the “Kentucky PPA”), to provide power to
17
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
one of its locations in Kentucky. Pursuant to the Kentucky PPA, the Company has the ability, but not the obligation, to acquire up to a total of
Under the Kentucky PPA, the Company may elect not to use its long-term, fixed-price power for its operations, and instead elect to sell that power back into the Midcontinent Independent System Operator, Inc. (“MISO”) grid in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity. The Company’s power strategy combines participation in Demand Response Service Programs and sales of power, to attempt to manage operating costs efficiently.
Derivative Valuations
The Company’s contracts accounted for as derivatives include the Rockdale PPA and Corsicana PPA.
The following table presents the unobservable inputs used in the valuation of the Company’s derivatives:
Valuation Date | Significant Unobservable Input | Range | Average | |||||||||
September 30, 2026 | Forward prices (per MWh) | $ | - | $ | $ | |||||||
December 31, 2025 | Forward prices (per MWh) | $ | - | $ | $ | |||||||
Rockdale PPA
For all periods presented, the fair value of the Rockdale PPA was in an asset position and included in Derivative assets on the Condensed Consolidated Balance Sheets.
The following table presents the changes in the estimated fair value of the Rockdale PPA:
Derivative asset balance as of January 1, 2025 | $ | | |
Change in fair value: |
| ||
Change due to future price curve | | ||
Change due to passage of time and settlements | ( | ||
Total change in fair value | | ||
Derivative asset balance as of September 30, 2025 | $ | | |
Derivative asset balance as of January 1, 2026 | $ | | |
Change in fair value: |
| ||
Change due to future price curve | ( | ||
Change due to passage of time and settlements | ( | ||
Total change in fair value | ( | ||
Derivative asset balance as of September 30, 2026 | $ | |
Corsicana PPA
As of September 30, 2026, the fair value of the Corsicana PPA was in a liability position of $
18
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents the changes in the estimated fair value of the Corsicana PPA:
Derivative asset balance as of January 1, 2025 | $ | | |
Change in fair value: |
| ||
Change due to future price curve | | ||
Change due to passage of time and settlements | | ||
Total change in fair value | | ||
Derivative asset balance as of September 30, 2025 | $ | | |
Derivative asset balance as of January 1, 2026 | $ | | |
Change in fair value: |
| ||
Change due to future price curve | ( | ||
Change due to passage of time and settlements | | ||
Total change in fair value | ( | ||
Derivative liability balance as of September 30, 2026 | $ | ( |
The estimated fair values of the Rockdale PPA and Corsicana PPA are classified under Level 3 of the fair value hierarchy due to the significant unobservable inputs used in the valuation. These inputs include the fixed price of each block for the
The discount rate reflects the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes, and other similar data obtained from quoted market prices or independent pricing vendors, risk-free rate of return, which is determined from United States Treasury Bond yields, estimated cost of debt, which includes a Moody’s rating, and an equity risk premium based on market data provided by a global cost of capital service provider. The discount rate includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to the Company’s credit risk.
Note 9. Deposits
The following table presents the activity of the Company’s deposits paid:
Deposits on equipment: | |||
Balance as of January 1, 2026 | $ | | |
Additions |
| | |
Reclassifications to property and equipment | ( | ||
Balance as of September 30, 2026 | $ | | |
Security deposits: | |||
Balance as of January 1, 2026 | $ | | |
Additions | | ||
Deposits returned | ( | ||
Balance as of September 30, 2026 | | ||
Total long-term deposits | $ | |
Deposits on Equipment
During the nine months ended September 30, 2026, the Company made deposits and advance payments of $
19
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Security Deposits
During the year ended December 31, 2023, the Company paid $
The remainder of the Company’s security deposits consisted of approximately $
Note 10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
| September 30, | December 31, | ||||
2026 | 2025 | |||||
Property and equipment | $ | | $ | | ||
Power related costs |
| |
| | ||
Compensation | | | ||||
Insurance |
| |
| | ||
Sales and property tax | | | ||||
Interest | | | ||||
Legal settlement | — | | ||||
Other |
| |
| | ||
Total accrued expenses and other current liabilities | $ | | $ | | ||
Note 11. Debt
The following table presents the Company’s outstanding debt:
| September 30, | December 31, | ||||
2026 | 2025 | |||||
Outstanding principal: | ||||||
2030 Notes | $ | | $ | | ||
$50 Million Credit Facility | | | ||||
$20 Million Credit Facility |
| |
| | ||
$200 Million Credit Facility | — | | ||||
$573 Million Credit Facility | | — | ||||
CPACE Note Payable | | | ||||
Total outstanding principal | | | ||||
Less unamortized debt issuance costs |
| ( |
| ( | ||
Debt, net | $ | | $ | | ||
Current portion of debt | $ | | $ | | ||
Debt, less current portion | | | ||||
Debt, net | $ | | $ | | ||
2030 Notes
The Company’s
20
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
For the three months ended September 30, 2026 and 2025, amortization of the deferred issuance costs into Interest expense was $
As of September 30, 2026, the 2030 Notes had an estimated fair value of approximately $
The 2030 Notes are convertible at the option of the holders during the fourth quarter of 2026 because the closing price of the Company’s common stock exceeded
Revolving Credit Facilities
$50 Million Credit Facility
In July 2024, the Company entered into a
Concurrent with entry into the $50 Million Credit Facility, as required by the agreement, the Company pledged as security $
For the three months ended September 30, 2026 and 2025, the Company recognized $
The following is a summary of the revolving line of credit under the $50 Million Credit Facility as of September 30, 2026:
September 30, | ||||
2026 | ||||
Total revolving credit facility | $ | | ||
Revolving loans: | ||||
Borrowings outstanding at end of period | $ | | ||
Weighted average daily borrowings for the period ended | $ | | ||
Maximum daily borrowings for the period ended | $ | | ||
Weighted average interest rate for the period ended | | % | ||
Interest rate at end of the period |
| | % | |
Letters of credit issued and outstanding | $ | | ||
Total available capacity | $ | | ||
$20 Million Credit Facility
In August 2024, the Company entered into a
21
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
SOFR. Letters of Credit issued under the $20 Million Credit Facility have a
Concurrent with entry into the $20 Million Credit Facility, as required by the agreement, the Company pledged as security $
As of September 30, 2026, the Company had
For the three months ended September 30, 2026 and 2025, the Company recognized $
The following is a summary of borrowings under the $20 Million Credit Facility as of September 30, 2026:
September 30, | ||||
2026 | ||||
Total revolving credit facility | $ | | ||
Borrowings outstanding at end of period | $ | | ||
Weighted average daily borrowings for the period ended | $ | | ||
Maximum daily borrowings for the period ended | $ | | ||
Weighted average interest rate for the period ended | | % | ||
Interest rate at end of the period |
| | % | |
$200 Million Credit Facility
On April 22, 2025, the Company entered into a $
Prior to April 21, 2026, all amounts borrowed under the $200 Million Credit Facility bore interest at an annual rate equal to (a) the greater of (i) the federal funds rate on the date of the applicable borrowing, and (ii)
On April 21, 2026, the Company entered into the Second Amended and Restated Credit Agreement with Coinbase Credit, Inc., which extended the maturity of the $200 Million Credit Facility to April 20, 2027, and updated the interest incurred to a fixed annual rate equal to
On September 21, 2026, the Company voluntarily prepaid in full all outstanding principal under the $200 Million Credit Facility, together with all accrued and unpaid interest thereon through the prepayment date. In connection with the prepayment, all of the Company’s obligations under the Second Amended and Restated Credit Agreement were satisfied and discharged, the $200 Million Credit Facility and the lender’s commitment to make further loans thereunder were terminated, and the security interests granted by the Company in the collateral securing the $200 Million Credit Facility, including all bitcoin pledged as collateral, were released. Pursuant to the terms of the Second Amended and Restated Credit Agreement, the Company did not incur any early termination fees or prepayment penalties in connection with the prepayment and termination.
As of December 31, 2025, $
22
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Balance Sheets.
For the three and nine months ended September 30, 2026, the Company recognized interest expense on the $200 Million Credit Facility of $
For the three and nine months ended September 30, 2025, $
$573 Million Credit Facility
On August 10, 2026, Riot DC Logistics, LLC (the “Borrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “$573 Million Credit Facility”) with the lenders and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for a senior secured delayed-draw term loan facility in an aggregate principal amount of up to $
Borrowings under the $573 Million Credit Facility bear interest, at the Borrower’s election, at a rate per annum equal to (i) the Adjusted Term SOFR rate plus an applicable margin of
The $573 Million Credit Facility is non-recourse to the Company and its affiliates other than the Credit Parties, subject to certain customary exceptions, including for fraud, willful misrepresentation, or misappropriation of collateral proceeds. The $573 Million Credit Facility contains customary representations, warranties, covenants, and events of default, including covenant limitations on indebtedness, liens, restricted payments, investments, transactions with affiliates, and changes in the nature of the Borrower’s business.
The Company incurred an initial $
The $573 Million Credit Facility is recognized in Current portion of debt on the Condensed Consolidated Balance Sheets, net of unamortized issuance costs. As of September 30, 2026, $
For the three and nine months ended September 30, 2026, the Company recognized interest and amortization of issuance costs on the $573 Million Credit Facility of $
The carrying value of the $573 Million Credit Facility approximates its fair value as the facility incurs interest at a variable rate, which is tied to a market rate, and has a short maturity.
23
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note Payable
The Company has a note payable with a fixed rate of
The following table presents the Company’s future note payable principal payments due as of September 30, 2026:
Remainder of 2026 | $ | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total | $ | |
As of September 30, 2026, the note payable had an estimated fair value of approximately $
Note 12. Leases as Lessee
Operating Leases
As of September 30, 2026, the Company had operating leases primarily for its various corporate offices, the manufacturing facilities of ESS Metron and E4A Solutions, and the Kentucky Facility, all of which expire on various dates through July 2035.
As of September 30, 2026 and December 31, 2025, operating lease right-of-use assets were $
Finance Lease
In August 2025, the Company entered into a lease for equipment located at the Kentucky Facility. The lease expires on December 31, 2029, at which time title to the leased equipment will be transferred to the Company.
As of September 30, 2026 and December 31, 2025, the finance lease right-of-use asset was $
The following table presents the components of the Company’s lease expense. Ground and facilities lease expenses are included in Cost of revenue, office lease expenses are included in Selling, general, and administrative, and finance leases are amortized into Depreciation and amortization on the Condensed Consolidated Statements of Operations:
| Three Months Ended | | Nine Months Ended | |||||||||
| September 30, | | September 30, | |||||||||
2026 | | 2025 | 2026 | | 2025 | |||||||
Finance lease cost: | ||||||||||||
Amortization of right-of-use assets | $ | | $ | | $ | | $ | | ||||
Operating lease cost | | | | | ||||||||
Variable lease cost |
| |
| |
| |
| | ||||
Total lease expense | $ | | $ | | $ | | $ | | ||||
24
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents supplemental lease information:
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||||||
Operating leases net operating cash outflows | $ | | $ | | $ | | $ | | |||||||
Right-of-use assets exchanged for new operating lease liabilities | $ | — | $ | | $ | | $ | | |||||||
New right-of-use assets associated with finance leases | $ | — | $ | | $ | — | $ | | |||||||
Weighted-average remaining lease term – operating leases |
|
|
|
| |||||||||||
Weighted-average discount rate – operating leases |
| | % |
| | % |
| | % |
| | % | |||
The following table presents the Company’s future minimum operating lease payments as of September 30, 2026:
Remainder of 2026 | $ | | |
2027 |
| | |
2028 | | ||
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total undiscounted lease payments |
| | |
Less present value discount |
| ( | |
Present value of lease liabilities | $ | |
Note 13. Stockholders’ Equity
Common Stock
The Company is authorized to issue up to
Each holder of common stock is entitled to one vote for each share held of record on all matters to be voted on by such holders. Holders of common stock are entitled to receive dividends, if declared. Upon liquidation, dissolution, or winding-up, holders of common stock are entitled to share ratably in the net assets legally available for distribution after payment of all debts and other liabilities, subject to any preferential rights of the holders of preferred stock, if any.
During the nine months ended September 30, 2026, the increase of approximately
At-the-Market Equity (“ATM”) Program
During 2025 and 2024, the Company offered and sold shares of its common stock through ATM offering programs pursuant to sales agreements with sales agents (each, an “ATM Program”).
In December 2025, the Company established the 2025 ATM program, under which it could offer and sell up to $
During the nine months ended September 30, 2026,
In August 2024, the Company established the August 2024 ATM program, under which it could offer and sell up to $
25
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
During the nine months ended September 30, 2025, the Company received net proceeds of approximately $
Warrants
During the year ended December 31, 2021, the Company issued warrants to XMS Capital Partners, LLC (“XMS”) as partial payment for its advisory services in connection with the acquisition of Whinstone. The warrants entitled XMS to purchase up to
The warrants were recognized as a liability with a fair value of
Note 14. Stock-Based Compensation
The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and certain consultants of the Company in the form of RSAs, RSUs, or stock options, all of which settle in shares of the Company’s common stock upon vesting.
In June 2026, the Company’s stockholders approved the Seventh Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by
As of September 30, 2026, the Company had
The following table presents the Company’s stock-based compensation expense by category:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Performance-based stock awards and units | $ | | $ | | $ | | $ | | ||||
Service-based stock awards and units | | | | | ||||||||
Stock options | — | | ( | | ||||||||
Total stock-based compensation | $ | | $ | | $ | | $ | | ||||
Capitalized stock-based compensation | ( | — | ( | — | ||||||||
Total stock-based compensation, net of amounts capitalized | $ | | $ | | $ | | $ | | ||||
Stock-based compensation expense is recognized in Selling, general, and administrative on the Condensed Consolidated Statements of Operations. Capitalized stock-based compensation is recognized in Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets.
Performance-Based Awards and Units
Performance-based RSAs and RSUs are eligible to vest either over a three-year performance period based on a market driven comparison of the Company’s total shareholder return and the performance of the Russell 3000 Index or annually based on the achievement of certain Company-determined performance milestones.
26
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents a summary of the activity of the performance-based RSAs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Shares | | Fair Value | ||
Balance as of January 1, 2026 | | $ | | ||
Granted | | $ | | ||
Vested | ( | $ | | ||
Forfeited | ( | $ | | ||
Balance as of September 30, 2026 | | $ | | ||
As of September 30, 2026, there was approximately $
The following table presents a summary of the activity of the performance-based RSUs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Units | | Fair Value | ||
Balance as of January 1, 2026 | | $ | | ||
Granted | | $ | | ||
Vested | ( | $ | | ||
Forfeited | — | $ | — | ||
Balance as of September 30, 2026 | | $ | | ||
As of September 30, 2026, there was approximately $
Service-Based Awards and Units
Service-based RSAs and RSUs vest over , , and
The following table presents a summary of the activity of the service-based RSAs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Shares | | Fair Value | ||
Balance as of January 1, 2026 | | $ | | ||
Granted | | $ | | ||
Vested | ( | $ | | ||
Forfeited | ( | $ | | ||
Balance as of September 30, 2026 |
| | $ | | |
As of September 30, 2026, there was approximately $
27
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents a summary of the activity of the service-based RSUs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Units | | Fair Value | ||
Balance as of January 1, 2026 | | $ | | ||
Granted | | $ | | ||
Vested | ( | $ | | ||
Forfeited | — | $ | — | ||
Balance as of September 30, 2026 |
| | $ | | |
As of September 30, 2026, there was approximately $
Stock Options
In June 2025, the Company granted approximately
The following table presents a summary of the activity of the stock options:
| Number of Options | | Exercise Price | ||
Balance as of January 1, 2026 | | $ | | ||
Granted | — | $ | — | ||
Vested | — | $ | — | ||
Forfeited | ( | $ | | ||
Balance as of September 30, 2026 |
| — | $ | | |
In April 2026, all stock option awards were forfeited in connection with the mutual separation of Jonathan Gibbs, former Chief Data Center Officer, and the Company.
28
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 15. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:
Fair value measured as of September 30, 2026 | ||||||||||||
Significant | ||||||||||||
Quoted prices in | Significant other | unobservable | ||||||||||
Total carrying | active markets | observable inputs | inputs | |||||||||
| value | | (Level 1) | | (Level 2) | | (Level 3) | |||||
Bitcoin(a) | $ | | $ | | $ | — | $ | — | ||||
Derivative assets(b) | $ | | $ | — | $ | — | $ | | ||||
Derivative liabilities(c) | $ | | $ | — | $ | — | $ | | ||||
Contingent consideration liabilities(d) | $ | | $ | — | $ | — | $ | | ||||
Fair value measured as of December 31, 2025 | ||||||||||||
Significant | ||||||||||||
Quoted prices in | Significant other | unobservable | ||||||||||
Total carrying | active markets | observable inputs | inputs | |||||||||
| value | | (Level 1) | | (Level 2) | | (Level 3) | |||||
Bitcoin(a) | $ | | $ | | $ | — | $ | — | ||||
Restricted bitcoin(a) | $ | | $ | | $ | — | $ | — | ||||
Derivative assets(b) | $ | | $ | — | $ | — | $ | | ||||
Contingent consideration liabilities(d) | $ | | $ | — | $ | — | $ | | ||||
| (a) | See Note 5. Bitcoin. |
| (b) | See Note 8. Power Supply Agreements. |
| (c) | See Note 8. Power Supply Agreements. Derivative liability balances are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. |
| (d) | See Note 16. Commitments and Contingencies. |
There were
Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company’s non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.
As of September 30, 2026 and December 31, 2025, the fair values of cash and cash equivalents, restricted cash, accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, contract liabilities, and accrued expenses and other current liabilities approximated their carrying values because of the short-term nature of these instruments.
Note 16. Commitments and Contingencies
Commitments
Miners and mining equipment
Through September 30, 2026, the Company has paid approximately $
29
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
the Company has a remaining commitment of $
Infrastructure
During 2024, the Company entered into agreements related to water supply infrastructure for the Corsicana Facility, resulting in total remaining commitments of approximately $
Contingent consideration liabilities
Block Mining
As part of the July 23, 2024 acquisition of Block Mining, a vertically integrated bitcoin mining company based in Kentucky (the “Block Mining Acquisition”), the sellers were eligible to earn an additional $
As of December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $
During the three months ended September 30, 2026, the Company and the sellers agreed upon the milestones reached and the Company paid the $
E4A Solutions
As part of the acquisition of E4A Solutions, a Texas-based provider of electrical engineering solutions (the “E4A Solutions Acquisition”), the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ adjusted EBITDA, calculated as
As of September 30, 2026 and December 31, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $
There were
For the three and nine months ended September 30, 2025, the change in fair value of the Company’s total contingent consideration was a loss of less than $
Contingencies
Legal Proceedings
The Company and its subsidiaries are subject at times to various claims, lawsuits and governmental proceedings relating to our business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits, and proceedings. Some of these claims,
30
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
lawsuits, and proceedings seek damages, including direct, consequential, exemplary, and/or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits, and proceedings arising in the ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect itself from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded on the Condensed Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then the Company discloses the range of possible loss. Costs related to the defense of such claims are recorded as they are incurred. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting our defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits, and proceedings to which it is subject, either individually, or in the aggregate.
Intellectual Property Disputes
Malikie Innovations Patent Dispute
On December 12, 2025, Malikie Innovations Ltd. (“Malikie”) and Key Patent Innovations Ltd. (together with Malikie, the “Plaintiffs”) filed suit against the Company, Foundry Digital LLC, Fortitude Mining, LLC, and Cipher Mining Inc. (collectively, the “Defendants”) in the United States District Court for the Western District of Texas in the case captioned 7:25-CV-00567. The Plaintiffs allege that the Defendants’ bitcoin transactions infringe on certain patents owned by the Plaintiffs and seek injunctive relief and an unspecified amount of damages, including pre- and post-judgment interest. The Company has engaged counsel and is working with its counsel to evaluate and defend the Company from this infringement claim. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.
Green Revolution Cooling Patent Dispute
On March 22, 2024, Green Revolution Cooling, Inc. (“GRC”) filed a complaint against the Company in the Western District of Texas (Case No. 6:24-CV-152), for patent infringement. More specifically, GRC has alleged that the immersion cooling systems provided to the Company by third parties infringe GRC’s U.S. Patent Nos. 9,992,914 (the “’914 Patent”) and 10,123,463 (the “’463 Patent”). GRC sought monetary damages through the time of trial, in excess of $
On June 3, 2026, GRC filed a new complaint for patent infringement against the Company, Riot Corsicana, LLC, and Whinstone (Case No. 3:26-cv-01842) in the United States District Court for the Northern District of Texas alleging infringement of U.S. Patent No. 12,513,853 by the Company’s immersion cooling systems. The Company has engaged counsel and is working with counsel to evaluate and defend the Company against this infringement claim. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.
31
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Legacy Hosting Customer Disputes
GMO
On June 13, 2022, GMO Gamecenter USA, Inc. and its parent, GMO Internet Group, Inc., (collectively, “GMO”) filed a complaint against Whinstone alleging breach of a colocation services agreement between GMO and Whinstone, which has since been terminated, seeking damages in excess of $
On September 30, 2026, the court issued an Opinion and Order on the parties' pending motions. The court dismissed all claims against the Company, with prejudice. On the parties' cross-motions for summary judgment, the court granted Whinstone’s motion for summary judgment dismissing two of GMO’s breach-of-contract claims for invoice overcharges and for the installation environment, and dismissed all of Whinstone's counterclaims. The court granted GMO’s motion for partial summary judgment as to liability (but not damages), subject to certain limitations that may narrow the scope of liability, on four other breach-of-contract claims for the Louisiana power shortage; specified power draw; service uptime; and miner removal, which are subject to certain limitations that may limit liability. The court reserved GMO’s two largest claims, for wrongful termination and for a share of the power-sale proceeds, to be resolved at trial as to both liability and damages. Damages on all surviving claims remain to be determined, and as such, the Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time. A bench trial is scheduled to begin on January 5, 2027.
32
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 17. Earnings Per Share (“EPS”)
The following table presents potentially dilutive securities that were included in the computation of diluted net income (loss) per share:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Numerator: | ||||||||||||
Net income (loss) | $ | | $ | | $ | ( | $ | | ||||
Interest incurred on the 2030 Notes, net of income taxes | — | | — | | ||||||||
Numerator for diluted EPS | $ | | $ | | $ | ( | $ | | ||||
Denominator: | ||||||||||||
Denominator for basic EPS - weighted average shares outstanding | | | | | ||||||||
Effect of dilutive securities: | ||||||||||||
Unvested RSAs | | | — | | ||||||||
Unvested RSUs | | | — | | ||||||||
Stock options | — | | — | — | ||||||||
2030 Notes | — | | — | | ||||||||
Dilutive potential common shares | | | — | | ||||||||
Denominator for diluted EPS - adjusted weighted average shares outstanding | | | | | ||||||||
Basic EPS | $ | | $ | | $ | ( | $ | | ||||
Diluted EPS | $ | | $ | | $ | ( | $ | | ||||
The following table presents potentially dilutive securities that were not included in the computation of diluted net income (loss) per share as their inclusion would have been anti-dilutive:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Warrants to purchase common stock | — | | — | | ||||||||
Unvested RSAs(a) | — | — | | — | ||||||||
Unvested RSUs | — | — | | | ||||||||
Stock options | — | — | — | | ||||||||
2030 Notes | | — | | — | ||||||||
Total | | | | | ||||||||
| (a) | Unvested restricted stock awards are included in total common shares outstanding but are excluded from the calculation of basic earnings per share. |
Note 18. Segment Information
The Company has
Gross profit (loss) is the segment performance measure the CODM uses to assess the Company’s reportable segments and is calculated before the elimination of intersegment profits. The CODM is the Company’s CEO. The CODM uses segment gross profit
33
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(loss) to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s
The $
The Bitcoin Mining segment generates revenue from the bitcoin earned through its Bitcoin Mining activities. The Data Center segment generates revenue from developing and leasing data center space and power capacity to third-party customers. The Engineering segment generates revenue through customer contracts for custom-engineered electrical products and services.
All revenue and cost of revenue from intersegment transactions have been eliminated in the Condensed Consolidated Statements of Operations.
The following tables present segment revenue and segment gross profit (loss), including the significant expense items reviewed by the CODM:
Three Months Ended September 30, 2026
Bitcoin Mining | Data Center | Engineering | Total | |||||||||
Revenue from external customers | $ | | $ | | $ | | $ | | ||||
Intersegment revenue | | — | | | ||||||||
Segment revenue | | | | | ||||||||
Reconciliation of revenue | ||||||||||||
Elimination of intersegment revenue | ( | |||||||||||
Total consolidated revenue | | |||||||||||
Less: | ||||||||||||
Power | | | — | | ||||||||
Compensation | | | — | | ||||||||
Insurance on miners | | — | — | | ||||||||
Water and property tax | | — | — | | ||||||||
Tenant fit-out costs | — | | — | | ||||||||
Materials | — | — | | | ||||||||
Labor | — | — | | | ||||||||
Other segment items(a) | | | | | ||||||||
Segment gross profit (loss) | $ | | $ | | $ | | $ | | ||||
34
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Three Months Ended September 30, 2025 (b)
Bitcoin Mining | Engineering | Total | ||||||||||
Revenue from external customers | $ | | $ | | $ | | ||||||
Intersegment revenue | — | | | |||||||||
Segment revenue | | | | |||||||||
Reconciliation of revenue | ||||||||||||
Other revenue(c) | | |||||||||||
Elimination of intersegment revenue | ( | |||||||||||
Total consolidated revenue | | |||||||||||
Less: | ||||||||||||
Power | | — | | |||||||||
Compensation | | — | | |||||||||
Insurance on miners | | — | | |||||||||
Ground rent and related water and property tax | | — | | |||||||||
Materials | — | | | |||||||||
Labor | — | | | |||||||||
Other segment items(a) | | | | |||||||||
Segment gross profit (loss) | $ | | $ | | $ | | ||||||
Nine Months Ended September 30, 2026
Bitcoin Mining | Data Center | Engineering | Total | |||||||||
Revenue from external customers | $ | | $ | | $ | | $ | | ||||
Intersegment revenue | | — | | | ||||||||
Segment revenue | | | | | ||||||||
Reconciliation of revenue | ||||||||||||
Elimination of intersegment revenue | ( | |||||||||||
Total consolidated revenue | | |||||||||||
Less: | ||||||||||||
Power | | | — | | ||||||||
Compensation | | | — | | ||||||||
Insurance on miners | | — | — | | ||||||||
Water and property tax | | | — | | ||||||||
Tenant fit-out costs | — | | — | | ||||||||
Materials | — | — | | | ||||||||
Labor | — | — | | | ||||||||
Other segment items(a) | | | | | ||||||||
Segment gross profit (loss) | $ | | $ | | $ | | $ | | ||||
35
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Nine Months Ended September 30, 2025 (b)
Bitcoin Mining | Engineering | Total | ||||||||||
Revenue from external customers | $ | | $ | | $ | | ||||||
Intersegment revenue | — | | | |||||||||
Segment revenue | | | | |||||||||
Reconciliation of revenue | ||||||||||||
Other revenue(c) | | |||||||||||
Elimination of intersegment revenue | ( | |||||||||||
Total consolidated revenue | | |||||||||||
Less: | ||||||||||||
Power | | — | | |||||||||
Compensation | | — | | |||||||||
Insurance on miners | | — | | |||||||||
Ground rent and related water and property tax | | — | | |||||||||
Materials | — | | | |||||||||
Labor | — | | | |||||||||
Other segment items(a) | | | | |||||||||
Segment gross profit (loss) | $ | | $ | | $ | | ||||||
| (a) | For each reportable segment, the other segment items category primarily consists of: |
| (b) | The Company recognized its new Data Center operations as a reportable segment for the three and nine months ended September 30, 2026. Accordingly, for the three and nine months ended September 30, 2025, the Data Center segment is omitted from the table because there was |
| (c) | Other revenue is primarily attributable to legacy Data Center Hosting bitcoin mining revenue and is therefore not included in the total for segment gross profit (loss). |
36
Table of Contents
Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents the reconciliation of segment gross profit (loss) to Net income (loss) before taxes:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Segment gross profit (loss) | $ | | $ | | $ | | $ | | ||||
Reconciling items: |
| |
| |
| |
| | ||||
Other profit (loss) (a) | — | | — | ( | ||||||||
Elimination of intersegment profits |
| ( |
| ( |
| ( |
| ( | ||||
Acquisition-related costs |
| — |
| — |
| — |
| ( | ||||
Selling, general, and administrative |
| ( |
| ( |
| ( |
| ( | ||||
Depreciation and amortization |
| ( |
| ( |
| ( |
| ( | ||||
Change in fair value of bitcoin | | | ( | | ||||||||
Change in fair value of derivatives |
| ( |
| |
| ( |
| | ||||
Power curtailment credits | | | | | ||||||||
Change in fair value of contingent consideration |
| — |
| ( |
| — |
| | ||||
(Loss) gain on sale/exchange of equipment | | | | | ||||||||
Casualty-related (charges) recoveries, net |
| — |
| |
| ( |
| | ||||
Interest income |
| |
| |
| |
| | ||||
Interest expense | ( |
| ( | ( | ( | |||||||
Gain (loss) on equity method investment - marketable securities |
| — |
| |
| — |
| ( | ||||
Loss on contract settlement | — |
| — |
| — |
| ( | |||||
Gain on acquisition post-close dispute settlement | — | — | — | | ||||||||
Impairment of property and equipment | ( | ( | ( | ( | ||||||||
Other income (expense) |
| |
| |
| |
| | ||||
Net income (loss) before taxes | $ | | $ | | $ | ( | $ | | ||||
| (a) | Other profit (loss) is primarily attributable to legacy Data Center Hosting bitcoin mining activity for the three and nine months ended September 30, 2025, and is therefore not included in the total for segment gross profit (loss). |
Concentrations
For the three and nine months ended September 30, 2026, Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool and Data Center revenue generated by the Amended AMD Lease each contributed more than 10% of the Company’s total consolidated revenue.
For the three and nine months ended September 30, 2025, Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool contributed more than 10% of the Company’s total consolidated revenue.
For the three and nine months ended September 30, 2026 and 2025, Bitcoin Mining power was primarily obtained from ERCOT.
For the three and nine months ended September 30, 2026, Data Center power was entirely obtained from ERCOT.
37
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information to assist readers in understanding our results of operations and financial condition. This MD&A should be read in conjunction with the Notes and other financial information included elsewhere in this Quarterly Report, and our audited consolidated financial statements included in our 2025 Annual Report.
Unless otherwise indicated, amounts are stated in thousands of U.S. dollars except for: share, per share, per MWh, MW, GW, and miner amounts; bitcoin quantities, prices, and hash rate; cost to mine one bitcoin; and production value of one bitcoin mined.
Our MD&A is primarily organized as follows:
| ● | Business Overview and Trends. Highlights of events that impacted our financial position and results of operations. |
| ● | Results of Operations. Analysis of our financial results comparing the three and nine months ended September 30, 2026 and 2025. |
| ● | Liquidity and Capital Resources. Analysis of changes in our balance sheets and cash flows and discussion of our financial condition, including potential sources of liquidity, material cash requirements, and their general purpose. |
| ● | Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments underlying our reported financial results. |
Forward-Looking Statements
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 may differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of factors that may 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.
Business Overview and Trends
General
We are a vertically integrated digital infrastructure company principally engaged in developing and optimizing our large-scale power assets. Our business strategy centers on enhancing our electrical infrastructure and deploying it across two complementary platforms: (i) bitcoin mining and (ii) scalable data center solutions designed to support non-mining workloads. By leveraging our energy portfolio, engineering capabilities, and operational footprint, we aim to capitalize on the accelerating demand for power-intensive compute, supported by capital raised through bitcoin production and sales.
We operate in three reportable business segments: Bitcoin Mining, Data Center, and Engineering.
We own and manage multiple large-scale data center facilities in Texas and Kentucky that provide mission-critical power and infrastructure for our Bitcoin Mining operations at our Facilities, and non-mining Data Center operations at our Rockdale Facility and Corsicana Facility. Our Rockdale Facility in Texas currently provides up to approximately 700 MW of developed capacity for Bitcoin Mining and Data Center leasing and is, we believe, among the largest digital infrastructure campuses in North America, as measured by developed capacity. We have completed construction of approximately 400 MW of developed capacity at our second large-scale Texas development, the Corsicana Facility. We expect the Corsicana Facility to reach approximately 1 GW of developed capacity available for high-density compute workloads. The Kentucky Facility currently provides approximately 232 MW of developed capacity.
Our industry remains highly competitive and continues to evolve alongside broader growth in digital assets and high-performance compute. With our scale, integrated power strategy, and engineering foundation, we believe we are well positioned to participate in the rapidly converging markets for Bitcoin Mining, AI, HPC, and modern data center infrastructure.
38
Table of Contents
Data Center Development
In 2025, we began leveraging our core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to pursue opportunities to develop and monetize portions of our existing facilities and power pipeline through data center leasing services. We strengthened our execution capacity by recruiting critical talent and establishing a scalable data center platform to support data center development at the Corsicana Facility.
In January 2026, we announced the execution of the AMD Lease to provide 25 MW of critical IT load capacity at our Rockdale Facility. The AMD Lease has an initial term of ten years and provides three successive five-year term renewal options at AMD’s discretion. The AMD Lease included an expansion option for an additional 75 MW of critical IT load capacity and a right of first refusal for an additional 100 MW.
In April 2026, we announced AMD’s exercise of a portion of the existing expansion option set forth in the AMD Lease, to provide an additional deployment of 25 MW of critical IT load capacity, which was pursuant to the AMD Lease Amendment. Under the AMD Lease Amendment, AMD holds a remaining balance of 50 MW of reserved critical IT load capacity under the existing expansion option. The AMD Lease Amendment also grants AMD a conditional, first-priority right to lease up to an additional 100 MW of critical IT load capacity, exercisable in increments of not less than 50 MW. If both the remaining 50 MW of reserved capacity under the existing expansion option and the additional 100 MW option are fully exercised, AMD’s total leased capacity at the Rockdale Facility would increase to 200 MW. This conditional, first-priority right replaces the right of first refusal for an additional 100 MW previously granted to AMD in the AMD Lease.
In August 2026, we announced the execution of the Rockdale Lease to provide 191 MW of critical IT load capacity at the Rockdale Facility. The critical IT load capacity is anticipated to be delivered in phases in December 2027 and June 2028. The Rockdale Lease has an initial term of 20 years and includes provisions for two successive five-year renewal terms at the option of the Tenant. In August 2026, we entered into the $573 Million Credit Facility, for which Morgan Stanley Senior Funding, Inc. serves as administrative agent, to fund the purchase of long-lead equipment and related project equipment, and certain other expenses, associated with the Rockdale Lease.
In November 2026, we announced the execution of the Corsicana Lease to provide 910 MW of critical IT load capacity at the Corsicana Facility with the Frontier AI Lab. The critical IT load capacity is anticipated to be delivered in phases beginning in June 2027, with full delivery anticipated to commence in July 2028.
Business Segments
Bitcoin Mining
During the nine months ended September 30, 2026, we continued to deploy miners across all our Facilities, with the objective of improving our operational efficiency and performance. As of September 30, 2026, we had a total deployed hash rate capacity of 44.9 EH/s, as compared to 38.5 EH/s as of December 31, 2025, an increase of 16.6%.
During the nine months ended September 30, 2026, we mined 4,697 bitcoin, reflecting an increase of 335 bitcoin compared to the 4,362 bitcoin mined during the nine months ended September 30, 2025. The increase was primarily due to our increased average operating hash rate, significantly improved operational efficiency, and decreases in the global network hash rate.
For the nine months ended September 30, 2026 and 2025, Bitcoin Mining revenue was $341.6 million and $444.5 million, respectively. The decrease of $102.9 million was primarily due to lower bitcoin prices during the 2026 period, which averaged $72,732 per bitcoin, as compared to $101,912 per bitcoin for the 2025 period. The decrease was partially offset by a 7.7% increase in bitcoin production, driven by an 18.0% increase in our average operating hash rate, which increased from 31.1 EH/s during the nine months ended September 30, 2025, to 36.7 EH/s during the nine months ended September 30, 2026.
Custodians
As bitcoin is a decentralized digital asset, we are not required to use a third-party custodian and may elect to self-custody our holdings. However, we believe that our private keys associated with our bitcoin are better safeguarded within the secure environment provided by custodians. Self-custody poses an increased risk to our private keys, and we may not have the same level of protection as that offered by custody providers who are well-versed in industry best practices for safeguarding digital assets from potential theft, loss, or destruction.
39
Table of Contents
Our bitcoin custodian and brokerage services relationships are non-exclusive, and we may change our custodian and brokerage relationships at any time. In October 2026, we transitioned custody of our bitcoin from NYDIG Trust Company LLC (“NYDIG”) to BitGo Bank & Trust, National Association (“BitGo”), and our custodial agreement with NYDIG was terminated effective October 29, 2026. As of September 30, 2026, our bitcoin was held in custody by NYDIG and Coinbase Custody Trust Company, LLC. We continually monitor our bitcoin assets held by our custodians. Our insurance providers do not have inspection rights associated with our bitcoin assets held in cold storage. For additional information regarding our relationships with NYDIG and Coinbase, Inc., on behalf of itself and Coinbase Custody Trust Company, LLC, and, if applicable, Coinbase or Coinbase Custody International Ltd., and a description of our underlying agreements with them, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Annual Report.
On October 7, 2026, we entered into a Custodial Services Agreement with BitGo, which became effective on October 10, 2026, and which we amended on October 14, 2026 (as amended, the “BitGo Custodial Agreement”). Under the BitGo Custodial Agreement, BitGo serves as a custodian of our bitcoin. BitGo is a national banking association chartered and supervised by the Office of the Comptroller of the Currency and authorized to exercise trust powers. Our bitcoin is held in segregated on-chain wallets maintained solely for us. BitGo keeps the private keys in segregated cold storage wallets that it controls, and its books and records identify our bitcoin as held solely for our benefit. BitGo holds our bitcoin in a custodial capacity, separate from its own assets. Our bitcoin is not commingled with the assets of BitGo’s other customers, except temporarily as necessary to settle trades that we elect to make, or as required by law. We retain all right, title, and interest in our bitcoin.
BitGo is required to maintain insurance coverage in such types and amounts as are commercially reasonable for its custodial services. That coverage may not be sufficient to cover our losses. Upon reasonable request, BitGo will provide us and our independent auditors with confirmation of the bitcoin held in our custodial accounts, and other information it customarily makes available to its custody clients. We reconcile the bitcoin held in custody against our records on a monthly basis. We pay BitGo a monthly tiered fee based on the value of the bitcoin held in custody, with no minimum fee.
The BitGo Custodial Agreement has an initial term of one year from October 10, 2026, and renews automatically for successive one-year terms unless either party gives notice of non-renewal at least 60 days before the end of the then-current term. We may terminate it at any time on 14 days’ prior written notice, without an early termination fee. Either party may terminate it if the other party fails to cure a material breach within 30 days after notice. BitGo may also suspend or terminate our account in certain circumstances, including as required by law. We have agreed to indemnify BitGo for losses arising from, among other things, our use of its services and our breach of the agreement. BitGo’s liability is generally limited to the fees we paid during the preceding six months. That limit does not apply to fraud or willful misconduct. For gross negligence, BitGo’s liability is limited to the market value of the affected assets.
40
Table of Contents
Operating Metrics
The following table presents our key operating metrics:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Bitcoin Mining hash rate, average operating (EH/s)(1) | ||||||||||||
Rockdale Facility | 13.2 | 14.1 | 14.0 | 14.3 | ||||||||
Corsicana Facility | 13.7 | 13.9 | 14.9 | 13.9 | ||||||||
Kentucky Facility | 9.3 | 3.3 | 7.8 | 2.9 | ||||||||
Combined Bitcoin Mining hash rate, average operating | 36.2 | 31.3 | 36.7 | 31.1 | ||||||||
All-in power cost (cents/kilowatt-hour)(2) | ||||||||||||
Rockdale Facility | 2.9 | 2.2 | 3.3 | 3.5 | ||||||||
Corsicana Facility | 3.3 | 3.7 | 3.0 | 3.5 | ||||||||
Kentucky Facility | 3.5 | 6.0 | 4.1 | 5.1 | ||||||||
Combined all-in power cost | 3.2 | 3.2 | 3.3 | 3.6 | ||||||||
September 30, | ||||||||||||
| | 2026 | | 2025 | ||||||||
Bitcoin Mining hash rate, deployed (EH/s)(1) | ||||||||||||
Rockdale Facility | 15.4 | 16.0 | ||||||||||
Corsicana Facility | 16.6 | 15.7 | ||||||||||
Kentucky Facility | 12.9 | 4.8 | ||||||||||
Combined Bitcoin Mining hash rate, deployed | 44.9 | 36.5 | ||||||||||
Developed power capacity (MW)(3) | ||||||||||||
Rockdale Facility | 700 | 700 | ||||||||||
Corsicana Facility | 400 | 400 | ||||||||||
Kentucky Facility | 232 | 95 | ||||||||||
Total power capacity | 1,332 | 1,195 | ||||||||||
| (1) | Hash rate, deployed, represents the total potential hash rate of all our deployed miners as of the end of the period, whereas hash rate, average operating, represents the average total hash rate our deployed miners provided throughout the period. The difference between deployed hash rate and operating hash rate is attributable to down time of all or some of our miners for power curtailments, or repairs and maintenance of bitcoin miners or supporting infrastructure. The difference between deployed and operating hash rate is a key measure in determining the efficiency of our Bitcoin Mining operations. |
| (2) | All-in power cost is the price we paid throughout the period for our power, net of power curtailments received. Power is overwhelmingly the largest marginal input cost in mining bitcoin and a significant contributor to profitability. Miners with a low cost of power are also able to profitably mine in a wider range of bitcoin prices. |
| (3) | Developed power is the total amount of electricity our Facilities can utilize as of the end of the period. |
41
Table of Contents
The following table presents our cost to mine one bitcoin (amounts in thousands, except Quantity of bitcoin mined and Production value of one bitcoin mined amounts):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | | 2025 | |||||||||||
Cost of power for self-mining operations | $ | 74,849 | $ | 82,370 | $ | 220,665 | $ | 206,369 | ||||||||
Other direct cost of revenue for self-mining operations(1)(2), excluding bitcoin miner depreciation |
| 14,091 |
| 13,395 |
| 44,301 |
| 42,389 | ||||||||
Cost of revenue for self-mining operations, excluding bitcoin miner depreciation |
| 88,940 |
| 95,765 |
| 264,966 |
| 248,758 | ||||||||
Less: power curtailment credits(3) |
| (24,664) |
| (30,634) |
| (55,741) |
| (46,748) | ||||||||
Cost of revenue for self-mining operations, net of power curtailment credits, excluding bitcoin miner depreciation | 64,276 | 65,131 | 209,225 | 202,010 | ||||||||||||
Bitcoin miner depreciation(4)(5) | 64,728 | 60,106 | 205,436 | 177,420 | ||||||||||||
Cost of revenue for self-mining operations, net of power curtailment credits, including bitcoin miner depreciation | $ | 129,004 | $ | 125,237 | $ | 414,661 | $ | 379,430 | ||||||||
| |
| |
| |
| | |||||||||
Quantity of bitcoin mined |
| 1,637 | 1,406 |
| 4,697 |
| 4,362 | |||||||||
Production value of one bitcoin mined(6) | $ | 70,855 | $ | 114,361 | $ | 72,732 | $ | 101,912 | ||||||||
Cost to mine one bitcoin, excluding bitcoin miner depreciation | $ | 39,265 | $ | 46,324 | $ | 44,544 | $ | 46,311 | ||||||||
Cost to mine one bitcoin, excluding bitcoin miner depreciation, as a % of production value of one bitcoin mined |
| 55.4 | % | 40.5 | % |
| 61.2 | % |
| 45.4 | % | |||||
Cost to mine one bitcoin, including bitcoin miner depreciation | $ | 78,805 | $ | 89,074 | $ | 88,282 | $ | 86,985 | ||||||||
Cost to mine one bitcoin, including bitcoin miner depreciation, as a % of production value of one bitcoin mined | 111.2 | % | 77.9 | % | 121.4 | % | 85.4 | % | ||||||||
| (1) | Other direct cost of revenue includes compensation, insurance, repairs, and ground lease rent and related property tax. |
| (2) | For the three months ended September 30, 2026 and 2025, we paid cash of $6.8 million and $60.2 million, respectively, and for the nine months ended September 30, 2026 and 2025, we paid cash of $55.5 million and $152.4 million, respectively, in total deposits and payments for the purchase of miners. Costs to finance the purchase of miners were zero in all periods presented as the miners were paid for with cash from the Company’s cash balance. The seller did not provide any financing, nor did the Company borrow from a third party to purchase the miners. |
| (3) | Power curtailment credits are credited against our power invoices as a result of temporarily pausing our operations and reselling power under our PPAs and participating in ERCOT’s and MISO’s Demand Response Service Programs. Our fixed-price power purchase contracts enable us to strategically curtail our mining operations and participate in these programs, which significantly lower our cost to mine bitcoin. These credits are recognized in Power curtailment credits on our Condensed Consolidated Statements of Operations, outside of cost of revenue, but significantly reduce our overall cost to mine bitcoin. |
| (4) | We capitalize the acquisition cost of our miners and include these costs in Property and equipment, net on our Condensed Consolidated Balance Sheets. The miners are depreciated over an estimated useful life of three years, during which time, they are expected to contribute to the generation of bitcoin revenue. We do not consider depreciation expense in determining whether it is economical to operate our miners because depreciation is a non-cash expense and is not a variable operating cost that can be avoided even if we curtail operations temporarily. Depreciation expense incurred is disclosed for each respective period in the table above. |
42
Table of Contents
| (5) | The following table presents the future depreciation expense of all of our bitcoin miners: |
Remainder of 2026 | $ | 67,749 | |
2027 |
| 223,713 | |
2028 |
| 103,123 | |
2029 | 24,682 | ||
Total | $ | 419,267 |
| (6) | Computed as revenue recognized from bitcoin mined divided by the quantity of bitcoin mined during the same period. |
During 2023 through 2026, we entered into purchase orders under the Master Agreement to acquire new miners from MicroBT. These purchase orders represented a total hash rate of 50.9 EH/s, with a total purchase price of approximately $828.2 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 through the end of 2026, with deployment continuing on an ongoing basis. The Master Agreement provided us with three additional annual options to purchase miners, on the same or more favorable terms as the second purchase order executed under the Master Agreement.
For the three and nine months ended September 30, 2026, Bitcoin Mining revenue was approximately $116.0 million and $341.6 million, respectively.
Summary of Riot’s Bitcoin Mining Results
The following tables present additional information about our Bitcoin Mining activities, including bitcoin production and sales of bitcoin mined:
Quantity | Amounts | ||||
Balance as of January 1, 2026 |
| 18,005 | $ | 1,575,441 | |
Revenue recognized from bitcoin mined |
| 4,697 |
| 341,621 | |
Change in bitcoin receivable |
| (2) |
| (122) | |
Proceeds from sale of bitcoin |
| (20,264) |
| (1,483,958) | |
Exchange of bitcoin for employee compensation |
| (18) |
| (1,618) | |
Change in fair value of bitcoin |
| — |
| (229,369) | |
Balance as of September 30, 2026 |
| 2,418 | $ | 201,995 | |
Quantity | Amounts | ||||
Balance as of January 1, 2025 |
| 17,722 | $ | 1,654,468 | |
Revenue recognized from bitcoin mined |
| 4,362 |
| 444,540 | |
Change in bitcoin receivable | 2 | (149) | |||
Proceeds from sale of bitcoin |
| (2,762) |
| (290,953) | |
Exchange of bitcoin for employee compensation |
| (37) |
| (3,745) | |
Change in fair value of bitcoin |
| — |
| 395,892 | |
Balance as of September 30, 2025 |
| 19,287 | $ | 2,200,053 | |
The following reconciles Bitcoin and Restricted bitcoin as of September 30, 2025 to the amounts above: | |||||
Bitcoin | 15,987 | $ | 1,823,630 | ||
Restricted bitcoin(a) | 3,300 | 376,423 | |||
Total | 19,287 | $ | 2,200,053 | ||
| (a) | Restricted bitcoin includes the Company’s bitcoin previously pledged as collateral for the Company’s $200 Million Credit Facility, which was voluntarily prepaid in full and terminated on September 21, 2026, at which time all pledged bitcoin was released. |
43
Table of Contents
Data Center
Our Data Center business designs, develops, and operates large-scale data center projects designed to support the growing demand for high-density compute. This includes the lease of data center space and power capacity, which is generally paid monthly. Power costs are passed through to customers at cost. Additionally, we provide tenant fit-out services to our customers for the build-out of customer-specific equipment at cost plus a margin.
For the three and nine months ended September 30, 2026, Data Center revenue was approximately $18.4 million and $74.8 million, respectively, reflecting leasing activity and associated tenant fit-out attributable to the Amended AMD Lease.
Engineering
Our Engineering business designs and manufactures power-distribution equipment and engineered-to-order electrical products. These products support our vertical integration strategy by enabling the internal development of critical electrical equipment and engineering services necessary for developments at our Facilities. This integration helps mitigate execution and counterparty risk in ongoing and future expansion projects. The specialized talent employed in our Engineering business has been instrumental in the development of our industrial-scale immersion-cooled bitcoin mining hardware and supports the design and deployment of our data center build-outs. Our Data Center business is able to leverage Engineering’s market-specific expertise for best-in-class design and speed to market.
Our Engineering business also provides electrical distribution product design, manufacturing, and installation services primarily focused on large-scale industrial and governmental customers and serves a broad scope of clients across a wide range of markets including data center, power generation, utility, water, industrial, and alternative energy.
Engineering revenue is primarily derived from the sale of custom products built to customers’ specifications under fixed-price contracts with one identified performance obligation. Engineering revenue is recognized over time as performance creates or enhances an asset with no alternative use, and for which we have an enforceable right to receive compensation as defined under the contract.
In December 2024, we completed the E4A Solutions Acquisition. This acquisition strengthens our vertically integrated strategy by adding engineering expertise to service our existing and future electrical infrastructure as well as providing solutions and services to the rapidly growing market for electrical infrastructure.
For the three and nine months ended September 30, 2026, Engineering revenue was approximately $47.0 million and $106.5 million, respectively.
Strategic Goals and Initiatives
Bitcoin Treasury Strategy
Our strategy with respect to the bitcoin we mine and hold (our “Bitcoin Treasury Strategy”) is designed to balance the potential for long-term value appreciation with our need for operational flexibility and liquidity. Historically, we retained a substantial portion of the bitcoin we mined and selectively sold, or pledged as collateral, portions of our bitcoin holdings to fund operating needs, capital expenditures, and strategic initiatives. As our business has shifted toward the development of data center infrastructure, we have increasingly relied on sales of our bitcoin as a source of liquidity. During the nine months ended September 30, 2026, we sold 20,264 bitcoin for proceeds of approximately $1.5 billion, primarily to fund our data center development and to repay in full the $200 Million Credit Facility, reducing our bitcoin holdings to 2,418 bitcoin as of September 30, 2026. We currently expect to continue to sell substantially all of the bitcoin we mine to fund our data center development and other projects, operating expenses, and working capital needs, and, as a result, we do not expect to accumulate significant bitcoin holdings in the near term.
This approach allows us to use our bitcoin production as a source of funding for our operations and growth initiatives and reduces our need to rely on external debt or equity financing. We regularly evaluate our Bitcoin Treasury Strategy in light of our cash requirements, market conditions, and capital allocation objectives, and we may change it at any time.
44
Table of Contents
Power Strategy
Long-term power contracts form the foundation of our power strategy. We utilize the Rockdale PPA, Corsicana PPA, and Kentucky PPA (together, the “PPAs”) at our Facilities in the following ways:
Manual Curtailment
We power down operations and return power to the utility when prevailing market electricity prices offer the potential for us to realize power curtailment credits in excess of the Bitcoin Mining revenues we would have otherwise generated. We receive power credits for the difference in the market power price and our fixed power price. By capturing the spread between market power prices and our fixed-rate power contracts, we are able to maximize our overall profitability while supporting grid stability by reducing demand for power during periods of peak scarcity.
Ancillary Services
We competitively bid to sell ERCOT and MISO the option to control our electrical load during certain hours. ERCOT and MISO compensate us in the form of credits under the Demand Response Service Programs, which are received whether or not we are called on to power down.
ERCOT’s 4CP Program
At the Rockdale Facility and the Corsicana Facility, we participate in ERCOT’s 4CP Program by voluntarily powering down operations during times of peak demand in summer months. Participation in this program provides substantial savings on transmission costs in the subsequent year’s power bills and contributes to reduced overall power costs.
The following table presents our power curtailment credits:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Manual curtailment power credits | $ | 22,938 | $ | 30,634 | $ | 51,231 | $ | 44,996 | ||||
Demand response power credits | 1,726 | — | 4,510 | 1,752 | ||||||||
Total power curtailment credits | $ | 24,664 | $ | 30,634 | $ | 55,741 | $ | 46,748 | ||||
45
Table of Contents
The following graph presents the primary decision factors that guide our decision to curtail power usage or power down our mining operations, and when we might resume mining operations:
Challenges, Risks, and Industry Trends
Increased Competition and Global Network Hash Rate
The price of bitcoin reached new all-time highs in 2025, supported by continued institutional investment in the bitcoin spot exchange-traded funds (“ETFs”), global adoption, and increased interest from both retail and sovereign investors, but fell in the first half of 2026 to prices last seen in 2024, before partially recovering during the third quarter of 2026. Bitcoin spot ETFs remained a primary driver of institutional demand. These ETFs, as investment vehicles, provide investors with a broader way to gain exposure to bitcoin through more traditional financial markets. In March 2025, the President of the United States signed an executive order establishing a Strategic Bitcoin Reserve and a United States Digital Asset Stockpile.
During 2023 and 2024, the bitcoin mining industry experienced record growth as the price of bitcoin increased from the lows experienced in early 2023. In 2025, the industry continued to grow, though at a slower pace due to increased network difficulty and more aggressive competition for efficient energy sources globally. 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. Competition among mining companies intensified in 2025, with top operators focusing on mergers, acquisitions, and direct power procurement contracts to secure stable energy pricing in the face of volatile market conditions. In 2026, the global network hash rate has trended down, which we believe reflects, in part, lower bitcoin prices and the reallocation of capital and power by certain miners to data center development.
Bitcoin Mining Industry Consolidation and Emergence of Data Center Alternative
The bitcoin mining industry is undergoing significant structural transformation. A combination of factors, including the 2024 halving event, record high network hash rates in 2025, rising mining difficulties, and constrained access to large-scale power resources, has led to increased consolidation across the industry. These dynamics have made efficient, large-scale mining operations increasingly capital-intensive and have prompted miners to seek new avenues for maximizing the value of their existing infrastructure. A notable emerging trend is the convergence of bitcoin mining operations with large-scale data center services, including those supporting AI/HPC workloads. As demand for data center infrastructure accelerates, driven by advances in machine learning, generative AI, and compute-intensive enterprise applications, access to reliable, low-cost power has become a critical constraint on the development of new data centers. Bitcoin mining companies that own and operate their facilities are increasingly repurposing or reallocating portions of their power and physical infrastructure to support data center applications. This shift is enabled by the similarities between
46
Table of Contents
the underlying facility requirements for bitcoin mining and data center workloads, including large electrical loads, advanced cooling systems, and high-density rack deployments.
As a result, the industry is experiencing an evolution in which mining operators with robust power portfolios are leveraging their existing assets to participate in the rapidly growing market for data center services. This trend reflects both the challenges facing the bitcoin mining sector and the significant economic opportunities presented by the global expansion of compute-intensive digital infrastructure.
Volatile Transaction Fees
The bitcoin mining industry recently experienced an increase in transaction fees on the bitcoin network, alongside growing overall demand for bitcoin. While transaction fees remain inherently volatile, they are paid directly to miners and are representative of the public interest in transacting on the bitcoin network. These transaction fees, combined with the block subsidy issued by the bitcoin network, make up the total reward paid to miners upon solving a block.
Vertical Integration
Since 2021, we have focused on a vertically integrated business model. We remain committed to building long-term stockholder value by taking strategic actions to further vertically integrate our business at the Rockdale Facility, developing the Corsicana Facility, expanding the Kentucky Facility, and integrating our acquisitions, including the Block Mining Acquisition and the E4A Solutions Acquisition. Management believes that vertical integration will strengthen each of our business segments by supporting the development of our data center capacity and the operation of our Bitcoin Mining fleet, expanding opportunities for implementing our proprietary power strategy, and positioning us to capitalize on supply chain efficiencies and electrical engineering services through our Engineering segment. We continue to operate our efficient Bitcoin Mining fleet at scale while we develop portions of our Facilities for data center use, realizing the benefits of being an owner and operator of our Facilities.
Prior to the 2024 halving event, shifts in strategy by prominent bitcoin miners focused on implementing vertically-integrated business models by investing in infrastructure, and upgrading and expanding fleets at their own facilities rather than renting out space from a third-party data center. Vertical integration provides additional control over operational outcomes as well as better management of any input costs such as power and overhead fees. Flexibility, and the ability to manage expenses, become increasingly important as the amount of competition on the bitcoin network expands and the block subsidy provided by the network decreases.
We anticipate continued competition and consolidation in the bitcoin mining industry. We are continuously evaluating opportunities which we may decide to undertake as part of our strategic growth initiatives; however, we can offer no assurances that any strategic opportunities which we decide to undertake will be achieved on the schedule or within the budget we anticipate, if at all, and our business and financial results may change significantly as a result of such strategic growth.
Grid Curtailment
The Public Utility Commission of Texas (“PUCT”), ERCOT, and Oncor Electric Delivery Company LLC (“Oncor”) collectively oversee the regulatory, administrative, and delivery aspects of our power supply in Texas. In Kentucky, MISO and Big Rivers Electric Corporation oversee our power supply at our Commerce site, and the Tennessee Valley Authority oversees the delivery and regulation of the power supply at our Blue Steel site. As the bitcoin mining industry has expanded in recent years, regulatory scrutiny on bitcoin mining facilities and their energy consumption has intensified accordingly.
As Texas’s grid operator, ERCOT is responsible for monitoring and testing market participants, including our Bitcoin Mining facilities at the Rockdale Facility and the Corsicana Facility, to evaluate their impact on grid reliability. As part of this process, ERCOT may issue curtailment notices to reduce the power usage at our Texas operations. Our Facilities in Texas are subject to periodic testing and monitoring and have experienced power curtailments in response to instructions we receive from Oncor and 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. See Part II, Item 1A. “Risk Factors” of this Quarterly Report.
Data Center Scrutiny and Regulation
Driven by the proliferation of energy-intensive applications such as bitcoin mining and HPC, demand for energy capacity continues to outpace supply. Data centers are increasingly scrutinized by federal, state, and local authorities due to concerns regarding energy
47
Table of Contents
consumption, land use, carbon emissions, water usage, environmental impacts, workforce, data-sovereignty considerations, and national-security-related issues. Regulators may impose new permitting requirements, energy-efficiency standards, carbon-reduction mandates, sustainability reporting rules, or operational restrictions specific to data centers, AI infrastructure, or high-density compute environments. Such regulations, particularly at the federal level or in the States of Texas and Kentucky, where our Facilities operate, could increase our capital expenditures, delay development timelines, limit expansion opportunities, or require costly modifications to existing infrastructure.
Tax abatement programs that have historically supported development, and specifically, data center development, are subject to increasing scrutiny as residents and policymakers reassess the associated economic benefits to their communities relative to perceived impacts on energy demand, utility costs, and natural resource consumption. In response, certain jurisdictions are becoming more selective in offering incentives or eliminating them altogether. Certain jurisdictions have implemented, or are considering implementing, temporary moratoriums or other restrictions on new data center development due to these concerns.
Texas Large Load Regulation
Texas legislators, regulators and state officials have recently taken several actions affecting large electrical loads in the ERCOT region, including bitcoin mining and data center facilities. The developments that we currently believe are most relevant to our operations and development plans are summarized below. See also Part II, Item 1A. “Risk Factors” of this Quarterly Report.
Interconnection standards. In 2025, the Texas legislature enacted Senate Bill 6 (“SB 6”), which, among other things, requires the PUCT and ERCOT to establish new interconnection requirements for large loads. In September 2026, the PUCT adopted final large load interconnection standards implementing SB 6 (PUCT Project No. 58481). The standards apply to new or expanded loads of 75 MW or more at a single site in the ERCOT region and require, among other things, a $100,000 study fee; financial security of $50,000 per MW of requested peak demand (or, upon execution of an interconnection agreement, the greater of that amount and allocated transmission upgrade costs); officer-attested technical disclosures; advance payment of direct interconnection costs; and minimum billing demand commitments. Posted security may be forfeited or applied if a project is withdrawn after transmission capacity is allocated or is not energized within 24 months of its scheduled energization date. ERCOT has also implemented a batch study process, announced in December 2025, under which large load interconnection requests are evaluated together on a portfolio basis. Following the initial study cycle (“Batch Zero”), ERCOT is conducting subsequent study cycles, the rules for which remain under development. The existing capacity at our Rockdale Facility and Corsicana Facility is already interconnected and energized. The additional MWs of capacity planned for the expansion of the Corsicana Facility was studied and approved by ERCOT under its prior large load interconnection process, are not subject to the Batch Zero study process, and are classified as base load. Any new site in Texas, or any other expansion that requires a new or modified interconnection, would be subject to these standards and would be studied in a later batch, which would require us to post financial security before interconnection and could extend our development timelines.
Audit and permitting directives. In August 2026, the Governor directed the PUCT and ERCOT to audit data center projects in ERCOT’s Batch Zero interconnection study and to deny interconnection to projects that fail to meet applicable requirements. On August 20, 2026, the PUCT granted ERCOT’s request for good cause exceptions to Batch Zero deadlines to allow time to complete the audit, which has delayed the Batch Zero study and the resulting capacity allocations. ERCOT expects to complete the audit in or around December 2026. Because the existing capacity at our Rockdale Facility and Corsicana Facility was already energized, it is not subject to the audit. On September 21, 2026, the Governor further directed the Texas Commission on Environmental Quality (“TCEQ”) to suspend the issuance of permits sought by data center projects pending completion of the audit and the Texas Water Development Board’s evaluation of the impact of data centers on municipal water supplies.
Water-use reporting. Texas officials have intensified enforcement of the Texas Water Development Board’s mandatory water-use survey requirements, and the Texas Office of the Attorney General (“OAG”) has opened an investigation into data center compliance with those requirements. We have completed the survey in each of the past two years and, to our knowledge, the investigation does not currently include the counties in which we operate.
Transmission cost allocation and curtailment. SB 6 requires the PUCT to amend its wholesale transmission cost-allocation rules by December 31, 2026. The PUCT is considering measures that could require large loads to bear a greater share of transmission upgrade costs, pay minimum demand charges based on contracted peak demand for a period of 20 years, and replace the current four coincident peak (“4CP”) cost-allocation methodology with a twelve coincident peak (“12CP”) methodology. Our participation in ERCOT’s 4CP Program reduces the transmission charges on our power bills in the following year. See “Strategic Goals and Initiatives—Power Strategy” above for further information. If the PUCT adopts a 12CP methodology, we expect our transmission-related charges to increase and the benefit of our 4CP-avoidance strategy to decline, which could increase our all-in power cost at
48
Table of Contents
our Texas facilities. SB 6 also requires ERCOT to ensure that utilities serving customers interconnected after December 31, 2025 develop protocols, including the installation of any necessary equipment before interconnection, to enable the curtailment of those loads during firm load-shed events. Because our existing Texas facilities were interconnected before that date, we believe these requirements should not apply to them; however, we may be subject to curtailment in the future pursuant to Interconnection Reliability Operating Limits (“IROLs”) if we are unable to utilize equipment that is sufficiently effective at enhancing grid reliability.
Grid stability requirements. ERCOT’s voltage and frequency ride-through requirements for large computational loads (Nodal Operating Guide Revision Request 282 and Nodal Protocol Revision Request 1308) became effective on August 1, 2026. These requirements establish frequency and voltage ride-through standards for certain large loads, subject to an exemption for loads that were operational, or had received ERCOT’s written approval to energize (or had signed an interconnection agreement, completed the required interconnection studies, posted required financial security, and provided the notice to proceed), on or before November 14, 2025. Our existing operations at the Rockdale Facility and Corsicana Facility qualify for this exemption. Expansion capacity that does not qualify for the exemption may require modifications to cooling equipment and associated electrical systems, and ERCOT is considering a separate NOGRR addressing cooling loads.
In addition, ERCOT, working with transmission service providers, manages the grid to stay within IROLs, which are system limits that, if exceeded, could lead to instability or cascading outages. Because large loads that are exempt from the ride-through requirements may trip offline during grid disturbances, ERCOT has grouped these loads by region, including in North and Central Texas, and established IROLs and mitigation plans for each group. Once a group’s aggregate consumption approaches its limit, ERCOT will activate a mitigation plan, after which each transmission service provider must keep its affected loads at or below an assigned “not to exceed” limit. Our Corsicana Facility is included in an IROL group, and its consumption could be capped or curtailed as other loads in the group increase their consumption, even if our own usage does not change. As of the date of this Quarterly Report, ERCOT has not activated a mitigation plan for this group.
See Part I, Item 1A. “Risk Factors” of the 2025 Annual Report and Part II, Item 1A. “Risk Factors” of this Quarterly Report for additional discussion regarding potential impacts that our competitive and evolving industry may have on our business.
Recent Events Affecting the Company
Global supply chain disruptions and inflationary pressures have, at times, resulted in delays to our miner delivery schedules, infrastructure development timelines, and the manufacturing and delivery schedules within our Engineering segment. These delays are primarily driven by constraints in the globalized supply chains for miners, specialized electrical distribution equipment, and construction materials. While we have to date effectively mitigated these delays without a material impact on our operations, there can be no assurance that we will be successful in mitigating such disruptions in the future.
The development and expansion of our Facilities require significant quantities of critical components that are currently in high demand and may be difficult to source. To mitigate the risks associated with supply chain volatility, increasing demand, and uncertainty arising from U.S. tariffs and retaliatory international tariffs, we have proactively procured and currently maintain a supply of essential electrical infrastructure components and construction materials. These strategic reserves are intended to support the expansion and data center development of the Corsicana Facility and Rockdale Facility, the expansion of our Kentucky Facility, and the maintenance of our existing systems, and to reduce our exposure to potential inflationary pricing and equipment delivery delays.
We sell the bitcoin we mine to fund our operations and data center development. During 2026, the decline and volatility in the market price of bitcoin reduced the value of our bitcoin production and holdings and required us to sell more bitcoin than previously anticipated to fund our operations and working capital needs. By developing data center capacity at our Facilities, we aim to reduce our direct exposure to bitcoin price fluctuations and establish a more stable, contracted revenue stream from data center leasing.
Results of Operations
Comparative Results for the Three Months Ended September 30, 2026 and 2025:
Revenue
Total revenue for the three months ended September 30, 2026 and 2025 was $181.4 million and $180.2 million, respectively. Total revenue consists of Bitcoin Mining revenue, Data Center revenue, Engineering revenue, and Other revenue. Other revenue consists
49
Table of Contents
almost entirely of residual activity related to our former Data Center Hosting bitcoin mining operations. See below for explanations of changes in revenue by operating segment.
Bitcoin Mining revenue was $116.0 million and $160.8 million for the three months ended September 30, 2026 and 2025, respectively. The decrease of $44.8 million was primarily due to lower bitcoin prices in the 2026 period, which averaged $70,855 per bitcoin, as compared to $114,361 per bitcoin for the 2025 period, partially offset by an increase in bitcoin production of 16.4% during the three months ended September 30, 2026 as compared to the same period in 2025, primarily due to a 15.7% increase in our average operating hash rate.
Data Center revenue of $18.4 million for the three months ended September 30, 2026 was attributable to leasing activity and associated tenant fit-out from the Amended AMD Lease. We began recognizing our Data Center operations as a reportable segment in the first quarter of 2026. Accordingly, there were no Data Center revenues for the three months ended September 30, 2025.
Engineering revenue was $47.0 million and $19.1 million for the three months ended September 30, 2026 and 2025, respectively. The increase was primarily attributable to strong third-party data center demand for custom electrical equipment. Our custom electrical products are used as important components in data center development and in power generation and distribution facilities. There continues to be significant third-party demand for these products due to the increased interest in data center construction, as well as growing worldwide demand for power.
Cost of revenue and operating expenses
The following table presents Cost of revenue for Bitcoin Mining:
Three Months Ended | ||||||
September 30, | ||||||
| 2026 | | 2025 | |||
Power | $ | 74,849 | $ | 82,370 | ||
Compensation | 5,258 | 4,801 | ||||
Insurance on miners | 882 | 1,462 | ||||
Ground and facility rent, water, and property tax | 5,887 | 3,604 | ||||
Other(1) | 2,064 | 3,528 | ||||
Total Bitcoin Mining cost of revenue | $ | 88,940 | $ | 95,765 | ||
| (1) | All amounts included within Other are individually insignificant. |
The decrease of approximately $6.8 million in Cost of revenue for Bitcoin Mining was primarily due to reduced power costs for the three months ended September 30, 2026, as compared to the same period in 2025, partially offset by increased power consumption due to the continued expansion at the Kentucky Facility. The expanded facility requires additional headcount and direct costs. Cost of revenue for Bitcoin Mining excludes depreciation and amortization, which are stated separately on our Condensed Consolidated Statements of Operations.
Data Center Cost of revenue was $11.2 million for the three months ended September 30, 2026, which was attributable to leasing costs and contract services for tenant-fit-out for the Amended AMD Lease. We began recognizing our Data Center operations as a reportable segment in the first quarter of 2026. Accordingly, there was no Data Center Cost of revenue for the three months ended September 30, 2025.
Cost of revenue for Engineering for the three months ended September 30, 2026 and 2025 was $40.0 million and $13.7 million, respectively, an increase of approximately $26.3 million. The costs consisted primarily of direct materials and labor, as well as indirect manufacturing costs. Consistent with the causes of increased Engineering revenue noted above, the increase was primarily due to increased costs and receipts of materials resulting in our ability to complete projects.
Selling, general, and administrative expenses for the three months ended September 30, 2026 and 2025 were $68.0 million and $69.8 million, respectively, a decrease of approximately $1.8 million. Selling, general, and administrative expenses consist of stock-based compensation, legal and professional fees, and other personnel and related costs. The decrease was primarily due to an $11.4 million decrease in stock-based compensation, partially offset by a $7.7 million increase in compensation expense, and a $0.7 million increase in legal and professional fees due to ongoing litigation. The remaining offsetting increase was due to other administrative costs necessary to support our growth.
50
Table of Contents
Depreciation and amortization for the three months ended September 30, 2026 and 2025 was $123.9 million and $82.9 million, respectively, an increase of approximately $41.0 million. The increase was primarily due to increases in miners deployed.
The change in fair value of bitcoin for the three months ended September 30, 2026 and 2025 consisted of gains of $171.9 million and $133.1 million, respectively, and includes realized gains (losses) on bitcoin sold during the period and unrealized gains (losses) to adjust our bitcoin held at the end of each period to fair value.
The change in fair value of our derivatives for the three months ended September 30, 2026 and 2025 was a loss of $26.3 million and a gain of $10.8 million, respectively, and was recorded to adjust the fair value of our PPAs, which were classified as derivatives 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 for the three months ended September 30, 2026 was primarily attributable to the average of the forward prices utilized in the discounted cash flow estimation models decreasing from $48.60 per MWh as of June 30, 2026 to $44.59 per MWh as of September 30, 2026. The gain recognized for the three months ended September 30, 2025 was primarily attributable to the average of the forward prices increasing from $53.31 per MWh as of June 30, 2025 to $55.90 per MWh as of September 30, 2025.
Power curtailment credits for the three months ended September 30, 2026 and 2025 were $24.7 million and $30.6 million, respectively, and represent sales of unused power under our PPAs and participation in ancillary services under ERCOT and MISO Demand Response Service 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 power grids, such as weather and global fuel costs.
Impairment of property and equipment of $18.5 million and $15.3 million during the three months ended September 30, 2026 and 2025, respectively, was from certain long-lead items previously included in Construction in progress, within Property and equipment, net on the Condensed Consolidated Balance Sheets, related to changes to planned expansions of our Rockdale Facility and Corsicana Facility. These items were deemed to be impaired as a result of our decision to instead expand those facilities for data center application purposes.
Other income (expense)
Interest income for the three months ended September 30, 2026 and 2025 was $5.6 million and $3.9 million, respectively. The increase was primarily due to an increase in average cash balances on deposit.
Interest expense for the three months ended September 30, 2026 and 2025 was $2.7 million and $8.1 million, respectively, and was primarily related to interest paid on our 2030 Notes, revolving lines of credit, and letters of credit. The decrease was primarily related to the capitalization of $7.2 million of incurred interest into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets, during the three months ended September 30, 2026. No incurred interest was capitalized during the three months ended September 30, 2025.
The gain on equity method investment – marketable securities for the three months ended September 30, 2025 was $28.9 million and was recognized to adjust the fair value of our equity method investment held at the end of each period. The equity method investment was sold in its entirety during the three months ended September 30, 2025.
Comparative Results for the Nine Months Ended September 30, 2026 and 2025:
Revenue
Total revenue for the nine months ended September 30, 2026 and 2025 was $522.9 million and $494.6 million, respectively. Total revenue consists of our Bitcoin Mining revenue, Data Center revenue, Engineering revenue, and Other revenue. Other revenue consists almost entirely of residual activity related to our former Data Center Hosting bitcoin mining operations. See below for explanations of changes in revenue by operating segment.
Bitcoin Mining revenue was $341.6 million and $444.5 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease of $102.9 million was primarily due to lower bitcoin prices in the 2026 period, which averaged $72,732 per bitcoin, as compared to $101,912 per bitcoin for the 2025 period, partially offset by an increase in bitcoin production of 7.7% due to an 18.0% increase in our average operating hash rate.
51
Table of Contents
Data Center revenue of $74.8 million for the nine months ended September 30, 2026 was attributable to leasing activity and associated tenant fit-out from the Amended AMD Lease. We began recognizing our new Data Center operations as a reportable segment in the first quarter of 2026. Accordingly, there were no Data Center revenues for the nine months ended September 30, 2025.
Engineering revenue was $106.5 million and $43.6 million for the nine months ended September 30, 2026 and 2025, respectively. The increase was primarily attributable to the strong third-party data center demand for custom electrical equipment. Our custom electrical products are used as important components in data center development and in power generation and distribution facilities. There continues to be significant third-party demand for these products due to the increased interest in data center construction, as well as growing worldwide demand for power.
Cost of revenue and operating expenses
The following table presents Cost of revenue for Bitcoin Mining:
Nine Months Ended | ||||||
September 30, | ||||||
| 2026 | | 2025 | |||
Power | $ | 220,665 | $ | 206,369 | ||
Compensation | 15,602 | 13,932 | ||||
Insurance on miners | 3,420 | 4,386 | ||||
Ground and facility rent, water, and property tax | 18,195 | 11,466 | ||||
Other(a) | 7,084 | 12,605 | ||||
Total Bitcoin Mining cost of revenue | $ | 264,966 | $ | 248,758 | ||
| (a) | All amounts included in Other are individually insignificant. |
The increase of approximately $16.2 million in Cost of revenue for Bitcoin Mining was primarily due to increased Bitcoin Mining capacity and power consumption due to the 125 MW of power capacity at the Rockdale Facility that was assumed in the settlement of litigation between the Company and Rhodium Encore LLC in April 2025 (the “Rhodium Settlement”) and the continued expansion at the Kentucky Facility. The expanded facilities require 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. In 2025, we acquired the Rockdale Facility land that was previously subject to a ground lease. As a result, ground rent was zero in 2026.
Data Center Cost of revenue was $58.7 million for the nine months ended September 30, 2026, which was attributable to leasing costs and contract services for tenant-fit-out for the Amended AMD Lease. We began recognizing our new Data Center operations as a reportable segment in the first quarter of 2026. Accordingly, there was no Data Center Cost of revenue for the nine months ended September 30, 2025.
Cost of revenue for Engineering for the nine months ended September 30, 2026 and 2025 was $85.1 million and $35.4 million, respectively, an increase of approximately $49.7 million. The costs consisted primarily of direct materials and labor, as well as indirect manufacturing costs. Consistent with the causes of increased Engineering revenue noted above, the increase was primarily due to increased costs and receipts of materials resulting in our ability to complete projects.
Selling, general, and administrative expenses for the nine months ended September 30, 2026 and 2025 were $226.2 million and $217.2 million, respectively, an increase of approximately $9.0 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 a $12.7 million increase in compensation expense, a $3.5 million increase in stock-based compensation, and a $2.4 million increase in IT related costs, partially offset by a $10.6 million decrease in legal fees due to recently ending or settling much of our outstanding litigation and a $4.9 million decrease in consulting expense. The remaining increase was due to other administrative costs necessary to support our growth.
Depreciation and amortization for the nine months ended September 30, 2026 and 2025 was $319.4 million and $244.1 million, respectively, an increase of approximately $75.3 million. The increase was primarily due to increases in miners deployed.
52
Table of Contents
The change in fair value of bitcoin for the nine months ended September 30, 2026 and 2025 was a loss of $229.4 million and a gain of $395.9 million, respectively, and includes realized gains (losses) on bitcoin sold during the period and unrealized gains (losses) to adjust our bitcoin held at the end of each period to fair value.
The change in fair value of our derivatives for the nine months ended September 30, 2026 and 2025 was a loss of $86.5 million and a gain of $9.9 million, respectively, and was recorded to adjust the fair value of our PPAs, which were classified as derivatives and measured at fair value. The loss incurred for the nine months ended September 30, 2026 was primarily attributable to the average of the forward prices utilized in the discounted cash flow estimation models decreasing from $55.70 per MWh as of December 31, 2025 to $44.59 per MWh as of September 30, 2026. The gain recognized for the nine months ended September 30, 2025 was primarily attributable to the average of the forward prices increasing from $51.98 per MWh as of December 31, 2024 to $55.90 per MWh as of September 30, 2025.
Power curtailment credits for the nine months ended September 30, 2026 and 2025 were $55.7 million and $46.7 million, respectively, and represent sales of unused power under our PPAs and participation in ancillary services under ERCOT and MISO Demand Response Service 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 power grids, such as weather and global fuel costs.
The change in fair value of contingent consideration was a gain of $17.6 million for the nine months ended September 30, 2025, as a result of the change in estimates for the potential earnout contingent consideration to the former sellers in the Block Mining Acquisition and the E4A Solutions Acquisition. For the nine months ended September 30, 2026, there was no change in the fair value of contingent consideration attributable to either the E4A Solutions Acquisition or the Block Mining Acquisition, which was settled during the three months ended September 30, 2026.
The loss on contract settlement of $158.1 million in 2025 was attributable to the Rhodium Settlement.
Impairment of property and equipment of $46.4 million and $15.3 million during the nine months ended September 30, 2026 and 2025, respectively, was from certain long-lead items previously included in Construction in progress, within Property and equipment, net on the Condensed Consolidated Balance Sheets, related to changes to planned expansions of our Rockdale Facility and Corsicana Facility. These items were deemed to be impaired as a result of our decision to instead expand those facilities for data center application purposes.
Other income (expense)
Interest income for the nine months ended September 30, 2026 and 2025 was $11.6 million and $10.7 million, respectively, and was earned from interest on cash balances held during the period. The increase was primarily due to an increase in average cash balances on deposit.
Interest expense for the nine months ended September 30, 2026 and 2025 was $8.1 million and $16.5 million, respectively, and was primarily related to interest paid on our 2030 Notes, revolving lines of credit, and letters of credit. The decrease was primarily related to the capitalization of $15.3 million of incurred interest into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets during the nine months ended September 30, 2026. No incurred interest was capitalized during the nine months ended September 30, 2025.
The loss on equity method investment – marketable securities for the nine months ended September 30, 2025 of $28.2 million was recognized to adjust the fair value of our equity method investment held at the end of each period. The equity method investment was sold in its entirety during the three months ended September 30, 2025.
Non-GAAP Measures
In addition to financial measures presented under 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. 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.
53
Table of Contents
We believe Adjusted EBITDA can be an important financial performance measure because it allows management, investors, and our board of directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period to period by making such adjustments. Additionally, Adjusted EBITDA is used as a performance metric for share-based compensation.
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.
The following table reconciles Adjusted EBITDA to Net income (loss), the most comparable GAAP performance measure:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Net income (loss) | $ | 4,034 | $ | 104,480 | $ | (733,613) | $ | 27,567 | ||||
Interest income |
| (5,622) |
| (3,919) |
| (11,558) |
| (10,650) | ||||
Interest expense | 2,748 | 8,052 | 8,053 | 16,453 | ||||||||
Income tax expense (benefit) |
| 73 |
| 1,685 |
| 259 |
| 2,442 | ||||
Depreciation and amortization |
| 123,921 |
| 82,929 |
| 319,439 |
| 244,052 | ||||
EBITDA |
| 125,154 |
| 193,227 |
| (417,420) |
| 279,864 | ||||
| |
| |
| |
| | |||||
Adjustments: |
| |
| |
| |
| | ||||
Stock-based compensation expense, net of amounts capitalized |
| 21,444 |
| 32,858 |
| 95,823 |
| 92,554 | ||||
Acquisition-related costs |
| — |
| — |
| — |
| 187 | ||||
Change in fair value of derivatives |
| 26,323 |
| (10,792) |
| 86,537 |
| (9,939) | ||||
Change in fair value of contingent consideration |
| — |
| 1 |
| — |
| (17,641) | ||||
Loss (gain) on equity method investment - marketable securities | — | (28,903) | — | 28,192 | ||||||||
Loss (gain) on sale of equipment |
| (32) |
| (2,742) |
| (32) |
| (2,263) | ||||
Casualty-related charges (recoveries), net | — | (47) | 3 | (166) | ||||||||
Loss on contract settlement | — | — | — | 158,137 | ||||||||
Gain on acquisition post-close dispute settlement | — | — | — | (26,007) | ||||||||
Impairment of property and equipment | 18,453 | 15,279 | 46,425 | 15,279 | ||||||||
Other (income) expense |
| (9) |
| (1,344) |
| (1,218) |
| (1,681) | ||||
Amortization of license fee revenue |
| — |
| (340) |
| — |
| (388) | ||||
Adjusted EBITDA | $ | 191,333 | $ | 197,197 | $ | (189,882) | $ | 516,128 | ||||
Liquidity and Capital Resources
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 holdings, borrowing against our credit facilities, and issuance of common stock under the ATM offering program.
During the nine months ended September 30, 2026, no shares were sold under the 2025 ATM Program. During the nine months ended September 30, 2025, we issued and sold approximately 16.1 million shares of our common stock under our ATM offering program for aggregate net proceeds (net of commissions and expenses) of $195.2 million.
During the nine months ended September 30, 2026, we sold 20,264 bitcoin for proceeds of approximately $1.5 billion. During the nine months ended September 30, 2025, we sold 2,762 bitcoin for proceeds of approximately $291.0 million. We monitor our balance sheet on an ongoing basis and evaluate the amount of bitcoin sold in consideration of our cash requirements for ongoing operations and expansion.
During the nine months ended September 30, 2026, we received $8.6 million in net proceeds (net of issuance costs) from borrowings under the $573 Million Credit Facility and repaid the $200.0 million outstanding under the $200 Million Credit Facility in full.
54
Table of Contents
During the nine months ended September 30, 2025, we received $251.9 million in net proceeds (net of repayments and issuance costs) from borrowings against our credit facilities.
As of September 30, 2026, $20.8 million of principal was outstanding under the $573 Million Credit Facility. The $573 Million Credit Facility matures on December 31, 2026 and is non-recourse to the Company, subject to certain customary exceptions. We expect to repay the $573 Million Credit Facility with the proceeds of long-term project financing, although there can be no assurance that such financing will be received on a timely basis, on acceptable terms, or at all.
As of September 30, 2026, we had net working capital of approximately $739.5 million, which included cash and cash equivalents of $669.1 million. We reported a net loss of $733.6 million during the nine months ended September 30, 2026, which included $446.1 million in non-cash net losses, primarily consisting of depreciation and amortization of $319.4 million, the loss from the change in fair value of bitcoin of $229.4 million, stock-based compensation of $95.8 million, the change in the fair value of derivatives of $86.5 million, and impairment of property and equipment of $46.4 million, partially offset by revenue recognized from bitcoin mined of $341.6 million.
Contractual Commitments and Obligations
As of September 30, 2026, we had a remaining commitment of approximately $0.8 million due to MicroBT for the contractual purchase of miners, which we expect to pay through the fourth quarter of 2026.
Revenue from Operations
Bitcoin Mining
We expect to generate ongoing revenue from bitcoin rewards in connection with our Bitcoin Mining operations and we will continue to evaluate our ability to liquidate bitcoin rewards at future values to generate cash to fund our operations and expansion.
Generating bitcoin rewards which exceed our production and overhead costs is critical to our ability to report profit margins from our Bitcoin Mining operations, although accounting for our reported profitability is increasingly complex. Furthermore, regardless of our ability to generate proceeds from the sale of our bitcoin produced from our Bitcoin Mining business, we may need to raise additional capital in the form of equity or debt to fund our operations and pursue our business strategy.
The ability to raise funds through the sale of equity, debt financings, or the sale of bitcoin to maintain our operations is subject to many risks and uncertainties and any future equity issuances or convertible debt offerings could result in dilution to our existing stockholders and any future debt or debt securities may contain covenants that limit our operations or ability to enter into certain transactions. Our ability to realize revenue through bitcoin production and successfully convert bitcoin into cash or fund overhead with bitcoin is subject to a number of risks, including regulatory, financial, and business risks, many of which are beyond our control. Additionally, we have observed significant historical volatility in the market price of bitcoin and, as such, future prices cannot be predicted.
Data Center
Data Center revenue is derived from lease income from the leasing of data center space and provisioning of power under long-term lease agreements, and the construction of assets to support tenants.
Lease rent and power reimbursement income is recognized on a monthly basis as costs are incurred and services are provided and revenue generated from providing tenant fit-out services is recognized using the percentage-of-completion method, whereby total costs incurred are divided by total costs expected to be incurred, which reflects progress towards completion of the performance obligation.
Customers are typically required to make monthly rent and power reimbursement payments as well as periodic tenant fit-out progress payments based on contractually agreed-upon milestones.
Engineering
Substantially all Engineering revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts. Revenue is recognized over time as performance creates or enhances an asset with no alternative use, and for which we
55
Table of Contents
have an enforceable right to receive compensation as defined under the contract. The length of time required to complete a custom product varies but is typically between four and 12 weeks.
Customers are typically required to make periodic progress payments based on contractually agreed-upon milestones.
If we are unable to generate sufficient revenue from our Bitcoin Mining, Data Center, or Engineering operations when needed or secure additional sources of funding, it may be necessary to significantly reduce our current rate of spending or explore other strategic alternatives.
ATM Equity Offerings
During 2025 and 2024, we offered and sold shares of our common stock through ATM Program offerings.
The following table sets forth shares sold and net proceeds received (net of sales commissions and expenses) from shares sold under our August 2024 ATM Program:
Nine Months Ended September 30, 2025 | |||||
Shares | Net Proceeds | ||||
August 2024 ATM Program | 16,076,733 | $ | 195,181 | ||
As of September 30, 2026, no shares had been sold under the 2025 ATM Program and all $500.0 million of our common stock remained available for issuance and sale pursuant to the 2025 ATM Program. For additional information regarding our ATM Program, see Note 13. Stockholders’ Equity.
Legal Proceedings
We have been named a defendant in several lawsuits, as more fully described in Note 16. Commitments and Contingencies.
Cash Flows
The following table presents a summary of our cash flows:
Nine months ended September 30, | |||||||
2026 | | 2025 | |||||
Net cash provided by (used in) operating activities | $ | (487,119) | $ | (467,400) | |||
Net cash provided by (used in) investing activities | $ | 1,209,706 | $ | 78,635 | |||
Net cash provided by (used in) financing activities | $ | (284,154) | $ | 443,821 | |||
Operating Activities
The $19.7 million increase in cash used in operating activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was attributable to an increase in Bitcoin Mining costs of revenue of $16.2 million, primarily driven by increased power costs, increased compensation costs of $12.7 million related to increased headcount to support our growth, and a one-time legal settlement cash payment of $20.0 million during the nine months ended September 30, 2026, partially offset by segment gross profit of $16.1 million from our new Data Center segment that commenced in 2026 and decreased legal fees of $10.6 million due to recently ending or settling much of our outstanding litigation.
Investing Activities
For the nine months ended September 30, 2026, net cash provided by investing activities was primarily attributable to proceeds from the sale of bitcoin of $1.5 billion, partially offset by payments of approximately $226.0 million for the purchase of property and equipment, including construction in progress, for our ongoing expansions and deposits paid for miners of approximately $48.2 million, with anticipated additional payments of $0.8 million to be made through the fourth quarter of 2026.
For the nine months ended September 30, 2025, net cash provided by investing activities was primarily attributable to proceeds from the sale of bitcoin of $291.0 million and proceeds of $106.1 million from the sale of marketable securities, partially offset by purchases and deposits paid for miners and purchases of property and equipment for our ongoing expansions, for which we paid approximately $138.1 million in deposits for the purchase of miners and other equipment, and payments of approximately $118.9 million for the purchase of property and equipment, and payments of $50.9 million for the purchase of land.
56
Table of Contents
Financing Activities
For the nine months ended September 30, 2026, net cash used in financing activities was $284.2 million. No cash was raised through the issuance of common stock during the period. The net cash used in financing activities was primarily attributable to the full repayment of the $200 Million Credit Facility, and $86.2 million in common shares repurchased to satisfy employee tax withholding obligations, partially offset by net borrowings of $8.6 million on the $573 Million Credit Facility.
For the nine months ended September 30, 2025, net cash provided by financing activities primarily consisted of total net proceeds of $251.9 million from our debt and net proceeds from our ATM Program offerings of $195.2 million.
As of September 30, 2026, we had approximately $674.5 million in total principal on our debt outstanding, consisting of $594.4 million under our 2030 Notes, $54.3 million under our revolving credit facilities, $20.8 million under the $573 Million Credit Facility, and $5.0 million under our note payable.
We have primarily financed our strategic growth through proceeds from the sales of bitcoin, issuance of our common stock through ATM Program offerings and various credit facilities, including project-level financing such as the $573 Million Credit Facility, and it is reasonably likely that we will continue to finance our ongoing growth similarly.
Critical Accounting Policies and Estimates
In preparing our financial statements in accordance with GAAP, there are certain accounting policies that may require a choice between acceptable accounting methods or may require substantial judgment or estimation in their application. The methods, estimates, and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our Condensed Consolidated Financial Statements. An accounting estimate is considered critical if both (i) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (ii) the impact within a reasonable range of outcomes of the estimates and assumptions is material to our Condensed Consolidated Financial Statements. These include: business combinations, valuation of the Rockdale PPA and the Corsicana PPA, long-lived assets, and stock-based compensation. We believe these and other accounting policies set forth in Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements should be reviewed as they are integral to understanding our results of operations and financial condition.
We have discussed the selection of critical accounting policies and the effect of estimates with the Audit Committee of our board of directors.
Business combinations
Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for property and equipment and contingent consideration, where applicable. Although we believe our assumptions and estimates have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Estimates used in determining the value of property and equipment included the estimated replacement costs, which included replacement cost new, remaining life, and effective age. Estimates primarily used in determining the value of the contingent consideration included the timing and probability of achieving milestones and discount rates.
Rockdale PPA and Corsicana PPA Valuations
The Rockdale PPA and the Corsicana PPA are accounted for as derivatives, the valuations of which are based on significant unobservable inputs, which include discounted cash flow estimation models containing quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the respective terms of the Rockdale PPA and the Corsicana PPA. Significant judgment and estimations are required when creating the discounted cash flow estimation models. Should our discounted cash flow estimation models change significantly, potentially material changes to the fair value of the derivatives may result, which could have a material impact on our financial statements.
See Note 8. Power Supply Agreements for a discussion of the unobservable inputs and their impact on the valuation.
57
Table of Contents
Long-Lived Assets
Long-lived assets are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Judgment is necessary in estimating our various assets’ useful lives. This includes evaluating our own usage experience with our currently owned assets, the quality of materials used in construction-related projects, and for our miners, the rate of technological advancement and market-related factors such as the price of bitcoin and the bitcoin network hash rate, which impact the value of the miners. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, which is determined based on a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Significant judgment is used when estimating future cash flows, particularly the price of bitcoin and the bitcoin network hash rate. If such assets are considered impaired, an impairment is recognized based on the amount by which the carrying amount exceeds the estimated fair value of the assets.
Should our estimates of useful lives, undiscounted future cash flows, or asset fair values change, additional, and potentially material impairments may be required, which could have a material impact on our reported financial results.
Stock-Based Compensation
Stock-based compensation expense related to share-based payment awards is measured at the grant date of the award and is estimated based on the fair market value of our common stock on the date of the grant. Compensation cost for performance-based, share-based payment awards is recognized over the performance period when achievement of the milestones and targets becomes probable. We use significant judgment in determining the likelihood of meeting milestones and market conditions. Inputs into valuation models such as Monte Carlo simulations include both the Company’s and the Russell 3000’s historical and expected annual volatilities, and depending on the inputs selected, we could calculate significantly different estimated grant date fair values, materially impacting the valuation of our stock-based awards and the stock-based compensation expense we recognize in future periods.
Recent Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements for a description of applicable recent accounting pronouncements and any material impact on our financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in our forward-looking statements. For more information regarding the forward-looking statements used in this section and elsewhere in this Quarterly Report, see the “Cautionary Note Regarding Forward-Looking Statements” at the forepart of this Quarterly Report.
The sensitivity analyses disclosed below provide only a limited, point-in-time view of the market risk of the financial instruments discussed. The actual impact of the respective underlying rates and price changes on the financial instruments may differ significantly from those shown in the sensitivity analyses.
Risks Regarding the Price of Bitcoin
We expect to continue to sell substantially all of the bitcoin we mine to fund our operations and data center development, and the price of bitcoin therefore directly affects our revenue and liquidity. As of September 30, 2026, we held 2,418 bitcoin recognized at a total fair value of $202.0 million.
The market price of bitcoin is highly volatile, and we cannot accurately predict future price movements. Fluctuations in bitcoin’s market value directly affect revenue generated from our mining operations. In addition, any decline in the fair value of the bitcoin we mine and hold for our account would be reflected in our financial statements as a charge against net income, which could have a material adverse effect on our results of operations and the market price for our securities.
58
Table of Contents
We manage our exposure to bitcoin price volatility by investing in energy-efficient miners and vertical integration, and by diversifying our revenue streams through our data center initiatives. Management regularly monitors market conditions and liquidity requirements to determine the timing of bitcoin sales and our capital expenditures.
The following table presents the impact of 10% changes in the price of bitcoin on our bitcoin holdings during the applicable period:
For the nine months ended September 30, 2026 | For the nine months ended September 30, 2025 | |||||||||||
| 10% Increase in | 10% Decrease in | 10% Increase in | 10% Decrease in | ||||||||
Price of Bitcoin | Price of Bitcoin | Price of Bitcoin | Price of Bitcoin | |||||||||
Increase/(Decrease) in Net Income | $ | 168,607 | $ | (168,607) | $ | 220,020 | $ | (220,020) | ||||
The decreased sensitivity to price changes in 2026 as compared to 2025 was primarily due to the sales and resulting decrease in our bitcoin holdings in 2026, and as of September 30, 2026, as compared to September 30, 2025.
Risk Regarding the Price of Commodities
Our operations are highly dependent on the availability and cost of electricity. Certain of our operating costs are subject to price fluctuations caused by the volatility of underlying commodity prices, including the cost of power used in our Bitcoin Mining and data center operations. We manage commodity price risk through PPAs and participation in energy demand-response programs that allow us to curtail operations and return capacity to the grid during periods of high demand. Management considers forward power prices, grid reliability requirements, and operational flexibility when determining the extent of its risk management strategy over power costs. While these strategies are intended to mitigate the impact of price volatility, significant increases in electricity costs or disruptions in power supply could still have a material adverse effect on our results of operations and financial condition.
The following table presents the hypothetical impact on our net income of 10% changes in the future power prices (taking into account the dates of maturity of our various fixed price PPAs) used to derive the fair value of the Rockdale PPA and the Corsicana PPA derivatives:
For the nine months ended September 30, 2026 | For the nine months ended September 30, 2025 | |||||||||||
| 10% Increase in | 10% Decrease in | 10% Increase in | 10% Decrease in | ||||||||
Future Power Prices | Future Power Prices | Future Power Prices | Future Power Prices | |||||||||
Increase/(Decrease) in Net Income | $ | 24,523 | $ | (24,523) | $ | 41,702 | $ | (41,702) | ||||
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2026. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding required disclosures. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Based on this evaluation, our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2026.
Changes in Internal Control
59
Table of Contents
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The information required by this Item is incorporated by reference to Note 16. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.
Item 1A. Risk Factors
Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows, and equity as set forth herein and in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report. Except as set forth below, there have been no material changes to the risk factors set forth in our 2025 Annual Report. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, financial condition, results of operations, cash flows, and equity.
The following risk factors supplement, and to the extent inconsistent, supersede, the risk factors previously disclosed in our 2025 Annual Report.
We depend on grid operators, electrical distribution providers, and regulators for access to power, and changes in the laws, rules, and market requirements applicable to large electrical loads could increase our costs, delay or prevent the interconnection of new capacity, or require us to curtail our operations.
Our access to power depends on our electrical distribution providers, grid operators, and regulators. In Texas, the PUCT, ERCOT, and Oncor oversee the regulatory, administrative, and delivery aspects of our power supply. In Kentucky, MISO and Big Rivers Electric Corporation oversee the power supply at our Commerce site, and the Tennessee Valley Authority oversees the power supply at our Blue Steel site. Scrutiny of the electricity consumption of bitcoin mining and data center facilities has intensified at the state and federal levels, including from the Federal Energy Regulatory Commission and the North American Electric Reliability Corporation (“NERC”). This scrutiny has led, and may continue to lead, to new measures that regulate, restrict, or increase the cost of electricity use by large loads such as our facilities.
In Texas, SB 6, enacted in 2025, and the rules adopted and proposed to implement it have changed, and continue to change, the terms on which large loads connect to and use the ERCOT grid. New or expanded large loads must now post significant financial security, pay study and direct interconnection costs in advance, make extensive technical disclosures, and commit to minimum billing demand, and may forfeit posted security if a project is withdrawn or is not energized on schedule. New large loads must also proceed through ERCOT’s batch study process, which has been delayed by a state-directed audit of data center projects, and further delays could postpone the energization of expansion capacity at our Texas facilities or of any new sites. In addition, SB 6 requires ERCOT to ensure that utilities serving customers interconnected after December 31, 2025 develop protocols, including the installation of any necessary equipment before interconnection, to enable the curtailment of those loads during firm load-shed events. SB 6 also requires the PUCT to revise its transmission cost-allocation rules by December 31, 2026. The PUCT is considering measures that could shift a greater share of transmission upgrade costs to large loads, impose long-term minimum demand charges, and replace the current 4CP methodology with a 12CP methodology. If adopted substantially as proposed, these measures could materially increase our transmission-related charges and reduce the benefit of the demand-response and 4CP-avoidance strategies on which we have historically relied. SB 6 further directs ERCOT and the PUCT to establish curtailment obligations for certain large loads during firm load-shed events and a reliability service under which ERCOT may direct large loads to reduce demand on short notice.
ERCOT has also adopted, and continues to develop, grid-stability requirements for large loads. Voltage and frequency ride-through requirements for large computational loads became effective on August 1, 2026. Although our existing operations qualify for an exemption from these requirements, expansion capacity may not qualify. In addition, ERCOT has established IROLs for regional groups of large loads and may limit the aggregate consumption of the loads within a group, which could require us to install additional equipment, modify cooling and electrical systems, or limit our equipment and facility design choices. Our Corsicana Facility is included in one of these groups, and its consumption could be capped or curtailed as other loads in the group increase their consumption, even if our own usage does not change. ERCOT and Oncor also periodically test and monitor our Texas facilities, and
60
Table of Contents
we have experienced curtailments in connection with those grid conditions. Any curtailment or interruption of power at our data center facilities could also adversely affect our ability to meet our obligations to our data center tenants.
At the federal level, new or revised NERC reliability standards, whether applied to our facilities directly or through our grid operators and electrical distribution providers, could impose additional technical, reporting, and compliance obligations. In addition, in August 2026, the President issued Executive Order 14421 addressing national security risks associated with certain foreign-produced electric equipment used in the bulk-power system, and the U.S. Department of Energy is considering how to implement it, including through potential procurement restrictions and requirements affecting existing equipment. Depending on how these measures are implemented and whether they apply to infrastructure serving our facilities, they could limit available suppliers, require us to mitigate or replace equipment, increase our costs, or delay the interconnection or expansion of our facilities.
If we cannot secure adequate electrical power on acceptable terms, whether due to reliability curtailments, new interconnection requirements, increased costs, or other regulatory constraints, we may be forced to reduce or shut down our operations or to delay or abandon the development of new capacity, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. For a discussion of recent regulatory developments in Texas, see Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Overview and Trends—Texas Large Load Regulation” of this Quarterly Report.
Increasing political and regulatory scrutiny of data centers in Texas could delay or prevent our data center development, increase our costs, and reduce the incentives available to our projects.
Texas state officials have taken a series of actions directed at data center development. In August 2026, the Governor directed the PUCT and ERCOT to audit data center projects in ERCOT’s interconnection process and to deny interconnection to projects that fail to meet applicable requirements. In September 2026, the Governor directed the TCEQ to suspend the issuance of permits sought by data center projects pending completion of that audit and a state evaluation of the impact of data centers on municipal water supplies. The Governor has also indicated that future permitting may be conditioned on, among other things, project sponsors bearing the full cost of dedicated grid infrastructure, reporting electricity and water usage, and complying with local setback ordinances, and has stated an intention to work with the Texas Legislature to eliminate tax exemptions and economic development incentives for data centers. In addition, Texas officials have intensified enforcement of mandatory water-use survey requirements, and the OAG has opened an investigation into data center compliance with those requirements.
Our future data center projects in Texas, including expansions of our existing facilities and any new sites, may require new or modified TCEQ permits or other approvals. These actions, and any similar measures adopted by state or local authorities in Texas or elsewhere, could delay or prevent those projects, increase our compliance and development costs, or reduce or eliminate tax abatements or other incentives on which the economics of our projects depend. Any failure to satisfy applicable reporting obligations could also expose us to enforcement proceedings and penalties and adversely affect our ability to obtain or maintain required permits.
In addition, the PUCT is litigating rulings of the OAG requiring disclosure, under the Texas Public Information Act, of certain facility-location information collected through the PUCT’s energy and water use survey of data centers and virtual currency mining facilities. Depending on the outcome of that litigation and of other public information requests, sensitive information about our facilities that we have submitted to regulators could become public, which could create competitive or security risks and increase our costs to protect that information.
We rely on third-party custodians to safeguard our bitcoin, and the loss, theft, or inaccessibility of bitcoin held in custody, or the failure or insolvency of a custodian, could have a material adverse effect on our liquidity, financial condition, and results of operations.
We currently hold our bitcoin with BitGo Bank & Trust, National Association (“BitGo”) and Coinbase Custody Trust Company, LLC (each, a “Custodian”). In October 2026, we transitioned custody of our bitcoin from NYDIG Trust Company LLC to BitGo. Transitions between custodians require the transfer of bitcoin between wallets and expose us to operational risks, including errors in transfer instructions, delays, and cybersecurity threats targeting assets in transit. Although our bitcoin is held in segregated custodial accounts for our benefit, our Custodians maintain only limited insurance coverage that is shared among their customers, may be modified or terminated without notice to us, and may be insufficient to cover our losses, and our bitcoin is not insured by us or protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
The treatment of digital assets held by a custodian in an insolvency, receivership, or similar proceeding is not fully settled. If a Custodian were to become insolvent, suffer a security breach, or otherwise fail to perform its obligations, our access to our bitcoin
61
Table of Contents
could be delayed or our bitcoin could be lost, and we may be required to self-custody our bitcoin until we are able to engage a replacement custodian, which would increase our exposure to theft, loss, and operational error. Any such event could adversely affect our ability to implement our Bitcoin Treasury Strategy and fund our operations and could have a material adverse effect on our liquidity, financial condition, and results of operations and the market price of our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents our repurchases of our common stock during the three months ended September 30, 2026:
| | Total Number | | Maximum | |||||
of Shares | Number of | ||||||||
Purchased as | Shares that | ||||||||
Total | Part of | May Yet Be | |||||||
Number of | Average | Publicly | Purchased | ||||||
Shares | Price Paid | Announced Plans | Under the Plans | ||||||
Period | Purchased (a) | per Share (b) | or Programs | or Programs | |||||
July 1, 2026 through July 31, 2026 | 4,096,470 | $ | 20.36 | N/A | N/A | ||||
August 1, 2026 through August 31, 2026 | - | - | N/A | N/A | |||||
September 1, 2026 through September 30, 2026 | 13,035 | 20.15 | N/A | N/A | |||||
Total | 4,109,505 | $ | 20.36 | | | ||||
| (a) | During the quarter ended September 30, 2026, pursuant to our 2019 Equity Incentive Plan, certain of our employees surrendered shares of common stock to us to satisfy statutory minimum federal and state tax obligations associated with the vesting of restricted stock awards. |
| (b) | The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum for federal and state tax obligations. |
Item 5. Other Information
10b5-1 Arrangements
During the three months ended September 30, 2026, except as set forth below, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K.
On
Corsicana Lease
On October 28, 2026, Riot Corsicana entered into the Corsicana Lease with the Frontier AI Lab. The Corsicana Lease became effective and binding on November 4, 2026, upon satisfaction of its conditions to effectiveness, which consisted of approval by the Company’s Board of Directors and approval of the technical specifications for the premises by Riot Corsicana’s third-party consultants.
Under the Corsicana Lease, Riot Corsicana will lease land, powered pads and related infrastructure at the Company’s Corsicana Facility to the Frontier AI Lab for the development and operation of a data center. The premises are expected to provide 910 MW of critical IT load capacity. Riot Corsicana expects to construct and deliver this capacity in three phases comprising a total of 40 blocks, with each phase delivered on a block-by-block basis, as follows:
| ● | Phase 1, consisting of Blocks 1 through 16 and a total of 400 MW of critical IT load capacity, with the first block targeted to commence on June 28, 2027 and the full phase targeted to commence on September 11, 2027; |
62
Table of Contents
| ● | Phase 2, consisting of Blocks 17 through 24 and a total of 200 MW of critical IT load capacity, with the first block targeted to commence on December 24, 2027 and the full phase targeted to commence on January 28, 2028; and |
| ● | Phase 3, consisting of Blocks 25 through 40 and a total of 310 MW of critical IT load capacity, with the first block and the full phase each targeted to commence on July 30, 2028. |
The initial term commences on the commencement date of the first block and expires on the last day of the calendar month in which the 15th anniversary of the commencement date of Phase 3 occurs, and the Frontier AI Lab has two options to extend the term for five years each. The Frontier AI Lab will pay base rent of $130.0 per kilowatt of critical IT load capacity per month for each delivered block of capacity, escalating 3% annually. The Corsicana Lease is a triple net lease, and the Frontier AI Lab will also bear taxes, insurance, site expenses and the cost of electricity consumed at the premises. Riot Corsicana is responsible, at its own cost, for constructing and delivering the power and site infrastructure and for operating and maintaining the power infrastructure during the term. Riot Corsicana will also reimburse the Frontier AI Lab for certain costs of the data center modules of up to $4.0 million per MW of critical IT power actually achieved, subject to Riot Corsicana obtaining financing on market terms reasonably acceptable to it. If that financing is not available after Riot Corsicana uses commercially reasonable efforts to obtain it, Riot Corsicana will instead provide rent credits that amortize that amount, plus interest at 12% per year, over the remainder of the initial term.
If Riot Corsicana delivers capacity more than 60 days late, the Frontier AI Lab is entitled to escalating rent credits, capped at 270 days of base rent for the undelivered blocks in the applicable phase. If a phase is not delivered within 270 days after its target date, the Frontier AI Lab may terminate the Corsicana Lease as to that phase on 30 days’ notice, subject to Riot Corsicana’s right to cure during that notice period; this deadline is extended for force majeure (for up to 365 days) and for delays caused by the Frontier AI Lab. Without the Frontier AI Lab’s consent, Riot Corsicana may not curtail the Frontier AI Lab’s power load (other than as mandatorily ordered by the utility or grid operator) or enroll the premises in voluntary demand response programs. Without the Frontier AI Lab’s consent, Riot Corsicana may not transfer the land to or undergo a change of control (including at the Company level) that would result in control by, certain restricted parties; if it does, the Frontier AI Lab’s remedies include terminating the Lease or purchasing Riot Corsicana’s interest in the premises at 95% of fair market value. The Corsicana Lease contains customary events of default. Riot Corsicana’s right to terminate the Lease is limited to uncured payment defaults and bankruptcy events.
There is no material relationship between the Company or any of its affiliates and the Frontier AI Lab, other than in respect of a leasing relationship.
The foregoing description of the Corsicana Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Corsicana Lease. The Company intends to file the Corsicana Lease as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2026, with certain portions omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
63
Table of Contents
Item 6. Exhibits
The following are incorporated by reference herein to the exhibit previously filed with the SEC at the location indicated below or are filed or furnished herewith as indicated below:
Exhibit | | Description | Location | |
2.1 | Plan of Merger, dated effective as of December 30, 2022, by and between Riot Blockchain, Inc. and Riot Platforms, Inc. | Exhibit 2.1 of the Current Report on Form 8-K filed January 3, 2023. | ||
3.1 | Articles of Incorporation filed September 19, 2017. | Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017. | ||
3.2 | Amendment to the Articles of Incorporation of Riot Blockchain, Inc. dated November 21, 2022. | Exhibit 3.1 of the Current Report on Form 8-K filed November 23, 2022. | ||
3.3 | Certificate of Amendment to the Articles of Incorporation of Riot Platforms, Inc. dated June 13, 2024. | Exhibit 3.1 of the Current Report on Form 8-K filed June 18, 2024. | ||
3.4 | Amended and Restated Bylaws effective March 26, 2026. | Exhibit 3.1 of the Current Report on Form 8-K filed April 1, 2026. | ||
3.5 | Articles of Merger between Bioptix, Inc. and Riot Blockchain, Inc. | Exhibit 3.1 of the Current Report on Form 8-K filed October 4, 2017. | ||
3.6 | Articles of Merger between Riot Blockchain, Inc. and Riot Platforms, Inc. | Exhibit 3.1 of the Current Report on Form 8-K filed January 3, 2023. | ||
10.1 †* | Credit Agreement, dated as of August 10, 2026, by and among Riot DC Logistics, LLC, as borrower, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent. | Filed herewith. | ||
31.1 | Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer (principal executive officer). | Filed herewith. | ||
31.2 | Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer (principal financial officer). | Filed herewith. | ||
32.1 | Section 1350 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer). | Furnished herewith. | ||
32.2 | Section 1350 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer). | Furnished herewith. | ||
101 | The following financial statements and notes from the Company’s Quarterly Report for the three and nine months ended September 30, 2026, are formatted in iXBRL (inline XBRL): (i) Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2026 and 2025; (iv) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, | Filed herewith. |
64
Table of Contents
2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025; and (vi) Notes to Condensed Consolidated Financial Statements. | ||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed herewith. |
†Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
* Certain schedules, exhibits, and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally to the SEC, upon request, a copy of any omitted schedule, exhibit, or appendix.
65
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 4, 2026 | RIOT PLATFORMS, INC. (Registrant) |
/s/ Jason Les | |
Jason Les | |
Chief Executive Officer (Principal Executive Officer) | |
/s/ Jason Chung | |
Jason Chung | |
Chief Financial Officer (Principal Financial Officer) |
66