Riot Platforms (RIOT) posts big H1 2026 loss while locking in $9.1B AI data lease
Rhea-AI Filing Summary
Riot Platforms, Inc. reported higher revenue but significantly weaker profitability for the quarter and six months ended June 30, 2026, while accelerating its transition toward large-scale data center leasing.
Total revenue for the quarter was $174.2 million, up from $153.0 million a year earlier, driven by new Data Center revenue of $23.2 million and Engineering growth, partly offset by lower Bitcoin Mining revenue. For the first half of 2026, revenue was $341.5 million.
Despite this, the company recorded a quarterly net loss of $237.2 million versus net income of $219.5 million in 2025, and a six‑month net loss of $737.6 million versus a $76.9 million loss a year earlier, largely due to a $401.3 million negative change in the fair value of bitcoin, higher depreciation, and a $28.0 million impairment on equipment reoriented from bitcoin mining to data center use.
Riot sold 9,665 bitcoin for proceeds of $732.5 million, reducing holdings to 11,380 bitcoin (carrying amount $666.0 million). Cash, cash equivalents, and restricted cash increased to $548.9 million. The company entered a long-term AMD data center lease and, subsequent to quarter-end, a 20‑year 191 MW AI data center lease expected to generate about $9.1 billion in base rent, supported by a non‑recourse $573.0 million project credit facility.
Positive
- New Data Center segment generated $56.4 million in revenue in the first half of 2026, establishing a recurring, non-mining income stream alongside Bitcoin Mining.
- The August 2026 AI Tenant Lease for 191 MW of critical IT load at Rockdale is expected to produce about $9.1 billion in base rent over a 20‑year term, providing substantial contracted future cash flows.
- Cash, cash equivalents, and restricted cash rose to $548.9 million at June 30, 2026, supported by $732.5 million of bitcoin sale proceeds, bolstering liquidity for data center build‑outs.
- Long-term AMD Lease and amendment cover up to 200 MW of potential critical IT load capacity at Rockdale, diversifying revenue with multi‑year lease commitments.
Negative
- Net loss for the first half of 2026 widened to $737.6 million from $76.9 million a year earlier, driven mainly by a $401.3 million negative bitcoin fair value adjustment and higher non‑cash expenses.
- Bitcoin holdings declined from 19,273 to 11,380 bitcoin during the first half, with realized losses on sales and exchanges totaling $113.2 million, reducing direct exposure to future bitcoin upside.
- Operating activities used $272.8 million of cash in the first half of 2026, indicating the underlying operations (including non‑cash bitcoin revaluation effects) did not fund the growth strategy.
- Total stockholders’ equity decreased from $2.86 billion to $2.19 billion over six months, reflecting cumulative losses and fair value impacts on bitcoin holdings.
Key Figures
Key Terms
critical IT load capacity technical
exahash per second technical
Four Coincident Peak program technical
Secured Overnight Financing Rate financial
performance-based stock awards financial
Level 3 on the fair value hierarchy financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did RIOT Platforms, Inc. (RIOT) perform financially in Q2 2026?
What were RIOT’s results for the first half of 2026?
How much bitcoin does RIOT hold as of June 30, 2026?
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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)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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(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:
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(Title of class) | (Trading Symbol) | (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).
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| 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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 7, 2026, the registrant had
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RIOT PLATFORMS, INC.
Page | ||
PART I - FINANCIAL INFORMATION | ||
Item 1. | Financial Statements (Unaudited) | 1 |
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | 1 | |
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 | 2 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025 | 3 | |
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 | 4 | |
Condensed Consolidated Statements of Cash Flows for the six months ended June 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 | 35 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 53 |
Item 4. | Controls and Procedures | 54 |
PART II - OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 54 |
Item 1A. | Risk Factors | 54 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 56 |
Item 5. | Other Information | 56 |
Item 6. | Exhibits | 57 |
Signatures | 59 | |
RIOT PLATFORMS, INC.
As used in this Quarterly Report on Form 10-Q for the quarterly period ended June 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; 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.
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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 (“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 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 (the “Securities Act”), 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.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Riot Platforms, Inc.
Condensed Consolidated Balance Sheets
(Unaudited; in thousands, except for share amounts)
June 30, 2026 | December 31, 2025 | |||||
ASSETS | | | | | ||
Current assets |
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Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Accounts receivable, net |
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Contract assets |
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Prepaid expenses and other current assets |
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Derivative assets, current portion | | | ||||
Total current assets |
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Property and equipment, net |
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Bitcoin | | | ||||
Restricted bitcoin | | | ||||
Deposits |
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Finite-lived intangible assets, net |
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Derivative assets, less current portion | | | ||||
Right-of-use assets | | | ||||
Goodwill | | | ||||
Other long-term assets |
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Total assets | $ | | $ | | ||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable | $ | | $ | | ||
Contract liabilities |
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Accrued expenses and other current liabilities | | | ||||
Contingent consideration liabilities, current portion |
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Current portion of debt | | | ||||
Operating lease liability, current portion |
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Total current liabilities |
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Operating lease liability, less current portion |
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Contingent consideration liabilities, less current portion |
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Debt, less current portion | | | ||||
Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies - Note 16 |
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Stockholders’ equity |
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Preferred stock, |
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Common stock, |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | | ||
See accompanying Notes to Condensed Consolidated Financial Statements.
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Riot Platforms, Inc.
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except for share and per share amounts)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Revenue: | | | | | ||||||||
Bitcoin Mining | $ | | $ | | $ | | $ | | ||||
Data Center | | — | | — | ||||||||
Engineering |
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Other |
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Total revenue |
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Costs and expenses: |
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Cost of revenue (excludes depreciation and amortization presented below): | ||||||||||||
Bitcoin Mining |
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Data Center | | — | | — | ||||||||
Engineering |
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Other |
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Acquisition-related costs |
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Selling, general, and administrative |
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Depreciation and amortization |
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Change in fair value of bitcoin | | ( | | ( | ||||||||
Change in fair value of derivatives |
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Power curtailment credits | ( | ( | ( | ( | ||||||||
Change in fair value of contingent consideration |
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Loss on contract settlement | — | | — | | ||||||||
Gain on acquisition post-close dispute settlement | — | ( | — | ( | ||||||||
Loss on sale/exchange of equipment | — | | — | | ||||||||
Casualty-related charges (recoveries), net | | ( | | ( | ||||||||
Impairment of property and equipment | | — | | — | ||||||||
Total costs and expenses |
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Operating income (loss) |
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Other income (expense): |
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Interest income | | | | | ||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Gain (loss) on equity method investment - marketable securities | — | | — | ( | ||||||||
Other income (expense) | | | | | ||||||||
Total other income (expense) |
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Net income (loss) before taxes |
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Current income tax benefit (expense) |
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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 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
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Riot Platforms, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited; in thousands)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 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.
