Riot Platforms (RIOT) adds $573M secured term loan to fund 191 MW Rockdale data center

Q: What new financing did RIOT secure in this 8-K filing?

Riot’s subsidiary entered into a senior secured delayed-draw term loan facility providing up to $573.0 million in commitments. The funds are intended to support long-lead equipment and other expenses for the 191 MW Rockdale data center project.

Q: How will Riot Platforms, Inc. (RIOT) use the $573.0 million term loan facility?

The facility’s proceeds are intended to fund long-lead equipment, related project equipment, and other expenses associated with Riot’s 191 critical IT MW data center project at its Rockdale Facility, supporting ongoing infrastructure build-out.

Q: When does Riot’s new $573.0 million loan facility mature?

Loans under the facility will mature on December 31, 2026 , subject to the terms and conditions of the Credit Agreement. The commitments are available for borrowing during the defined Availability Period commencing August 10, 2026.

Q: Is the new Riot (RIOT) credit facility recourse to the parent company?

The agreement provides no recourse against Riot Platforms or its other parents , except for certain customary exceptions. Lenders must look solely to the designated Credit Parties and their collateral to satisfy obligations under the facility.

Q: What collateral and guarantees secure RIOT’s new loan facility?

Obligations under the Credit Agreement are guaranteed by the borrower’s subsidiaries and an affiliate and are secured by a lien on substantially all assets of these Credit Parties, under a Pledge and Security Agreement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Riot Platforms, Inc., through its wholly owned subsidiary Riot DC Logistics, LLC, entered into a new senior secured delayed-draw term loan facility with a syndicate of lenders led by Morgan Stanley Senior Funding, Inc. as administrative agent. The Facility provides up to $573.0 million of term loan commitments, available for borrowing during a defined Availability Period commencing August 10, 2026.

Proceeds are intended to fund long-lead and related project equipment and other expenses for the company’s 191 critical IT MW data center project at its Rockdale Facility. Borrowings bear interest, at the borrower’s election, at Adjusted Term SOFR plus 2.75% per annum or the Base Rate plus 1.75% per annum. The loans mature on December 31, 2026. Obligations are guaranteed by the borrower’s subsidiaries and an affiliate and are secured by a lien on substantially all of their assets, with no recourse to Riot Platforms or other parents outside specified customary exceptions.

Positive

$573.0 million senior secured facility provides significant committed funding capacity for the 191 MW Rockdale data center project.
Structure limits recourse to the Credit Parties and their collateral, reducing direct credit risk at the Riot Platforms parent level.

Negative

The company’s subsidiary may incur up to $573.0 million of additional secured debt, increasing leverage at the project level.
The Credit Agreement includes restrictive covenants on indebtedness, liens, restricted payments, investments, and affiliate transactions, which may constrain future flexibility.

Filing Explained

No borrowing is reported yet; the facility nevertheless creates fee obligations and up to $573.0 million of potential debt at the subsidiary level.

This Form 8-K reports that Riot DC Logistics entered the facility on August 10, 2026; as filed, it is available to be borrowed, not reported as already borrowed.

The up to $573.0 million amount therefore establishes borrowing capacity, not current principal outstanding or proceeds received. Item 2.03 identifies a direct financial obligation: the borrower must pay agency, undrawn and other fees, while any loans mature on December 31, 2026.

The disclosed undrawn fee is a facility-level charge listed separately from interest on loans. The agreement also contains covenants and events of default, but the company says the complete agreement will be filed as an exhibit to its Form 10-Q for the quarter ending September 30, 2026.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Facility size: $573.0 million SOFR margin: 2.75% Base Rate margin: 1.75% +2 more

5 metrics

Facility size $573.0 million Aggregate principal amount of senior secured delayed-draw term loan facility

SOFR margin 2.75% Applicable margin over Adjusted Term SOFR on loans under the Facility

Base Rate margin 1.75% Applicable margin over the Base Rate on loans under the Facility

Data center capacity 191 critical IT MW Planned capacity of Rockdale data center project funded by the Facility

Maturity date December 31, 2026 Stated maturity of loans under the Credit Agreement

Key Terms

senior secured delayed-draw term loan facility, Adjusted Term SOFR, Base Rate, undrawn fee, +1 more

5 terms

senior secured delayed-draw term loan facility financial

"provide the Borrower with a senior secured delayed-draw term loan facility"

Adjusted Term SOFR financial

"interest, at the Borrower’s election, at a rate per annum equal to (i) the Adjusted Term SOFR rate"

Adjusted term SOFR is a forward‑looking interest benchmark based on short‑term overnight Treasury repo rates, with a small extra amount added to reflect differences from legacy rates. Think of it as a quoted price that has been nudged to make payments comparable to older benchmarks; it matters to investors because it directly influences borrowing costs, bond yields and cash‑flow forecasts, affecting valuations and hedging outcomes.