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Riot Platforms, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited; in thousands, except for share amounts)
Three Months Ended June 30, 2026
| | | | Total | |||||||
Common Stock | Accumulated | stockholders’ | |||||||||
Shares | Amount | deficit | equity | ||||||||
Balance as of April 1, 2026 |
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Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding |
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Stock-based compensation |
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Net income (loss) |
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Balance as of June 30, 2026 |
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Three Months Ended June 30, 2025
| | | | Accumulated other | | Total | ||||||||
Common Stock | Accumulated | comprehensive | stockholders’ | |||||||||||
Shares | Amount | deficit | income (loss) | equity | ||||||||||
Balance as of April 1, 2025 |
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Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding |
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Issuance of common stock/At-the-market offering, net of offering costs |
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Stock-based compensation |
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Issuance of common stock for asset acquisition | | | — | — | | |||||||||
Net income (loss) |
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Other comprehensive income (loss) | — | — | — | ( | ( | |||||||||
Balance as of June 30, 2025 |
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Six Months Ended June 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 |
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Issuance of common stock/At-the-market offering, net of offering costs |
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Stock-based compensation |
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Net income (loss) |
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Balance as of June 30, 2026 |
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Six Months Ended June 30, 2025
Accumulated other | Total | |||||||||||||
Common Stock | Accumulated | comprehensive | stockholders' | |||||||||||
Shares | Amount | deficit | income (loss) | equity | ||||||||||
Balance as of January 1, 2025 |
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Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding |
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Issuance of common stock/At-the-market offering, net of offering costs |
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Stock-based compensation | — | | — | — | | |||||||||
Issuance of common stock for asset acquisition | | | — | — | | |||||||||
Net income (loss) | — | — | ( | — | ( | |||||||||
Other comprehensive income (loss) |
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Balance as of June 30, 2025 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
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Riot Platforms, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Six Months Ended | ||||||
June 30, | ||||||
2026 | | 2025 | ||||
Operating activities | | | | |||
Net income (loss) | $ | ( | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Stock-based compensation |
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Depreciation and amortization |
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Amortization of license fee revenue |
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Noncash lease expense |
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Amortization of debt issuance costs | | | ||||
Change in fair value of bitcoin | | ( | ||||
Change in fair value of derivatives |
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Change in fair value of contingent consideration |
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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 |
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Revenue recognized from bitcoin mined | ( | ( | ||||
Changes in assets and liabilities: |
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(Increase)/decrease in operating assets | ( | ( | ||||
Increase/(decrease) in operating liabilities | ( | | ||||
Net cash provided by (used in) operating activities |
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Investing activities |
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Acquisition of assets from Rhodium | — | ( | ||||
Deposits on equipment |
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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 |
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Purchases of right-of-use assets | — | — | ||||
Casualty-related recoveries (charges) | ( | | ||||
Net cash provided by (used in) investing activities |
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Financing activities |
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Proceeds from the issuance of common stock / At-the-market offering |
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Offering costs for the issuance of common stock / At-the-market offering |
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Proceeds from revolving credit facilities | — | | ||||
Repayments of revolving credit facilities | — | ( | ||||
Proceeds from credit facility | — | | ||||
Debt issuance costs | — | ( | ||||
Repurchase of common shares to pay employee withholding taxes |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash and cash equivalents and restricted cash |
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Cash and cash equivalents and restricted cash at beginning of period |
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Cash and cash equivalents and restricted cash at end of period | $ | | $ | | ||
See accompanying Notes to Condensed Consolidated Financial Statements.
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Riot Platforms, Inc.
Condensed Consolidated Statements of Cash Flows – Continued
(Unaudited; in thousands)
Six Months Ended June 30, | ||||||
2026 | | 2025 | ||||
Supplemental information: |
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Cash paid for interest, net of amounts capitalized | $ | | $ | | ||
Cash paid for taxes | $ | | $ | | ||
Non-cash transactions |
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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.
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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 both the long-term potential of bitcoin and the accelerating demand for power-intensive compute.
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
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 six months ended June 30, 2026, the Company and Advanced Micro Devices, Inc. (“AMD”) entered into a long-term data center lease agreement (the “AMD Lease”) and amendment to the AMD Lease (the “AMD Lease Amendment”) at the Rockdale Facility for the deployment of
In August 2026, the Company and a leading frontier AI lab, (the “Tenant”), entered into a long-term data center lease agreement (the “Tenant Lease”) at the Rockdale Facility for an initial 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.
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
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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, 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 result in accounts receivable, contract assets, and contract liabilities. A receivable is recorded at the invoice amount, net of an allowance for credit losses, in the period in which products or services are provided and when the right to consideration is unconditional. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts do not include a significant financing component. The Company assesses collectability based on several factors, including its past transaction history with the customer and the creditworthiness of the customer.
Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense.
A contract asset exists when products or provided 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.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 ensures that there are proper controls in place to ensure that 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 Consolidated Financial Statements and 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 the AMD Lease, 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
In April 2026, the Company entered into 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
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
to be delivered in May 2027. Under the AMD Lease Amendment, AMD holds a remaining balance of
Under the 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 AMD Lease and the AMD Lease Amendment. All associated costs incurred by the Company plus a margin will be reimbursable and paid by AMD.
The following table presents the components of the Company’s Data Center revenue for the three and six months ended June 30, 2026:
Three Months Ended | Six Months Ended | |||||
June 30, | June 30, | |||||
| 2026 |
| 2026 | |||
Operating lease revenue | $ | | $ | | ||
Variable lease revenue, including power reimbursement | | | ||||
Tenant fit-out reimbursement revenue | | | ||||
Total Data Center revenue | $ | | $ | | ||
The following table presents the Company’s future minimum operating lease payments to be received as of June 30, 2026. The table includes only base rent and excludes reimbursements and variable lease components:
Remainder of 2026 | $ | | |
2027 |
| | |
2028 | | ||
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total undiscounted lease payments | $ | |
Subsequent Tenant Lease
In August 2026, the Company entered into the Tenant Lease to provide
The Tenant Lease carries an initial term of
In August 2026, Riot DC Logistics LLC, a wholly owned subsidiary of the Company (the “Borrower”), entered into a $
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 4. Revenue from Contracts with Customers
Disaggregated revenue
Revenue disaggregated by reportable segment is presented in Note 18. Segment Information.
Contract assets
Contract assets are recognized as a result of incurring costs in excess of amounts billed on uncompleted Engineering contracts and uncompleted amounts related to Data Center tenant fit-out services. As of June 30, 2026, contract assets of $
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 June 30, 2026, contract liabilities of $
For the three months ended June 30, 2026 and 2025, the beginning balance of contract liabilities recognized as revenue was $
For the three months ended June 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 |
| $ | |
| $ | |
| $ | | $ | | |
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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 June 30, 2026 | | $ | | |||
The following reconciles Bitcoin and Restricted bitcoin as of June 30, 2026 to the amounts above: | ||||||
Bitcoin | | $ | | |||
Restricted bitcoin (a) | | $ | | |||
Total | | $ | | |||
Carrying value of bitcoin as of June 30, 2026 (b) | $ | | ||||
Realized gains (losses) on the sale or exchange of bitcoin for the three months ended June 30, 2026 (c) | $ | ( | ||||
Realized gains (losses) on the sale or exchange of bitcoin for the six months ended June 30, 2026 (c) | $ | ( | ||||
Revenue recognized from bitcoin mined for the three months ended June 30, 2026 | $ | | ||||
Change in fair value of bitcoin for the three months ended June 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 June 30, 2025 | | $ | | |||
The following reconciles Bitcoin and Restricted bitcoin as of June 30, 2025 to the amounts above: | ||||||
Bitcoin | | $ | | |||
Restricted bitcoin (a) | | $ | | |||
Total | | $ | | |||
Carrying value of bitcoin as of June 30, 2025 (b) | $ | | ||||
Realized gains on the sale or exchange of bitcoin for the three months ended June 30, 2025 (c) | $ | | ||||
Realized gains on the sale or exchange of bitcoin for the six months ended June 30, 2025 (c) | $ | | ||||
Revenue recognized from bitcoin mined for the three months ended June 30, 2025 | $ | | ||||
Change in fair value of bitcoin for the three months ended June 30, 2025 | $ | | ||||
| (a) | Restricted bitcoin is the Company’s bitcoin pledged as collateral for the Company’s $ |
| (b) | The carrying value of bitcoin is equal to the initial value of bitcoin as determined for revenue recognition purposes. |
| (c) | 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. |
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
All additions of bitcoin during the periods presented were the result of bitcoin generated by the Company’s Bitcoin Mining operations. All dispositions of bitcoin were the result of sales on the open market to fund Company operations and for compensation for certain employees.
Note 6. Property and Equipment
The following table presents the Company’s property and equipment:
| June 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 $
For the three months ended June 30, 2026 and 2025, depreciation expense related to property and equipment totaled $
Miners and mining equipment
As of June 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
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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 June 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 June 30, 2026 and 2025, amortization expense related to finite-lived intangible assets was $
The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of June 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 six months ended June 30, 2026 and 2025.
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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 June 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 June 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 bids among other market participants to sell ERCOT the ability to control the Company’s electrical load on demand. This requires
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 June 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 | Six Months Ended | |||||||||||||
June 30, | June 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, Riot 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 one of its locations in Kentucky. Pursuant to the Kentucky PPA, the Company has the ability, but not the obligation, to acquire up
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 | |||||||||
June 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 June 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 June 30, 2026 | $ | |
Corsicana PPA
As of June 30, 2026, the fair value of the Corsicana PPA was in a liability position of $
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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 June 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 June 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 June 30, 2026 | $ | | |
Security deposits: | |||
Balance as of January 1, 2026 | $ | | |
Additions | | ||
Deposits returned | ( | ||
Balance as of June 30, 2026 | | ||
Total long-term deposits | $ | |
Deposits on Equipment
During the six months ended June 30, 2026, the Company made deposits and advance payments of $
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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:
| June 30, | December 31, | ||||
2026 | 2025 | |||||
Property and equipment | $ | | $ | | ||
Power related costs |
| |
| | ||
Compensation | | | ||||
Insurance |
| |
| | ||
Sales and property tax payable | | | ||||
Interest | | | ||||
Legal settlement | — | | ||||
Other |
| |
| | ||
Total accrued expenses and other current liabilities | $ | | $ | | ||
Note 11. Debt
2030 Notes
The Company’s
For the three months ended June 30, 2026 and 2025, amortization of the deferred issuance costs was $
As of June 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 third quarter 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
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
Credit Facility have 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 June 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 June 30, 2026:
June 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 | $ | | ||
Total available capacity | $ | | ||
$20 Million Credit Facility
In August 2024, the Company entered into a
Concurrent with entry into the $20 Million Credit Facility, as required by the agreement, the Company pledged as security $
As of June 30, 2026, the Company had
For the three months ended June 30, 2026 and 2025, the Company recognized $
The following is a summary of borrowings under the $20 Million Credit Facility as of June 30, 2026:
June 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 |
| | % | |
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
$200 Million Credit Facility
On April 22, 2025, the Company entered into a $
Prior to April 22, 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 changed the interest incurred to a fixed annual rate equal to
As of June 30, 2026,
For the three and six months ended June 30, 2026, the Company recognized interest expense on the $200 Million Credit Facility of $
For the three and six months ended June 30, 2025, $
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 June 30, 2026:
Remainder of 2026 | $ | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total | $ | |
As of June 30, 2026, the note payable had an estimated fair value of approximately $
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
significant assumptions used to estimate fair value of the note as of June 30, 2026, primarily consisted of a discount rate range of
Note 12. Leases as Lessee
Operating Leases
As of June 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 June 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 June 30, 2026, 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 | | Six Months Ended | |||||||||
| June 30, | | June 30, | |||||||||
2026 | | 2025 | 2026 | | 2025 | |||||||
Finance lease cost: | ||||||||||||
Amortization of right-of-use assets | $ | | $ | — | $ | | $ | — | ||||
Operating lease cost | | | | | ||||||||
Variable lease cost |
| |
| |
| |
| | ||||
Total lease expense | $ | | $ | | $ | | $ | | ||||
The following table presents supplemental lease information:
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||||||
Operating leases net operating cash outflows | $ | | $ | | $ | | $ | | |||||||
Right-of-use assets exchanged for new operating lease liabilities | $ | | $ | — | $ | | $ | | |||||||
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 June 30, 2026:
Remainder of 2026 | $ | | |
2027 |
| | |
2028 | | ||
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total undiscounted lease payments |
| | |
Less present value discount |
| ( | |
Present value of lease liabilities | $ | |
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 13. Stockholders’ Equity
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 six months ended June 30, 2026, the increase of approximately
Subsequent Stock-Based Compensation Activity
During July 2026, approximately
At-the-Market Equity (“ATM”) Program
In December 2025, the Company established the 2025 ATM program, under which it could offer and sell up to $
During the six months ended June 30, 2026,
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 June 30, 2026, the Company had
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents the Company’s stock-based compensation expense by category:
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Performance-based stock awards and units | $ | | $ | | $ | | $ | | ||||
Service-based stock awards and units | | | | | ||||||||
Stock options | ( | | ( | | ||||||||
Total stock-based compensation, net of amounts capitalized | $ | | $ | | $ | | $ | | ||||
Capitalized stock-based compensation | | — | | — | ||||||||
Total stock-based compensation | $ | | $ | | $ | | $ | | ||||
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 (“TSR”) and the performance of the Russell 3000 Index (the “Index”), or annually based on the achievement of certain Company determined performance milestones.
The following table presents a summary of the activity of the performance-based RSAs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Shares | | Fair Value | ||
Balance as of January 1, 2026 | | $ | | ||
Granted | | $ | | ||
Vested | — | $ | — | ||
Forfeited | ( | $ | | ||
Balance as of June 30, 2026 | | $ | | ||
As of June 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 June 30, 2026 | | $ | | ||
As of June 30, 2026, there was approximately $
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 June 30, 2026 |
| | $ | | |
As of June 30, 2026, there was approximately $
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 June 30, 2026 |
| | $ | | |
As of June 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 June 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.
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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 June 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) | $ | | $ | | $ | — | $ | — | ||||
Restricted 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 June 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 June 30, 2026, the Company has paid approximately $
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 are eligible to earn an additional $
As of June 30, 2026, the Block Mining Acquisition contingent consideration had an estimated fair value of $
As of December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $
There were
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 June 30, 2026, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $
As of December 31, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $
There were
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
For the three and six months ended June 30, 2025, the change in fair value of the Company’s total contingent consideration was a gain of $
Contingencies
Legal Proceedings
The Company, and our 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. We cannot predict the final outcome of such proceedings. Where appropriate, we vigorously defend such claims, lawsuits, and proceedings. Some of these claims, lawsuits and proceedings seek damages, including direct, consequential, exemplary, and/or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by our insurance program. We maintain property and various types of liability insurance in an effort to protect ourselves from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and we maintain a retention or deductible associated with such insurance, we 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 by us 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 we disclose the range of possible loss. Costs related to the defense of such claims are recorded by us 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, we do not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits, and proceedings to which we are 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.
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Legacy Hosting Customer Disputes
SBI
On April 5, 2023, SBI Crypto Co., Ltd. (“SBI”) filed a complaint in the United States District Court for the Western District of Texas (Case No. 6:23-cv-252), which it later amended, against Whinstone alleging breach of contract, fraud, and negligent bailment claims related to a colocation services agreement between Whinstone and SBI that was terminated in 2021. On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023. On November 25, 2024, Whinstone asserted counterclaims for breach of contract and fraudulent inducement. SBI attempted to update its alleged damages to over $
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 $
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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 | Six Months Ended | |||||||||||
June 30, | June 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 | — | | — | — | ||||||||
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 | Six Months Ended | |||||||||||
June 30, | June 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 (loss) to assess the performance of, manage the operations of, and allocate capital and operational resources to the
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 June 30, 2026
Bitcoin Mining | Data Center | Engineering | Total | |||||||||
Revenue from external customers | $ | | $ | | $ | | $ | | ||||
Intersegment revenue | — | — | | | ||||||||
Segment revenue | | | | | ||||||||
Reconciliation of revenue | ||||||||||||
Other revenue(a) | — | |||||||||||
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(b) | | | | | ||||||||
Segment gross profit (loss) | $ | | $ | | $ | | $ | | ||||
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Three Months Ended June 30, 2025 (c)
Bitcoin Mining | Engineering | Total | ||||||||||
Revenue from external customers | $ | | $ | | $ | | ||||||
Intersegment revenue | — | | | |||||||||
Segment revenue | | | | |||||||||
Reconciliation of revenue | ||||||||||||
Other revenue(a) | | |||||||||||
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(b) | | | | |||||||||
Segment gross profit (loss) | $ | | $ | | $ | | ||||||
Six Months Ended June 30, 2026
Bitcoin Mining | Data Center | Engineering | Total | |||||||||
Revenue from external customers | $ | | $ | | $ | | $ | | ||||
Intersegment revenue | — | — | | | ||||||||
Segment revenue | | | | | ||||||||
Reconciliation of revenue | ||||||||||||
Other revenue(a) | — | |||||||||||
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(b) | | | | | ||||||||
Segment gross profit (loss) | $ | | $ | | $ | | $ | | ||||
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Riot Platforms, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Six Months Ended June 30, 2025 (c)
Bitcoin Mining | Engineering | Total | ||||||||||
Revenue from external customers | $ | | $ | | $ | | ||||||
Intersegment revenue | — | | | |||||||||
Segment revenue | | | | |||||||||
Reconciliation of revenue | ||||||||||||
Other revenue(a) | | |||||||||||
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(b) | | | | |||||||||
Segment gross profit (loss) | $ | | $ | | $ | | ||||||
| (a) | 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). |
| (b) | For each reportable segment, the other segment items category primarily consists of: |
| (c) | The Company recognized its new Data Center operations as a reportable segment for the three and six months ended June 30, 2026. Accordingly, for the three and six months ended June 30, 2025, the Data Center segment is omitted from the table because there was |
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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 June 30, | Six Months Ended June 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 | ( |
| ( | ( | ( | |||||||
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 six months ended June 30, 2025, and is therefore not included in the total for segment gross profit (loss). |
Concentrations
For the three and six months ended June 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 Company’s AMD lease each contributed more than 10% of the Company’s total consolidated revenue.
For the three and six months ended June 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 six months ended June 30, 2026 and 2025, Bitcoin Mining power was primarily obtained from ERCOT.
For the three and six months ended June 30, 2026, Data Center power was entirely obtained from ERCOT.
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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 Annual Report on Form 10-K for the year ended December 31, 2025.
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 six months ended June 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 both the long-term potential of bitcoin and the accelerating demand for power-intensive compute.
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 at our Facilities, and non-mining Data Center operations at our Rockdale 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 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 Bitcoin Mining and other high-density compute workloads upon full build-out. The Kentucky Facility currently provides approximately 192 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.
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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. We have completed our basis of design for our standard data center build and have initiated development of our first core & shell 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 the lessee’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 Tenant 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 Tenant Lease has an initial term of 20 years and includes provisions for two successive five-year renewal terms at the option of the lessee. Immediate funding of long-lead procurement items will be provided by the $573 Million Credit Facility with Morgan Stanley.
Business Segments
Bitcoin Mining
During the six months ended June 30, 2026, we continued to deploy miners across all our Facilities, with the objective of improving our operational efficiency and performance. As of June 30, 2026, we had a total deployed hash rate capacity of 44.4 EH/s, as compared to 38.5 EH/s as of December 31, 2025, an increase of 15.3%.
During the six months ended June 30, 2026, we mined 3,060 bitcoin, reflecting an increase of 104 bitcoin compared to the 2,956 bitcoin mined during the six months ended June 30, 2025. The increase was primarily due to our increased average operating hash rate and significantly improved operational efficiency, partially offset by increases in the global network hash rate.
For the six months ended June 30, 2026 and 2025, Bitcoin Mining revenue was $225.6 million and $283.7 million, respectively. The decrease of $58.1 million was primarily due to lower bitcoin prices during the 2026 period, which averaged $73,736 per bitcoin, as compared to $95,991 per bitcoin for the 2025 period. The decrease was partially offset by a 19.5% increase in our average operating hash rate, which increased from 30.8 EH/s during the six months ended June 30, 2025, to 36.8 EH/s during the six months ended June 30, 2026, and the increase in bitcoin production.
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.
Our bitcoin custodian and brokerage services relationships are non-exclusive, and we may change our custodian and brokerage relationships at any time. 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 our custodians, NYDIG Trust Company LLC and Coinbase, Inc., on behalf of itself and Coinbase Custody Trust Company, LLC,
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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.
Operating Metrics
The following table presents our key operating metrics:
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Bitcoin Mining hash rate, average operating (EH/s)(1) | ||||||||||||
Rockdale Facility | 14.5 | 13.1 | 14.3 | 13.1 | ||||||||
Corsicana Facility | 15.5 | 14.1 | 15.4 | 14.5 | ||||||||
Kentucky Facility | 7.2 | 4.5 | 7.1 | 3.2 | ||||||||
Combined Bitcoin Mining hash rate, average operating | 37.2 | 31.7 | 36.8 | 30.8 | ||||||||
All-in power cost (cents/kilowatt-hour)(2) | ||||||||||||
Rockdale Facility | 3.5 | 3.6 | 3.3 | 3.7 | ||||||||
Corsicana Facility | 3.2 | 3.5 | 2.9 | 3.5 | ||||||||
Kentucky Facility | 5.2 | 3.2 | 4.5 | 3.9 | ||||||||
Combined all-in power cost | 3.6 | 3.5 | 3.3 | 3.6 | ||||||||
June 30, | ||||||||||||
| | 2026 | | 2025 | ||||||||
Bitcoin Mining hash rate, deployed (EH/s)(1) | ||||||||||||
Rockdale Facility | 17.4 | 15.0 | ||||||||||
Corsicana Facility | 16.6 | 15.7 | ||||||||||
Kentucky Facility | 10.5 | 4.7 | ||||||||||
Combined Bitcoin Mining hash rate, deployed | 44.4 | 35.4 | ||||||||||
Developed power capacity (MW)(3) | ||||||||||||
Rockdale Facility | 700 | 700 | ||||||||||
Corsicana Facility | 400 | 400 | ||||||||||
Kentucky Facility | 192 | 65 | ||||||||||
Total power capacity | 1,292 | 1,165 | ||||||||||
| (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. |
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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 | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | | 2025 | |||||||||||
Cost of power for self-mining operations | $ | 73,499 | $ | 62,170 | $ | 145,816 | $ | 123,999 | ||||||||
Other direct cost of revenue for self-mining operations(1)(2), excluding bitcoin miner depreciation |
| 15,765 |
| 16,005 |
| 30,210 |
| 28,994 | ||||||||
Cost of revenue for self-mining operations, excluding bitcoin miner depreciation |
| 89,264 |
| 78,175 |
| 176,026 |
| 152,993 | ||||||||
Less: power curtailment credits(3) |
| (10,054) |
| (8,313) |
| (31,077) |
| (16,114) | ||||||||
Cost of revenue for self-mining operations, net of power curtailment credits, excluding bitcoin miner depreciation | 79,210 | 69,862 | 144,949 | 136,879 | ||||||||||||
Bitcoin miner depreciation(4)(5) | 64,622 | 60,252 | 140,708 | 117,314 | ||||||||||||
Cost of revenue for self-mining operations, net of power curtailment credits, including bitcoin miner depreciation | $ | 143,832 | $ | 130,114 | $ | 285,657 | $ | 254,193 | ||||||||
| |
| |
| |
| | |||||||||
Quantity of bitcoin mined |
| 1,587 | 1,426 |
| 3,060 |
| 2,956 | |||||||||
Production value of one bitcoin mined(6) | $ | 71,667 | $ | 98,800 | $ | 73,736 | $ | 95,991 | ||||||||
Cost to mine one bitcoin, excluding bitcoin miner depreciation | $ | 49,912 | $ | 48,992 | $ | 47,369 | $ | 46,305 | ||||||||
Cost to mine one bitcoin, excluding bitcoin miner depreciation, as a % of production value of one bitcoin mined |
| 69.6 | % | 49.6 | % |
| 64.2 | % |
| 48.2 | % | |||||
Cost to mine one bitcoin, including bitcoin miner depreciation | $ | 90,631 | $ | 91,244 | $ | 93,352 | $ | 85,992 | ||||||||
Cost to mine one bitcoin, including bitcoin miner depreciation, as a % of production value of one bitcoin mined | 126.5 | % | 92.4 | % | 126.6 | % | 89.6 | % | ||||||||
| (1) | Other direct cost of revenue includes compensation, insurance, repairs, and ground lease rent and related property tax. |
| (2) | For the three months ended June 30, 2026 and 2025, we paid cash of $25.2 million and $71.3 million, respectively, and for the six months ended June 30, 2026 and 2025, we paid cash of $48.7 million and $92.3 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 to participate in ERCOT’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. |
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| (5) | The following table presents the future depreciation expense of all of our bitcoin miners: |
Remainder of 2026 | $ | 133,593 | |
2027 |
| 219,902 | |
2028 |
| 99,312 | |
2029 | 19,258 | ||
Total | $ | 472,065 |
| (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 $795.2 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 following 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 six months ended June 30, 2026, Bitcoin Mining revenue was approximately $113.7 million and $225.6 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 |
| 3,060 |
| 225,631 | |
Change in bitcoin receivable |
| (2) |
| 321 | |
Proceeds from sale of bitcoin |
| (9,665) |
| (732,461) | |
Exchange of bitcoin for employee compensation |
| (18) |
| (1,618) | |
Change in fair value of bitcoin |
| — |
| (401,276) | |
Balance as of June 30, 2026 |
| 11,380 | $ | 666,038 | |
The following reconciles Bitcoin and Restricted bitcoin as of June 30, 2026 to the amounts above: | |||||
Bitcoin | 5,559 | $ | 325,370 | ||
Restricted bitcoin(a) | 5,821 | 340,668 | |||
Total | 11,380 | $ | 666,038 | ||
Quantity | Amounts | ||||
Balance as of January 1, 2025 |
| 17,722 | $ | 1,654,468 | |
Revenue recognized from bitcoin mined |
| 2,956 |
| 283,748 | |
Change in bitcoin receivable | — | (272) | |||
Proceeds from sale of bitcoin |
| (1,371) |
| (131,802) | |
Exchange of bitcoin for employee compensation |
| (34) |
| (3,334) | |
Change in fair value of bitcoin |
| — |
| 262,772 | |
Balance as of June 30, 2025 |
| 19,273 | $ | 2,065,580 | |
The following reconciles Bitcoin and Restricted bitcoin as of June 30, 2025 to the amounts above: | |||||
Bitcoin | 15,973 | $ | 1,711,908 | ||
Restricted bitcoin(a) | 3,300 | 353,672 | |||
Total | 19,273 | $ | 2,065,580 | ||
| (a) | Restricted bitcoin is the Company’s bitcoin pledged as collateral for the $200 Million Credit Facility. See Note 11. Debt for more information. |
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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 six months ended June 30, 2026, Data Center revenue was approximately $23.2 million and $56.4 million, respectively, reflecting leasing activity and associated tenant fit-out attributable to the 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 allows us to explore new methods to optimize and develop best-in-class Bitcoin Mining operations and has been instrumental in the development of our industrial-scale immersion-cooled Bitcoin Mining hardware. The vertical integration of our Engineering division gives us additional strength and security in developing and deploying our Data Center build-outs. Our Data Center business is able to leverage Engineering’s market specific expertise for best-in-class design as well as 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 six months ended June 30, 2026, Engineering revenue was approximately $37.3 million and $59.5 million, respectively.
Strategic Goals and Initiatives
Bitcoin Treasury Strategy
Our investment strategy regarding our bitcoin (“Bitcoin Treasury Strategy”) is designed to balance long-term value appreciation with operational flexibility and liquidity management. We selectively sell or leverage portions of our bitcoin holdings, and may continue to do so in the future, to fund operational needs, capital expenditures, and strategic initiatives, particularly when market conditions present opportunistic pricing above predetermined thresholds that we believe maximize shareholder value.
This approach enables us to realize value from our bitcoin holdings to support our liquidity profile and fund business growth. We believe this strategy enhances our operational stability, supports our liquidity profile, and provides the financial flexibility necessary to execute on our business plan and meet our capital allocation objectives.
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:
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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 Demand Response Service Programs’ Credits, 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 | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Manual curtailment power credits | $ | 7,361 | $ | 6,646 | $ | 28,293 | $ | 13,676 | ||||
Demand response power credits | 2,693 | 1,667 | 2,784 | 2,438 | ||||||||
Total power curtailment credits | $ | 10,054 | $ | 8,313 | $ | 31,077 | $ | 16,114 | ||||
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:
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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. 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 United States established the United States Bitcoin Strategic Reserve, which currently holds the largest bitcoin reserve in the world, solidifying bitcoin as a mainstream financial asset and alternative source of value to fiat currency.
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 and the first half of 2026, the industry continued to grow, though at a slower pace due to increased network difficulty during 2025 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 continued to intensify 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.
We have observed that when the market price for bitcoin experiences sustained increases, new miners are introduced onto the bitcoin network, contributing to an increase in the global network hash rate. Our hash rate grew by approximately 15.3% from December 31, 2025 to June 30, 2026, and the number of bitcoin we mined during the same period increased, offsetting the increase in the global network hash rate as compared to the same period in 2025.
Accordingly, as the global network hash rate continues to rise, miners must scale their operations to maintain or improve their share of mining rewards. In response, we have made investments in electricity supply and distribution infrastructure and are focused on other strategic growth opportunities that enhance our long-term competitiveness. Further, we have adopted new and improved technology to increase both our mining power and efficiency, including our industrial-scale adoption of immersion cooling and our strategic acquisitions of large quantities of the latest powerful and efficient miners available.
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 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.
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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 current Rockdale Facility, developing the Corsicana Facility, expanding the Kentucky Facility, and integrating our acquisitions, including the Kentucky Facility and E4A Solutions. Management believes that vertical integration will strengthen each of our business segments by providing increased capacity for our Bitcoin Mining operations, 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 focus on deploying our efficient Bitcoin Mining fleet, at scale, while realizing the benefits of being an owner and operator of our Bitcoin Mining 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, becomes increasingly important as the amount of competition on the bitcoin network expands and the subsidy in bitcoin provided by the network contracts decreases.
We anticipate the bitcoin network will continue to see increased competition and consolidation in the bitcoin mining industry. Further, given our relative position and liquidity, we believe we are well positioned to benefit from such consolidation. 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 oversees our power supply. As the bitcoin mining industry has expanded in recent years, regulatory scrutiny on bitcoin mining facilities and their energy consumption has intensified accordingly.
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, which would have a material adverse effect on our business, prospects, financial condition, and operating results.
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 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.
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See Part I, Item 1A. “Risk Factors” of the 2025 Annual 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 effectively mitigated these delays, 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 our bitcoin to fund operations. During 2026, we have experienced an impact from the recent volatility and downward trend in the market price of bitcoin, which has reduced the purchasing power of our bitcoin holdings. This decline may necessitate the sale of a greater volume of our bitcoin than previously anticipated to generate the liquidity required to fund our ongoing operations and working capital needs. By diversifying our infrastructure to support broader data services, we aim to mitigate our direct exposure to cryptocurrency price fluctuations and establish a more stable, diversified revenue stream centered on digital infrastructure.
Results of Operations
Comparative Results for the Three Months Ended June 30, 2026 and 2025:
Revenue
Total revenue for the three months ended June 30, 2026 and 2025 was $174.2 million and $153.0 million, respectively. Total revenue consists of 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 $113.7 million and $140.9 million for the three months ended June 30, 2026 and 2025, respectively. The decrease of $27.2 million was primarily due to higher bitcoin prices in the 2025 period, which averaged $98,800 per bitcoin, as compared to $71,667 per bitcoin for the 2026 period, offset by an increase in Bitcoin production of 11.3% during the three months ended June 30, 2026 compared to the same period in 2025, primarily due to a 17.4% increase in average operating hash rate.
Data Center revenue of $23.2 million for the three months ended June 30, 2026 was attributable to leasing activity and associated tenant fit-out from the 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 June 30, 2025.
Engineering revenue was $37.3 million and $10.6 million for the three months ended June 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.
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Cost of revenue and operating expenses
The following table presents Cost of revenue for Bitcoin Mining:
Three Months Ended | ||||||
June 30, | ||||||
| 2026 | | 2025 | |||
Power | $ | 73,499 | $ | 62,170 | ||
Compensation | 5,299 | 4,686 | ||||
Insurance on miners | 1,076 | 1,462 | ||||
Ground rent and related water and property tax | 6,652 | 5,719 | ||||
Other(1) | 2,738 | 4,139 | ||||
Total Bitcoin Mining cost of revenue | $ | 89,264 | $ | 78,175 | ||
| (1) | All amounts included within Other are individually insignificant. |
The increase of approximately $11.1 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.
Data Center Cost of revenue was $16.7 million for the three months ended June 30, 2026, which was attributable to leasing costs and contract services for tenant-fit-out for the 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 June 30, 2025.
Cost of revenue for Engineering for the three months ended June 30, 2026 and 2025 was $27.0 million and $9.9 million, respectively, an increase of approximately $17.1 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 receipts of materials resulting in our ability to complete projects.
Selling, general, and administrative expenses for the three months ended June 30, 2026 and 2025 were $82.0 million and $75.9 million, respectively, an increase of approximately $6.1 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 $5.4 million increase in stock-based compensation, a $4.8 million increase in compensation expense, and a $2.2 million increase in other costs to support our ongoing growth, partially offset by a $6.3 million decrease in legal and professional fees due to recently ending or settling much of our outstanding litigation.
Depreciation and amortization for the three months ended June 30, 2026 and 2025 was $97.8 million and $83.2 million, respectively, an increase of approximately $14.6 million. The increase was primarily due to increases in miners deployed.
The change in fair value of bitcoin for the three months ended June 30, 2026 and 2025 was a loss of $74.6 million and a gain of $470.8 million, respectively, and was recognized to adjust the fair value of our bitcoin held at the end of each period.
The change in fair value of our derivatives for the three months ended June 30, 2026 and 2025 was a loss of $8.4 million and $42.7 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 June 30, 2026 was primarily attributable to the average of the forward prices utilized in the discounted cash flow estimation models decreasing from $49.12 per MWh as of March 31, 2026 to $48.60 per MWh as of June 30, 2026. The loss recognized for the three months ended June 30, 2025 was primarily attributable to the average of the forward prices decreasing from $55.41 per MWh as of March 31, 2025 to $53.31 per MWh as of June 30, 2025.
Power curtailment credits for the three months ended June 30, 2026 and 2025 were $10.1 million and $8.3 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.
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The change in fair value of contingent consideration was a loss of $9.4 million for the three months ended June 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 three months ended June 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.
The loss on contract settlement of $158.1 million in 2025 was attributable to the Rhodium Settlement.
Impairment of property and equipment of $28.0 million during the three months ended June 30, 2026, 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 the planned expansion of the Rockdale Facility for bitcoin mining purposes. These items were deemed to be impaired as a result of our decision to expand the Rockdale Facility for data center application purposes instead.
Other income (expense)
Interest income for the three months ended June 30, 2026 and 2025 was $3.6 million and $3.3 million, respectively. The increase was primarily due to an increase in average cash balances on deposit.
Interest expense for the three months ended June 30, 2026 and 2025 was $2.7 million and $6.1 million, respectively, and was primarily related to interest paid on our revolving lines of credit and letters of credit. The decrease was primarily related to the capitalization of $3.4 million of incurred interest into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets, during the three months ended June 30, 2026. No incurred interest was capitalized during the three months ended June 30, 2025.
The gain on equity method investment – marketable securities for the three months ended June 30, 2025 was $6.1 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 year ended December 31, 2025.
Comparative Results for the Six Months Ended June 30, 2026 and 2025:
Revenue
Total revenue for the six months ended June 30, 2026 and 2025 was $341.5 million and $314.4 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 $225.6 million and $283.7 million for the six months ended June 30, 2026 and 2025, respectively. The decrease of $58.1 million was primarily due to lower bitcoin prices in the 2026 period, which averaged $73,736 per bitcoin, as compared to $95,991 per bitcoin for the 2025 period, partially offset by an increase in bitcoin production of 3.5% due to a 19.5% increase in our average operating hash rate.
Data Center revenue of $56.4 million for the six months ended June 30, 2026 was attributable to leasing activity and associated tenant fit-out from the AMD Lease. We recognized our new Data Center operations as a reportable segment in the six months ended June 30, 2026. Accordingly, there were no Data Center revenues for the six months ended June 30, 2025.
Engineering revenue was $59.5 million and $24.5 million for the six months ended June 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.
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Cost of revenue and operating expenses
The following table presents Cost of revenue for Bitcoin Mining:
Six Months Ended | ||||||
June 30, | ||||||
| 2026 | | 2025 | |||
Power | $ | 145,816 | $ | 123,999 | ||
Compensation | 10,344 | 9,131 | ||||
Insurance on miners | 2,538 | 2,924 | ||||
Ground and facility rent, water, and property tax | 12,308 | 7,862 | ||||
Other(a) | 5,020 | 9,077 | ||||
Total Bitcoin Mining cost of revenue | $ | 176,026 | $ | 152,993 | ||
| (a) | All amounts included in Other are individually insignificant. |
The increase of approximately $23.0 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 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 $47.5 million for the six months ended June 30, 2026, which was attributable to leasing costs and contract services for tenant-fit-out for the AMD Lease. We began recognizing our new Data Center operations as a reportable segment in January 2026. Accordingly, there was no Data Center Cost of revenue for the six months ended June 30, 2025.
Cost of revenue for Engineering for the six months ended June 30, 2026 and 2025 was $45.2 million and $21.7 million, respectively, an increase of approximately $23.5 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 receipts of materials resulting in our ability to complete projects.
Selling, general, and administrative expenses for the six months ended June 30, 2026 and 2025 were $158.2 million and $147.4 million, respectively, an increase of approximately $10.8 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 $15.0 million increase in stock-based compensation, a $7.0 million increase in compensation expense, and a $2.7 million increase in other costs to support our ongoing growth, partially offset by an $11.3 million decrease in legal and professional fees due to recently ending or settling much of our outstanding litigation. Additional decreases were primarily due to lower consulting and insurance costs.
Depreciation and amortization for the six months ended June 30, 2026 and 2025 was $195.5 million and $161.1 million, respectively, an increase of approximately $34.4 million. The increase was primarily due to increases in miners deployed.
The change in fair value of bitcoin for the six months ended June 30, 2026 and 2025 was a loss of $401.3 million and a gain of $262.8 million, respectively, and was recognized to adjust the fair value of our bitcoin held at the end of each period.
The change in fair value of our derivatives for the six months ended June 30, 2026 and 2025 were losses of $60.2 million and $0.9 million, respectively, and was recorded to adjust the fair value of our PPAs, which were classified as derivatives and measured at fair value. The losses incurred for the six months ended June 30, 2026 were 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 $48.60 per MWh as of June 30, 2026. The loss recognized for the six months ended June 30, 2025 was primarily attributable to the average of the forward prices increasing from $51.98 per MWh as of December 31, 2024 to $55.41 per MWh as of March 31, 2025, but then decreasing to $53.31 per MWh as of June 30, 2025.
Power curtailment credits for the six months ended June 30, 2026 and 2025 were $31.1 million and $16.1 million, respectively, and represent sales of unused power under our PPAs and participation in ancillary services under ERCOT and MISO Demand Response
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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 six months ended June 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 six months ended June 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.
The loss on contract settlement of $158.1 million in 2025 was attributable to the Rhodium Settlement.
Impairment of property and equipment of $28.0 million during the six months ended June 30, 2026, 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 the planned expansion of the Rockdale Facility for bitcoin mining purposes. These items were deemed to be impaired as a result of our decision to expand the Rockdale Facility for data center application purposes instead.
Other income (expense)
Interest income for the six months ended June 30, 2026 and 2025 was $5.9 million and $6.7 million, respectively, and was earned from interest on cash balances held during the period. The decrease was primarily due to lower average cash balances on deposit, combined with slightly lower average interest rates during the 2026 period.
Interest expense for the six months ended June 30, 2026 and 2025 was $5.3 million and $8.4 million, respectively, and was primarily related to interest paid on our revolving lines of credit and letters of credit. The decrease was primarily related to the capitalization of $8.1 million of incurred interest into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets during the six months ended June 30, 2026. No incurred interest was capitalized during the six months ended June 30, 2025.
The loss on equity method investment – marketable securities for the six months ended June 30, 2025 of $57.1 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 year ended December 31, 2025.
Non-GAAP Measures
In addition to financial measures presented under generally accepted accounting principles in the United States (“GAAP”), we consistently evaluate our use of and calculation of non-GAAP financial measures such as “Adjusted EBITDA.” EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is a financial measure defined as EBITDA adjusted to eliminate the effects of certain non-cash and/or non-recurring items that do not reflect our ongoing strategic business operations, which management believes results in a performance measurement that represents a key indicator of our core business operations. 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.
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.
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The following table reconciles Adjusted EBITDA to Net income (loss), the most comparable GAAP performance measure:
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Net income (loss) | $ | (237,170) | $ | 219,454 | $ | (737,647) | $ | (76,913) | ||||
Interest income |
| (3,623) |
| (3,334) |
| (5,936) |
| (6,731) | ||||
Interest expense | 2,687 | 6,093 | 5,305 | 8,401 | ||||||||
Income tax expense (benefit) |
| (105) |
| 320 |
| 186 |
| 757 | ||||
Depreciation and amortization |
| 97,784 |
| 83,197 |
| 195,518 |
| 161,123 | ||||
EBITDA |
| (140,427) |
| 305,730 |
| (542,574) |
| 86,637 | ||||
| |
| |
| |
| | |||||
Adjustments: |
| |
| |
| |
| | ||||
Stock-based compensation expense |
| 35,582 |
| 30,120 |
| 74,748 |
| 59,696 | ||||
Acquisition-related costs |
| — |
| 111 |
| — |
| 187 | ||||
Change in fair value of derivatives |
| 8,362 |
| 42,747 |
| 60,214 |
| 853 | ||||
Change in fair value of contingent consideration |
| — |
| (9,390) |
| — |
| (17,642) | ||||
Loss (gain) on equity method investment - marketable securities | — | (6,143) | — | 57,095 | ||||||||
Loss (gain) on sale of equipment |
| — |
| 350 |
| — |
| 479 | ||||
Casualty-related charges (recoveries), net | 3 | (119) | 3 | (119) | ||||||||
Loss on contract settlement | — | 158,137 | — | 158,137 | ||||||||
Gain on acquisition post-close dispute settlement | — | (26,007) | — | (26,007) | ||||||||
Impairment of property and equipment | 27,972 | — | 27,972 | — | ||||||||
Other (income) expense |
| (1,221) |
| (244) |
| (1,209) |
| (337) | ||||
Amortization of license fee revenue |
| — |
| (24) |
| — |
| (24) | ||||
Adjusted EBITDA | $ | (69,729) | $ | 495,268 | $ | (380,846) | $ | 318,955 | ||||
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 six months ended June 30, 2026, no shares were sold under the 2025 ATM Program. During the six months ended June 30, 2025, we issued and sold approximately 10.8 million shares of our common stock under our ATM offering program for aggregate net proceeds (net of commissions and expenses) of $121.1 million.
During the six months ended June 30, 2026, we sold 9,665 bitcoin for proceeds of approximately $732.5 million. During the six months ended June 30, 2025, we sold 1,371 bitcoin for proceeds of approximately $131.8 million. We monitor our balance sheet on an ongoing basis and evaluate the level of bitcoin retained in consideration of our cash requirements for ongoing operations and expansion.
During the six months ended June 30, 2026, we did not receive any proceeds from borrowings against our credit facilities. During the six months ended June 30, 2025, we received $251.9 million in net proceeds (net of repayments and issuance costs) from borrowings against our credit facilities.
As of June 30, 2026, we had net working capital of approximately $268.0 million, which included cash and cash equivalents of $471.4 million. We reported a net loss of $737.6 million during the six months ended June 30, 2026, which included $541.0 million in non-cash net losses, primarily consisting of the loss from the change in fair value of bitcoin of $401.3 million, depreciation and amortization of $195.5 million, stock-based compensation of $74.7 million, and the change in the fair values of derivatives of $60.2 million, partially offset by revenue recognized from bitcoin mined of $225.6 million.
Contractual Commitments and Obligations
As of June 30, 2026, we had a remaining commitment of approximately $7.7 million due to MicroBT for the contractual purchase of miners, which we expect to pay through the fourth quarter of 2026.
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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 model 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 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 offering programs pursuant to sales agreements with sales agents (each, an “ATM Program”).
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:
Six Months Ended June 30, | |||||
| 2025 | ||||
Shares | Net Proceeds | ||||
August 2024 ATM Program | 10,775,462 | $ | 121,062 | ||
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As of June 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:
Six months ended June 30, | |||||||
2026 | | 2025 | |||||
Net cash provided by (used in) operating activities | $ | (272,787) | $ | (353,385) | |||
Net cash provided by (used in) investing activities | $ | 514,757 | $ | (40,019) | |||
Net cash provided by (used in) financing activities | $ | (2,891) | $ | 372,351 | |||
Operating Activities
The $80.6 million decrease in cash used in operating activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to the payment of a one-time cash cost of $122.6 million related to the loss on the Rhodium Settlement during the three months ended June 30, 2025, partially offset by an increase in power costs of $22.2 million and a one-time cash payment of $20.0 million for the SBI legal settlement during the six months ended June 30, 2026.
Investing Activities
For the six months ended June 30, 2026, net cash provided by investing activities was primarily attributable to proceeds from the sale of bitcoin of $732.5 million, partially offset by purchases and deposits paid for miners and purchases of property and equipment for our ongoing expansions, for which we paid approximately $41.4 million, with anticipated additional payments of $7.7 million to be made through the fourth quarter of 2026, and payments of approximately $176.2 million for the purchase of property and equipment, including construction in progress.
For the six months ended June 30, 2025, net cash used in investing activities was primarily attributable to payments of approximately $93.2 million for the purchase of property and equipment, including construction in progress, and $86.4 million in deposits and payments for the purchase of miners, partially offset by proceeds from the sale of bitcoin of $131.8 million and proceeds of $14.7 million from the sale of marketable securities.
Financing Activities
For the six months ended June 30, 2026, net cash used in financing activities was $2.9 million. No cash was raised through the issuance of common stock or debt during the period. The net cash used in financing activities was primarily attributable to $2.5 million in common shares repurchased to satisfy employee tax withholding obligations. For the six months ended June 30, 2025, net cash provided by financing activities primarily consisted of total net proceeds of $254.3 million from our debt and net proceeds from our ATM Program offerings of $121.1 million.
As of June 30, 2026, we have approximately $853.7 million in total principal on our debt outstanding, primarily consisting of $594.4 million from our 2030 Notes, $200.0 million from our bitcoin-backed credit facility, $54.3 million from our revolving credit facilities, and $5.0 million from a note.
We have primarily financed our strategic growth through proceeds from the issuance of our common stock through ATM Program offerings and various credit facilities, and it is reasonably likely that we will continue to finance our ongoing growth similarly.
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,
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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.
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.
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 recognized 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.
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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
Our business and development strategy is focused on maintaining and expanding our Bitcoin Mining operations to maximize the amount of new bitcoin rewards we earn. As of June 30, 2026, we held 11,380 bitcoin recognized at its fair value of $0.7 billion.
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.
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 six months ended June 30, 2026 | For the six months ended June 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 | $ | 139,818 | $ | (139,818) | $ | 338,388 | $ | (338,388) | ||||
The decreased sensitivity to price changes in 2026 as compared to 2025 was primarily due to the decrease in our bitcoin holdings in 2026, and as of June 30, 2026, as compared to June 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
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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 six months ended June 30, 2026 | For the six months ended June 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 | $ | 29,174 | $ | (29,175) | $ | 41,537 | $ | (41,537) | ||||
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 June 30, 2026 to ensure that the 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 information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), 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 June 30, 2026.
Changes in Internal Control
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 June 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
Disclosure under this Item is incorporated by reference to the disclosure provided in Note 16. Commitments and Contingencies.
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. There have been no material changes, other than the amendment below, 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 factor supersedes the similar risk factor previously disclosed in our 2025 Annual Report.
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We are dependent on our electrical distribution provider, grid operator, and regulators for access to power, and we face electricity market risks relating to changes in laws, regulations, and market requirements that could have a material adverse effect on our financial condition, results of operations, and cash flows.
Our access to power is dependent on our electrical distribution providers, grid operators, and regulators, which collectively manage whether our operations are performing in accordance with market rules, requirements, and regulations. PUCT, ERCOT, and Oncor collectively oversee the regulatory, administrative, and delivery aspects of our power supply in Texas; MISO and Big Rivers Electric Corporation oversee our power supply at our Commerce site in Kentucky. Tennessee Valley Authority oversees the delivery and regulation of the power supply at our Blue Steel site in Kentucky. Regulatory scrutiny of bitcoin mining facilities and their energy consumption has intensified as the industry has grown, along with heightened focus more broadly on the energy and environmental impacts of data center services. This scrutiny, in addition to increasing pressure at the federal level from the Federal Energy Regulatory Commission and the North American Electric Reliability Corporation, has led, and may continue to lead, to new governmental measures regulating, restricting, or prohibiting the use of electricity by data centers and bitcoin mining operators, or increasing power costs for these types of consumers.
As the primary Texas grid operator, ERCOT is responsible for monitoring and testing market participants, including the Rockdale Facility and the Corsicana Facility, to assess their impact on grid reliability. In April 2022, ERCOT established a task force to review the participation of large flexible loads, including bitcoin mining facilities and data centers, in the ERCOT market, tasked with developing policy recommendations concerning network planning, market operations, and the interconnection processes for large flexible loads. We are periodically tested and monitored and have experienced curtailment of power through this testing process based on instructions from Oncor and ERCOT. If ERCOT determines that our data centers’ substantial power usage negatively affects grid reliability, it could issue a curtailment order, requiring us to reduce or cease our power use immediately, and our power supply in Texas could be partially or fully curtailed.
More recently, in 2025, the Texas legislature enacted Senate Bill (“SB”) 6 to support ERCOT’s grid reliability by, among other things, proposing minimum transmission rates on certain large loads and removing “phantom loads” from the interconnection queue to improve the accuracy of future load growth projections. SB 6 requires the PUCT and ERCOT to create new processes and impose new requirements for the interconnection of facilities with large electrical loads of at least 75 MW, requires security-type payments as part of the initial interconnection request, and creates a new approval requirement for co-locating generation with large loads. Under the initial batch study rules recently adopted to implement SB 6, which remain subject to change, (PUCT Project No. 58481), an interconnecting large load entity (“ILLE”) seeking new or modified interconnection is divided into three categories: base load, studied/allocated load, or excluded from Batch Zero pending a future study process. Depending on the eligibility category, an ILLE may be required to hold sufficient property interest and post financial security for system upgrades (ranging from $0 if no upgrades are required, to an estimated cost based on applicable study results, to a flat fee of $50,000 per MW of peak demand where transmission improvement costs cannot be determined). An ILLE must also pay an interconnection fee, satisfy all direct interconnection costs in full through contribution in aid of construction (CIAC) with no standard utility offset, and comply with additional study, disclosure, and interim-agreement requirements. On August 3, 2026, Texas Governor Abbott directed the PUCT and ERCOT to conduct a comprehensive audit of all data center projects advancing through ERCOT's interconnection process and to complete that audit before any such project may proceed; projects that fail to meet PUCT and ERCOT requirements or applicable state law will be denied grid interconnection. The directive also requires the collection of project-level information regarding each project's use of public financial incentives, reliance on the ERCOT grid versus on-site generation, and use of community water supplies. The PUCT Commissioners are scheduled to hold an Open Meeting on August 14, 2026 to discuss related policy issues, including ERCOT's audit and information-collection plans. Because certain of our Texas data center projects are advancing through the ERCOT interconnection process, these actions could delay or prevent interconnection of those projects, increase our costs, reduce expected incentives, and have a material adverse effect on our business and results of operations. SB 6 also requires the PUCT to amend its wholesale transmission cost-allocation rules by December 31, 2026, and the PUCT is considering measures that could require large loads such as our facilities to bear a greater share of transmission system upgrade costs, to pay minimum demand charges based on contracted peak demand for a period of 20 years, and to move from the current four coincident peak (“4CP”) cost-allocation methodology to a new 12CP cost-allocation methodology. If adopted, these measures could materially increase our transmission-related charges and limit our ability to manage power costs through demand-response and 4CP-avoidance strategies on which we have historically relied. SB 6 further directs ERCOT and the PUCT to establish curtailment and demand-management obligations for large loads, including protocols to curtail large loads interconnected at transmission voltage after December 31, 2025, during firm load-shed events and a reliability service under which ERCOT may procure demand reductions from large loads and deploy them on short notice during emergency grid conditions, any of which could require us to reduce or suspend operations with limited advance notice. ERCOT has also amended, and continues to evaluate, its processes for interconnecting large electrical loads, including a process announced in December 2025 that will batch multiple large load interconnection requests together to evaluate system impacts on a portfolio basis for transmission planning purposes. Separately, ERCOT has adopted new voltage and frequency
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ride-through requirements applicable to large computational loads (generally defined as loads of at least 75 MW where 50% or more of the demand is computational, such as data centers and bitcoin mining facilities), a category that includes our data center facilities, through Nodal Operating Guide Revision Request (“NOGRR”) 282 and the companion Nodal Protocol Revision Request (“NPRR”) 1308. NOGRR 282 and NPRR 1308 were approved by the PUCT and are scheduled to become effective on August 1, 2026. These requirements, among other things, raise the high-frequency ride-through threshold applicable to large loads to 63.0 Hz and extend dynamic modeling requirements to large loads, and may require us to install additional equipment, modify our facilities, and demonstrate specified ride-through capabilities designed to ensure our facilities remain connected to, and do not destabilize, the ERCOT grid during frequency or voltage disturbances. These requirements provide an exemption for large computational loads that were operational, or had received ERCOT’s written approval to energize (or had signed an interconnection agreement or received notice to proceed), on or before November 14, 2025, subject to specified conditions; we can provide no assurance that our Rockdale Facility, our Corsicana Facility, or any expansion capacity will qualify for this exemption, and to the extent they do not, we may incur significant costs to achieve and demonstrate compliance. These developments, together with potential requirements relating to grid stability, voltage ride-through, frequency ride-through, and curtailment obligations, could increase our costs, delay our project timelines, or impose additional operational constraints. In 2024, the PUCT also required operators of large virtual currency mining operations connected to the grid to register their facilities with the PUCT.
If we cannot secure adequate electrical power, whether due to transmission or distribution system reliability curtailments, new interconnection requirements, increased costs, or other regulatory constraints, we may be forced to reduce or shut down our operations, which would have a material adverse effect on our business, prospects, financial condition, and operating results and, consequently, an investment in 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 June 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 | |||||
April 1, 2026 through April 30, 2026 | - | $ | - | N/A | N/A | ||||
May 1, 2026 through May 31, 2026 | 3,700 | 23.49 | N/A | N/A | |||||
June 1, 2026 through June 30, 2026 | 15,036 | 27.38 | N/A | N/A | |||||
Total | 18,736 | $ | 26.61 | | | ||||
| (a) | During the quarter ended June 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
During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
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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 †* | Second Amended and Restated Credit Agreement, dated as of April 21, 2026, between Riot Platforms, Inc. and Coinbase Credit, Inc. | Exhibit 10.1 of the Current Report on Form 8-K filed April 27, 2026. | ||
10.2 + | Seventh Amendment to the 2019 Equity Incentive Plan of Riot Platforms, Inc. | Exhibit 10.1 of the Current Report on Form 8-K filed June 15, 2026. | ||
10.3 + | 2019 Equity Incentive Plan of Riot Platforms, Inc., as amended | Exhibit 10.2 of the Current Report on Form 8-K filed June 15, 2026. | ||
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). | Filed 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). | Filed herewith. | ||
101 | The following financial statements and notes from the Company’s Quarterly Report for the three and six months ended June 30, 2026, are formatted in iXBRL (inline XBRL): (i) Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 | Filed herewith. |
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and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025; (iv) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 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. |
+ Indicates a management contract or compensatory plan or arrangement.
†Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
* Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
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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: August 10, 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) |
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