Base Rate financial

"or (ii) the Base Rate (as defined in the Credit Agreement) plus an applicable margin"

The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.

undrawn fee financial

"The Borrower is also obligated to pay customary agency fees, an undrawn fee, and other customary fees"

An undrawn fee is a charge a lender applies to the portion of a loan or credit line that a borrower has been approved to use but has not yet withdrawn. It’s like paying a reservation fee to keep money available: investors watch it because it raises a company’s borrowing costs even if cash hasn’t been spent, affecting profitability and cash flow forecasts.

restricted payments financial

"including covenant limitations on indebtedness, liens, restricted payments, investments, transactions with affiliates"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

FAQ

What new financing did RIOT secure in this 8-K filing?

Riot’s subsidiary entered into a senior secured delayed-draw term loan facility providing up to $573.0 million in commitments. The funds are intended to support long-lead equipment and other expenses for the 191 MW Rockdale data center project.

How will Riot Platforms, Inc. (RIOT) use the $573.0 million term loan facility?

The facility’s proceeds are intended to fund long-lead equipment, related project equipment, and other expenses associated with Riot’s 191 critical IT MW data center project at its Rockdale Facility, supporting ongoing infrastructure build-out.

What are the interest terms on RIOT’s new credit facility?

Borrowings will bear interest at the borrower’s election at Adjusted Term SOFR plus 2.75% per annum or the Base Rate plus 1.75% per annum, as detailed in the Credit Agreement governing the $573.0 million senior secured facility.

When does Riot’s new $573.0 million loan facility mature?

Loans under the facility will mature on December 31, 2026, subject to the terms and conditions of the Credit Agreement. The commitments are available for borrowing during the defined Availability Period commencing August 10, 2026.

Is the new Riot (RIOT) credit facility recourse to the parent company?

The agreement provides no recourse against Riot Platforms or its other parents, except for certain customary exceptions. Lenders must look solely to the designated Credit Parties and their collateral to satisfy obligations under the facility.

What collateral and guarantees secure RIOT’s new loan facility?

Obligations under the Credit Agreement are guaranteed by the borrower’s subsidiaries and an affiliate and are secured by a lien on substantially all assets of these Credit Parties, under a Pledge and Security Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/14/2026 - 05:01 PM Accepted by SEC EDGAR 08/14/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 10, 2026

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)


Nevada		001-33675		84-1553387
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

85 Rio Grande Drive, Suite 200

Castle Rock, CO 80104

(Address of principal executive offices)

(303) 794-2000

(Registrant’s telephone number, including area code)

(Former name and former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value per share		RIOT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 – Entry into a Material Definitive Agreement.

On August 10, 2026, Riot DC Logistics, LLC (the “Borrower”), a wholly owned subsidiary of Riot Platforms, Inc. (the “Company”), entered into a credit agreement (the “Credit Agreement”) by and among the Borrower, the several banks and other financial institutions from time to time party thereto as lenders (the “Lenders”), and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the terms of the Credit Agreement, the Lenders agreed to provide the Borrower with a senior secured delayed-draw term loan facility in an aggregate principal amount of up to $573.0 million (the “Facility”), which is available for borrowing during the Availability Period (as defined in the Credit Agreement), commencing on August 10, 2026.

The proceeds of the Facility are intended to fund the purchase of long-lead equipment and related project equipment, and certain other expenses associated with the Company’s 191 critical IT MW data center project at its Rockdale Facility.

Loans under the Facility bear interest, at the Borrower’s election, at a rate per annum equal to (i) the Adjusted Term SOFR rate plus an applicable margin of 2.75%, or (ii) the Base Rate (as defined in the Credit Agreement) plus an applicable margin of 1.75%, in each case as more fully described in the Credit Agreement. Loans under the Facility mature on December 31, 2026, subject to the terms and conditions of the Credit Agreement. The Borrower is also obligated to pay customary agency fees, an undrawn fee, and other customary fees for a credit facility of this size and type.

The Borrower’s obligations under the Credit Agreement are guaranteed by each subsidiary of the Borrower and its affiliate, RPI AUS01-0H DC LLC, a Delaware limited liability company (together with the Borrower, the “Credit Parties”), pursuant to a guaranty dated as of the closing date. The Facility is secured by a lien on substantially all of the assets of the Credit Parties, pursuant to a Pledge and Security Agreement dated as of the closing date. The Credit Agreement provides that there shall be no recourse against the Company or any other direct or indirect parent of the Borrower, or their respective affiliates, other than the Credit Parties, for any liability arising in connection with any breach or default under the Credit Agreement, and that the Administrative Agent and the Lenders must look solely to the Credit Parties and the collateral securing the Facility to satisfy the obligations thereunder, subject to certain customary exceptions (including for fraud, willful misrepresentation or misappropriation of collateral proceeds).

The Credit Agreement contains customary representations, warranties, covenants, and events of default for a secured term loan facility of this type, including covenant limitations on indebtedness, liens, restricted payments, investments, transactions with affiliates and changes in the nature of the Borrower’s business.

The foregoing description of the Credit Agreement is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2026.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIOT PLATFORMS, INC.


	By:	/s/ Jason Chung
	Name:	Jason Chung
	Title:	Chief Financial Officer

Date: August 14, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents