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828 paragraphs in Risk Factors of the 10-K filed Mar 2, 2026 with nothing like them in the 10-K filed Feb 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described
below together with all of the other information contained in this Annual Report on Form 10-K, including our financial statements and
Similar paragraph at 1 of 31 other Crypto companies: ABTCrelated notes elsewhere in this Annual Report on Form 10-K and in the section titled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” before deciding to invest in our securities. Although we have organized risks
generally according to these categories in the discussion below, many of the risks may have ramifications in more than one
category. These categories, therefore, should be viewed as a starting point for understanding the significant risks we face and not as a
limitation on the potential impact of the matters discussed. If any of the events or developments described below were to occur, our
business, prospects, operating results and financial condition could suffer materially, the trading price of our securities could decline,
and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect
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density colocation customers and to attract new high-density colocation customers. Delays in the expansion or modification of
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In 2024, we initiated a significant strategic transition in our operations from bitcoin mining to colocation services, which will
require the conversion of our existing infrastructure or development of new facilities to support our high-density colocation customers.
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•customer-initiated changes in project design, specification, scope, or delivery sequencing; or
•severe weather events, natural disasters, or other force majeure conditions, including hurricanes, tornadoes, winter storms,
extreme heat, or flooding, that disrupt construction timelines, damage facilities or equipment, or limit the availability of
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colocation customers could result in reputational damage and harm our ability to retain existing customers or attract new customers to
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One customer, CoreWeave, currently accounts for 100% of our Colocation segment revenue. Our success in the Colocation
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Our increased focus on high-density colocation may not be successful and depends on the continuing development and
resource and computational requirements of high-density colocation applications such as cloud computing, machine learning and
artificial intelligence and continuing need for the infrastructure and services we provide.
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range of factors, including available power, preferred design features, security considerations and connectivity;
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If our target customer markets, which are new and still developing, do not grow or develop as expected or in a manner
consistent with our current business model, our business, financial condition and results of operation would be adversely affected.
Further, increases in power costs could negatively impact our hosting customers’ demand for services, harm our growth prospects and
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market price has reduced our operating margins. Future increases in power costs and unfavorable prices for digital assets will harm our
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As the relative market prices of a digital asset, such as bitcoin, increases, more companies are encouraged to mine for that
digital asset and as more miners are added to the network, its total hash rate increases. In order for us to maintain our competitive
position under such circumstances, we must increase our total hash rate by acquiring and deploying more mining machines, including
new miners with higher hash rates. There are currently only a few companies capable of producing a sufficient number of machines
with adequate quality to address the increased demand. If we are not able to acquire and deploy additional miners on a timely basis,
our proportion of the overall network hash rate will decrease and we will have a lower chance of solving new blocks and earning the
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Processing power on networks has been increasing rapidly over time, while the rewards and transaction fees available on those
networks tends to decline over time. In order to grow or maintain the revenue we generate from processing transactions on such
networks, we are required to invest significant capital to acquire new computer servers, expand our power capacity and otherwise
increase our effective processing power on such networks. In the event we are unable to invest sufficient capital to grow or maintain
the level of our processing power on a network relative to the total processing power of such network, our revenue from the applicable
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In addition, a decrease in the price of computer servers may result in an increase in transaction processors, which may lead to
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Our digital asset mining operation can only be successful and ultimately profitable if the costs, including hardware and
electricity costs, associated with earning digital assets are lower than the price of the digital assets we earn. Falling digital asset prices
or asset prices that do not keep pace with higher energy prices, significantly higher energy prices, inflation and supply chain
disruptions reduce our profitability. Our miners experience ordinary wear and tear from operation and may also face more significant
malfunctions caused by factors which may be beyond our control, increasing our costs and reducing our revenue and profitability. The
continual upgrade and refresh of mining machines requires substantial capital investment, and we may face challenges in doing so on a
timely basis based on availability of new miners and our access to adequate capital resources. If we are unable to obtain adequate
numbers of new and replacement miners at scale, we may be unable to remain competitive in our highly competitive and evolving
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The costs of building out, leasing and maintaining our facilities constitute a significant portion of our capital and operating
expenses. In order to manage growth and ensure adequate capacity for our new and existing high-density colocation customers while
minimizing unnecessary excess capacity costs, we continuously evaluate our short- and long-term data center capacity requirements. If
we overestimate our business’ capacity requirements or the demand for our services and therefore secure excess data center capacity,
our operating margins could be materially reduced. If we underestimate our data center capacity requirements, we may not be able to
service the required or expanding needs of our existing customers and may be required to limit new customer acquisition, which could
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and resources, equipment and materials designed to provide usable electrical power within our facilities, which could have a
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additional sources of low-cost sources of energy effectively or to obtain real estate, materials and equipment to operate our
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The amount of power required by us and our customers will increase commensurate with the demand for our services and the
increase in miners we operate for ourselves and our hosting customers. Energy costs and availability are vulnerable to seasonality,
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animal incursion, sabotage and other events out of our control. For example, higher than expected power rates in 2022 materially and
We aim to build and operate energy efficient facilities, but such facilities may not be able to deliver sufficient power to meet the
growing needs of our business. The cost of power at our facilities is dependent on our ability to perform under the terms in the power
contracts we are a party to, which we may be unable to do successfully. Pursuant to power contracts that require curtailment, if we fail
to curtail our power usage when called upon or fail to satisfy certain eligibility requirements for monthly bill credits, our power costs
would increase. Further, governments and government regulators may potentially seek to restrict or prohibit the ability of electricity
suppliers to provide electricity to our facilities in times of electricity shortage or otherwise. To that end, public sentiment regarding
electrical power generation, usage and storage, high volume electrical use and climate change may limit our access to electrical power,
decrease available facility sites, and increase our costs and limit the demand for our high-density colocation services. Any system
downtime resulting from disruptions, curtailments, insufficient power resources or power outages could have a material adverse effect
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event of a power outage or curtailment that may not be sufficient to support our operations for the magnitude or duration of the power
outage or curtailment. Increased power costs and limited availability and curtailment of power resources will reduce our revenue and
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Our hosting contracts are generally priced on the basis of estimated power consumption by our clients and the other costs of
providing electrical power and other services. Our ability to earn a profit on such contracts requires that we accurately estimate the
costs involved and outcomes likely to be achieved, provide services efficiently and assess the probability of generating sufficient
hosting capacity within budgeted costs and expenses during the contracted time period. In addition, we may not be able to obtain all
expected benefits, including tax abatements or government incentives offered in opportunity zones. The inability to accurately
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The critical systems of the facilities we operate and the services we provide are subject to failure. Any failure in the critical
systems of any facility we operate or services that we provide, including a breakdown in critical plant, equipment or services, routers,
switches or other equipment, power supplies or network connectivity, whether or not within our control, could result in service
interruptions impacting our operations as well as equipment damage, which could significantly disrupt our business operations and the
operations of our customers, harm our reputation and reduce our revenue. Any failure or downtime in one of the facilities that we
operate impact mining rewards generated by us and reduce the profitability of our customers.
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reliable service, even minor interruptions in our operations could harm our reputation and negatively impact our revenue and
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Moreover, service interruptions and equipment failures may expose us to potential legal liability. As our services are critical to
our customers’ business operations, any disruption in our services could result in lost profits of or other indirect or consequential
damages to our customers. Our customer contracts typically contain provisions limiting our liability for breach of such agreements, a
court may not enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as
the result of a service interruption that they may ascribe to us. The outcome of any such lawsuit would depend on the specific facts of
the case and any legal and policy considerations that we may not be able to mitigate. In such cases, we could be liable for substantial
Similar paragraph at 1 of 31 other Crypto companies: EXODRead in the 10-K ↗
A party who is able to compromise the physical security measures protecting our facilities could cause interruptions or
malfunctions in our operations and misappropriate our property or the property of our customers. As we provide assurances to our
customers that we provide the highest level of security, such a compromise could be particularly harmful to our brand and reputation.
We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by
breaches in security. As techniques used to breach security change frequently and are often not recognized until launched against a
target, we may not be able to implement new security measures in a timely manner or, if and when implemented, we may not be
certain whether these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits,
regulatory penalties, loss of existing or potential customers, harm to our reputation and increases in our security costs, which could
Similar paragraph at 1 of 31 other Crypto companies: CLSKRead in the 10-K ↗
of energy, demand for bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including,
Similar paragraph at 1 of 31 other Crypto companies: WULFRead in the 10-K ↗
In addition, efforts are being made by the United States and foreign governments to reduce greenhouse gas emissions,
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If our information technology systems or those of the third parties with whom we work or our data, are or were
compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory
investigations or actions; litigations; fines and penalties; disruptions of our business operations; reputational harm; loss of
Threats to network and data security are increasingly diverse and sophisticated. Security breaches, computer malware and
computer hacking attacks have been a prevalent concern in our businesses. Such threats are prevalent and continue to rise, are
increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors,
“hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-
state-supported actors. Despite our efforts and processes to prevent these, our computer servers and computer systems may be
We and the third parties with whom we work are subject to a variety of evolving threats, including, but not limited to, social-
engineering attacks (including through deepfakes, which may be increasingly more difficult to identify as fake, and phishing attacks),
malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service
attacks, credential stuffing attacks, credential harvesting, physical or electronic break-ins, employee misconduct or error , ransomware
attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information
technology assets, adware, attacks enhanced or facilitated by AI, and other similar disruptions. In particular, severe ransomware
attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our services,
reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of ransomware attack, but we may be
unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.
It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. Our efforts to do so
may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and
Similar paragraph at 1 of 31 other Crypto companies: NAKAremediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to
Similar paragraph at 1 of 31 other Crypto companies: NAKAother networks and systems after a compromise of our networks and systems. For example, threat actors may use an initial
compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our
networks or systems to gain access to the networks or systems of third parties with whom we work, such as through phishing or supply
Additionally, future and past business transactions (such as acquisitions or integrations) could expose us to additional
cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated
entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such
acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and
We rely on third parties to operate critical business systems to process sensitive information in a variety of contexts. Our ability
to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information
security measures in place. If the third parties with whom we work experience a security incident or other interruption, we could
experience adverse consequences. While we might be entitled to damages if the third parties with whom we work fail to satisfy their
privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such
award. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’
infrastructure in our supply chain or that of the third parties with whom we work have not been compromised.
Our digital infrastructure and systems may be breached due to the actions of outside parties, error or malfeasance of one of our
Similar paragraph at 1 of 31 other Crypto companies: MARAemployees, or otherwise, and, as a result, an unauthorized party may obtain access to our digital asset accounts, private keys, data or
Similar paragraph at 1 of 31 other Crypto companies: MARAdigital assets. Although we implement a number of security procedures with various elements such as two-factor verification,
segregated accounts and secured facilities and plan to implement the maintenance of data on computers and/or storage media that is
not directly connected to, or accessible from, the internet and/or networked with other computers (“cold storage”), to minimize the risk
of loss, damage and theft, and we update such security procedures whenever reasonably practicable, there can be no assurance that
these measures will be effective and we may be unable to prevent such loss, damage or theft, whether caused intentionally,
accidentally or by an act of God. Further, we have and may in the future experience delays in deploying remedial measures and
patches designed to address identified vulnerabilities. Vulnerabilities could be exploited and result in security incidents.
Additionally, outside parties may attempt to fraudulently induce our employees to disclose sensitive information in order to
gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems
change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched
against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. As technological
change occurs, the security threats to our bitcoin will likely adapt and previously unknown threats may emerge. Our ability to adopt
technology in response to changing security needs or trends may pose a challenge to the safekeeping of our digital assets. To the
Similar paragraph at 1 of 31 other Crypto companies: CLSKextent we are unable to identify and mitigate or stop new security threats, our digital assets may be subject to theft, loss, destruction or
Any of the previously identified or similar threats have in the past and may in the future cause a security incident or other
interruption that have in the past and may in the future result in unauthorized, unlawful, or accidental acquisition, modification,
destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or our information technology systems, or
those of the third parties with whom we work. A security incident or other interruption could disrupt our ability (and that of third
We may incur significant costs or modify our business activities to try to protect against security incidents. Certain data privacy
and security obligations have required us to implement and maintain specific security measures or industry-standard or reasonable
security measures to protect our digital assets, sensitive information, and information technology systems, Applicable data privacy and
security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals,
customers, regulators, and investors, of security incidents, or to take other actions, such as providing credit monitoring and identity
theft protection services. Such disclosures and related actions can be costly, and the disclosure or the failure to comply with such
Any of these events could expose us to liability, damage our reputation, reduce customer confidence in our services and
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breach of our digital asset accounts occurs, the market perception of our effectiveness could be harmed.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of
liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security
In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from
public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to
undermine our competitive advantage or market position. Additionally, sensitive information of the Company or our customers could
be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or vendors’ use of generative AI
We are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry
standards, policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such
obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands;
fines and penalties; a disruption of our business operations; reputational harm; loss of revenue or profits; loss of customers or
The Company processes personal data and other sensitive and confidential information, which subjects it to various obligations
related to data privacy and security. In the ordinary course of business, we collect, receive, store, process, generate, use, transfer,
disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process) personal data and other sensitive
information, including proprietary and confidential business data, trade secrets, intellectual property, and sensitive third-party data.
Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations,
guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations
In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data
breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act),
Similar paragraph at 1 of 31 other Crypto companies: BTBTand other similar laws (e.g., wiretapping laws). Numerous U.S. states have enacted comprehensive privacy laws that impose certain
obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain
rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal
data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The
exercise of these rights may impact our business and ability to provide our services. Certain states also impose stricter requirements
for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state
laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to
personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide
specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides
for fines and allows private litigants affected by certain data breaches to recover significant statutory damages.
Our use of AI/ML technologies may be subject to certain privacy obligations. Other laws governing certain data or sectors may
Similar paragraph at 1 of 31 other Crypto companies: CIFRapply to our operations. We may be unable to transfer personal data from Europe and other jurisdictions to the United States or other
Similar paragraph at 1 of 31 other Crypto companies: EXODcountries due to data localization requirements or limitations on cross-border data flows. We are also subject to contractual obligations
and policies related to data privacy and security, and our efforts to comply with such obligations may not be successful. We publish
Similar paragraph at 1 of 31 other Crypto companies: GMEprivacy policies, marketing materials, whitepapers, and other statements, concerning data privacy, and security. Regulators in the
United States are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient,
lacking in transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation,
Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating uncertainty.
Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict
among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may
necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process
personal data on our behalf. We may at times fail (or perceived to have failed) in our efforts to comply with our data privacy and
security obligations. Moreover, despite our efforts, our personnel or third parties with whom we work may fail to comply with such
obligations, which could negatively impact our business operations. Any failure (or perceived failure) by us or a third party with
whom we work with to comply with applicable data privacy and security obligations could subject us to litigation (including class
claims), mass arbitration demands, proceedings, actions or investigations by governmental entities, authorities, private parties, or
regulators; additional reporting requirements and/or oversight; bans or restrictions on processing personal data; and orders to destroy
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Rapid, significant, and disruptive technological changes continue to impact our industry. The infrastructure at our facilities may
become less marketable due to demand for new processes and technologies, including, without limitation: (i) new processes to deliver
power to, or eliminate heat from, computer systems; (ii) customer demand for additional redundancy capacity; (iii) new technology
that permits higher levels of critical load and heat removal than our facilities are currently designed to provide; (iv) an inability of the
power supply to support new, updated or upgraded technology; and (v) a shift to more power-efficient transaction validation protocols.
In addition, the systems that connect our facilities to the internet and other external networks may become insufficient, including with
Even if we succeed in adapting to new processes and technologies, our use of such new processes or technology may not have a
Similar paragraph at 1 of 31 other Crypto companies: EXODpositive impact on our financial performance. For example, we could incur substantial additional costs if we needed to materially
improve our hosting center infrastructure through the implementation of new systems or new server technologies that require levels of
critical load and heat removal that our facilities are not currently designed to provide. In addition, if one of our new offerings were
competitive to our prior offerings and represented an adequate or superior alternative, customers could decide to abandon prior
offerings that produce higher revenue or better margins for the new offering. Therefore, the adaptation to new processes and
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We may not be able to obtain broad protection in the United States or internationally for all of our existing and future
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and other proprietary rights in any country where we may operate. Protecting our intellectual property rights and other proprietary
rights may require significant expenditure of our financial, managerial and operational resources. Moreover, the steps that we may
take to protect our intellectual property and other proprietary rights may not be adequate to protect such rights or prevent third parties
from infringing or misappropriating such rights. Any of our intellectual property rights and other proprietary rights, whether
registered, unregistered, issued or unissued, may be challenged by others or invalidated through administrative proceedings and/or
We may be required to spend significant resources to secure, maintain, monitor and protect our intellectual property rights and
other proprietary rights. Despite our efforts, we may not be able to prevent third parties from infringing upon, misappropriating or
otherwise violating our intellectual property rights and other proprietary rights. We may initiate claims, administrative proceedings
and/or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary
rights to enforce and/or maintain the validity of such rights. Any such action, if initiated, whether or not it is resolved in our favor,
could result in significant expense to us, and divert the efforts of our technical and management personnel, which may have a material
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If a third party brings any claim against us based on third-party intellectual property rights and/or other proprietary rights, we
will be required to spend significant resources to defend and challenge such claim, as well as to invalidate any such rights. Any such
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Our future success also depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled
Similar paragraph at 1 of 31 other Crypto companies: RIOTmanagement and other employees. It is difficult to locate experienced executives in our industry. Further, competition for facility
design, construction management, operations, data processing, engineering, IT, risk management and sales and marketing and other
highly skilled personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent
with our existing compensation and salary structure at this stage in our development. We may be unable to attract and retain our senior
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AI industries, the demand for high-density colocation infrastructure and services, and the blockchain industry and the blockchain
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We and our customers are affected by general business and economic conditions in the United States and globally, particularly
those impacting the cloud computing, machine learning and AI industries. These conditions include short-term and long-term interest
rates, inflation, money supply, political issues, legislative and regulatory changes, including the imposition of new tariffs affecting our
or our customers’ products and services, fluctuations in both debt and equity capital markets and broad trends in industry and finance,
all of which are beyond our control. Macroeconomic conditions that affect the economy and the economic outlook of the United States
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increasing network hash rate, reducing our share of network hash rate, and thereby reducing our revenue, profitability and financial
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Unforeseen global events, such as the armed conflict between Russia and Ukraine and the Israel-Hamas conflict, could
adversely affect our business and results of operations. These and similar conflicts, including any resulting sanctions, export controls
or other restrictive actions that may be imposed by the United States and/or other countries, have created global security concerns that
could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could
adversely affect our business and results of operations. To the extent that these conflicts have increased the global cost of energy and
Similar paragraph at 1 of 31 other Crypto companies: RIOTdisrupted the demand for and price of bitcoin, it has and could continue to have an impact on our business. Sanctions, bans or other
economic actions in response to conflicts could result in an increase in costs and disruptions to the Company. The extent of such items
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Much of the equipment necessary for high-density colocation and almost entirely all of the equipment necessary for digital asset
mining is manufactured outside of the United States. There is currently significant uncertainty about the future relationship between
the United States and various other countries, including China, the European Union, Canada, and Mexico, with respect to trade
policies, treaties, tariffs and customs duties, and taxes. For example, since 2019, the U.S. government has implemented significant
changes to U.S. trade policy with respect to China. These tariffs have subjected certain digital asset mining equipment manufactured
overseas to additional import duties of up to 25%. The amount of the additional tariffs and the number of products subject to them has
changed numerous times based on action by the U.S. government. These tariffs have increased costs of digital asset mining equipment,
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ineffectiveness of our internal control over financial reporting and disclosure controls and procedures as of the end of the period
covered by this Annual Report on Form 10-K. While we are working to remediate the identified material weakness, we cannot
assure you whether or when we will be successful in remediating the identified material weakness or that additional material
weaknesses will not be identified in the future. Failure to maintain an effective system of internal control may result in material
Similar paragraph at 1 of 31 other Crypto companies: NAKAmisstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
Similar paragraph at 1 of 31 other Crypto companies: NAKAIn connection with the preparation of our consolidated financial statements for the year ended December 31, 2025, management
identified the following material weakness in the Company’s internal control over financial reporting: the Company did not effectively
operate controls to account for intended demolition of building and infrastructure assets, including evaluation of impairment, related to
the conversion of facilities from digital asset mining operations to HPC colocation infrastructure due to insufficient complement of
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on a timely basis. As described in Note 3 — Restatement of Previously Issued Financial Statements in Item 8 of Part II, to the
consolidated financial statements included in this Annual Report on Form 10-K, this material weakness resulted in the restatement of
our previously issued consolidated financial statements as of and for the three and six months ended June 30, 2024, the three and nine
months ended September 30, 2024, the year ended December 31, 2024, the three months ended March 31, 2025, the three and six
months ended June 30, 2025, and the three and nine months ended September 30, 2025.
With the oversight of our senior management and Audit Committee, we have instituted plans to remediate the material
weakness and will continue to take remediation steps, including (i) implementing additional training for accounting personnel on the
evaluation of novel transactions related to property, plant and equipment, and (ii) implementing additional levels of management
review and oversight, including consultation with external technical accounting resources as necessary, over significant accounting
conclusions related to property, plant and equipment, including those involving the application of accounting guidance to novel or
While we believe the measures described above will remediate the material weakness identified and strengthen our internal
control over financial reporting, we cannot assure you that the measures we have taken to date, or any measures we may take in the
future, will be sufficient to remediate the control deficiencies that have led to a material weakness in our internal control over financial
Similar paragraph at 1 of 31 other Crypto companies: GEMIreporting or that they will prevent or avoid potential future material weaknesses.
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financial reporting, investor confidence and the value of our securities could be materially and adversely affected. Any failure to
implement and maintain effective internal control over financial reporting could result in additional errors in our financial statements
that could require further restatement, cause us to fail to meet our reporting obligations, and cause investors to lose confidence in our
reported financial information, any of which could adversely affect the trading price of our securities.
For more information relating to our disclosure controls and procedures and internal control over financial reporting, the
Similar paragraph at 1 of 31 other Crypto companies: GLXYmaterial weakness and our remediation efforts, see Part II, Item 9A., Controls and Procedures of this Annual Report on Form 10-K.
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Under GAAP, we review our long-lived assets, such as fixed assets and intangible assets, for impairment when events or
changes in circumstances indicate the carrying value may not be recoverable. A significant portion of our total assets consists of fixed
assets. Factors that may be considered in assessing whether long-lived assets may not be recoverable include reduced estimates of
future cash flows and slower growth rates in our industry. We may experience unforeseen circumstances that adversely affect the
value of our fixed assets and trigger an evaluation of the recoverability of the recorded fixed assets. Our results of operations may be
materially impacted if we are required to record a significant charge due to an impairment of our fixed assets. See financial statement
Note 5 — Property, Plant, and Equipment and Note 2 - Summary of Significant Accounting Policies in the consolidated financial
statements for the year ended December 31, 2025, for discussions of recently recognized impairments.
Our hosting operations are subject to hazards and risks normally associated with the daily operations of facilities. Currently, we
maintain various insurance policies for business interruption for lost profits, property and casualty, public liability, commercial
employee, workers’ compensation, personal property and auto liability. Our business interruption insurance for lost profits includes
coverage for business interruptions, our property and casualty insurance includes coverage for equipment breakdowns and our
commercial employee insurance includes employee group insurance. We believe our insurance coverage adequately covers the risks of
our daily business operations. However, our current insurance policies may be insufficient in the case of prolonged, catastrophic or
certain other events. Further, the digital assets held by us are not insured. The occurrence of any event that is not entirely covered by
our insurance policies may result in interruption of our operations, subject us to significant losses or liabilities and damage our
Similar paragraph at 1 of 31 other Crypto companies: BKKTRead in the 10-K ↗
availability of new generation mining machines offered for sale at a price conducive to profitable digital asset mining, as well as the
trading price of digital assets such as bitcoin. The market price and availability of new mining machines fluctuate with the price of
Similar paragraph at 1 of 31 other Crypto companies: EXODbitcoin and can be volatile. Higher bitcoin prices increase the demand and cost for mining equipment. In addition, as more companies
seek to enter the mining industry, the demand for machines may outpace supply and create mining machine equipment shortages.
Digital asset mining equipment suppliers, may not be able to keep pace with any surge in demand for mining equipment. Further,
manufacturing mining machine purchase contracts are not favorable to purchasers and we may have little or no recourse in the event a
mining machine manufacturer defaults on its mining machine delivery commitments. If we are not able to obtain a sufficient number
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Historically, miner manufacturers have required advance deposits for miner purchases. These deposits tie up significant
amounts of cash several months before mining machines are received and operable to generate revenue. These advance deposits
further drive the financial burden of operating a capital-intensive business. Miner manufacturers holding a deposit from the Company
may go out of business before delivering purchased miners, or for other reasons fail to deliver the miners associated with the deposit.
There is no certainty that, in such circumstances, we would succeed in recovering any of our deposit, which could materially and
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We utilize third party mining pools to receive our earned mining rewards from a given network. Mining pools allow mining
participants to combine their processing power, which increases the chances of solving a block and the pool getting paid by the
network. Contractually determined rewards are distributed by the pool operator, proportionally to our contribution to the pool’s overall
mining power used to generate each block. We are dependent on the accuracy of the mining pool operator’s record keeping to
accurately record our proportion of the total processing power provided to the pool. While we have internal methods of tracking both
our power provided and the total power used by the pool, the mining pool operator uses its own method to determine our proportion of
the pool’s total rewards. We have little means of recourse against the mining pool operator if we determine the proportion of the
reward paid out to us by a mining pool operator is incorrect, other than leaving the pool. If we are unable to consistently obtain
accurate proportionate rewards from our mining pool operators, we may experience reduced reward for our efforts, which would have
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New blockchain consensus protocols are continuously being deployed, and existing and new protocols are in a state of constant
change and development. While certain blockchains currently employ a “proof-of-work” consensus algorithm, whereby transaction
processors called “miners” are required to expend significant amounts of electrical and computing power to solve complex
mathematical problems in order to validate transactions and create new blocks in a blockchain, there may be a shift towards adopting
alternative consensus algorithms. These protocols may include a “proof-of-stake” algorithm or an algorithm based on a protocol other
than proof-of-work, which may decrease the reliance on computing power as an advantage to validating blocks. Our mining operations
are currently designed to primarily support Bitcoin and other protocols employing a proof-of-work consensus algorithm. Should the
Bitcoin consensus protocol shift from a proof-of-work consensus algorithm to a proof-of-stake consensus algorithm, or should new
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result, and may be negatively impacted if a switch to proof-of-stake validation were to occur. Any such change to transaction
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The further development and acceptance of consensus algorithms and other cryptographic and algorithmic protocols are
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Our business model has evolved in the past and continues to do so. After originally being founded in order to engage in the
business of verifying and confirming transactions on a blockchain (also known as transaction processing, or “mining”), we have begun
the provision of digital infrastructure colocation services to a third party engaged in high performance computing and have announced
plans to convert most of our existing facilities to provide colocation services to other high-density colocation customers. We have
generated limited revenue from providing high-density colocation services, and we do not know whether our change in business model
will be successful. To date, our revenue has primarily come from digital asset mining for our own account and digital asset mining
hosting services. The evolution of and modifications to our business strategy will continue to increase the complexity of our business
and have placed significant strain on our management, personnel, operations, systems, technical performance and financial resources.
Future additions to or modifications of our business strategy are likely to have similar effects. Further, any new services that we offer
that are not favorably received by the market could damage our reputation or our brand. We may not ever generate sufficient revenues
or achieve profitably in the future or have adequate working capital to meet our obligations.
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The businesses in which we currently operate and the high-density colocation business in which we intend to grow are highly
innovative, rapidly evolving and characterized by healthy competition, experimentation, frequent introductions of new products and
services and uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future as
existing and new competitors introduce new products or enhance existing products. We compete against a number of companies
operating both within the United States and abroad that have greater financial and other resources at their disposal. If we are unable to
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We compete with other bitcoin miners and with a range of hosting providers and blockchain providers for some or all of the
services we offer. We face competition from numerous developers, owners and operators in the blockchain industry, including
technology companies, such as hyperscale cloud players, managed service providers and real estate investment trusts (“REITs”), some
of which own or lease properties similar to ours, or may do so in the future, in the same submarkets in which our properties are
located. Cloud offerings may also influence our customers to move workloads to cloud providers, which may reduce the services they
obtain from us. Our current and future competitors may vary from us in size, service offerings and geographic presence.
Competition is primarily centered on reputation and track record; design, size, quality, available power and geographic
coverage of hosting space; quality of installation and customer equipment repair services; relationships with equipment manufacturers
and ability to obtain replacement parts; technical and software expertise; and financial strength and price. Some of our current and
future competitors may have greater brand recognition, longer operating histories, stronger marketing, technical and financial
resources and access to greater and less expensive power than we do. In addition, many companies in the industry are consolidating,
which could further increase the market power of our competitors. Further, we also face significant competition from other users and/
or companies that are processing transactions on one or more digital asset networks, as well as other potential financial vehicles,
including securities, derivatives or futures backed by, or linked to, digital assets through entities similar to us, such as exchange-traded
funds. Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in other
Similar paragraph at 1 of 31 other Crypto companies: HYPDRead in the 10-K ↗
condition and results of operations and potentially the value of any digital assets we hold or expect to acquire for our own account.
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As an early stage company with operations focused in the digital asset mining industry, we have in the past experienced, and
may in the future experience, difficulties in establishing relationships with banks, leasing companies, insurance companies and other
financial institutions to provide us with customary leasing and financial products and services, such as bank accounts, lines of credit,
insurance and other related services, which are necessary for our operations. To the extent a significant portion of our business consists
of digital asset transaction mining, processing or hosting, we may in the future continue to experience difficulty obtaining additional
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The Office of Financial Assets Control of the U.S. Department of Treasury (“OFAC”) requires us to comply with its sanction
program and not conduct business with persons named on its SDN list. However, because of the pseudonymous nature of blockchain
Similar paragraph at 1 of 31 other Crypto companies: CLSKtransactions, we may inadvertently engage in transactions with persons named on OFAC’s SDN list. Our internal policies prohibit any
transactions with such SDN individuals, but we may not adequately determine the ultimate identity of the individual with whom we
transact with respect to selling digital assets. In addition, in the future, OFAC or another regulator, may require us to screen
transactions for OFAC addresses or other bad actors before including such transactions in a block, which may increase our compliance
costs, decrease our anticipated transaction fees and lead to decreased traffic on our network. Any of these factors, consequently, could
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Moreover, federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual depiction commonly
known as child pornography. Recent media reports have suggested that persons have imbedded such depictions on one or more
blockchains. Because our business requires us to download and retain one or more blockchains to effectuate our ongoing business, it is
possible that such digital ledgers contain prohibited depictions without our knowledge or consent. To the extent government
enforcement authorities literally enforce these and other laws and regulations that are impacted by decentralized distributed ledger
technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and
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If regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”)
under the regulations promulgated by the Financial Crimes Enforcement Network (“FinCEN”) under the authority of the U.S.
Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which could be substantial or cost-
prohibitive. If we become subject to these regulations, our costs in complying with them may have a material negative effect on our
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us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.
To the extent that our activities would cause us to be deemed a “money transmitter” (“MT”) or equivalent designation, under
state law in any state in which we may operate, we may be required to seek a license or otherwise register with a state regulator and
comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records
and other operational requirements. For example, in August 2015, the New York State Department of Financial Services enacted the
first U.S. regulatory framework for licensing participants in “virtual currency business activity.” The regulations, known as the
“BitLicense,” are intended to focus on consumer protection and regulate the conduct of businesses that are involved in “virtual
currencies” in New York or with New York customers and prohibit any person or entity involved in such activity to conduct activities
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While certain digital assets may be deemed to be securities, we do not believe that certain other digital assets, in particular
Similar paragraph at 1 of 31 other Crypto companies: EXODbitcoin, are securities; therefore, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis will comprise digital assets that could be considered investment securities. Accordingly, we do not
believe that we are an inadvertent investment company by virtue of the 40% inadvertent investment company test as described in the
second bullet point above. Although we do not believe any of the digital assets we may own, acquire, earn or mine are securities, there
is still some regulatory uncertainty on the subject, see “-There is no one unifying principle governing the regulatory status of digital
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operations.” If certain digital assets, including bitcoin, were to be deemed securities, and consequently, investment securities by the
SEC, we could be deemed an inadvertent investment company. Similarly, if we were to acquire digital assets deemed investment
securities to hold for our own account or to engage in certain transactions, such as loan or repurchase transactions, we could be
If we were to be deemed an inadvertent investment company, we may seek to rely on Rule 3a-2 under the 1940 Act, which
allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which the issuer owns
securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (b)
Similar paragraph at 1 of 31 other Crypto companies: FIGRRead in the 10-K ↗
issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are putting in place
Similar paragraph at 1 of 31 other Crypto companies: FIGRpolicies that we expect will work to keep the investment securities held by us at less than 40% of our total assets, which may include
acquiring assets with our cash, liquidating our investment securities or seeking no-action relief or exemptive relief from the SEC if we
are unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner. As Rule 3a-2 is available to an
issuer no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the
40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain
investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to
become an investment company engaged in the business of investing and trading securities.
Similar paragraph at 1 of 31 other Crypto companies: MARARead in the 10-K ↗
The 1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment
Similar paragraph at 1 of 31 other Crypto companies: FIGRcompanies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations
Similar paragraph at 1 of 31 other Crypto companies: FIGRon the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. We
intend to continue to conduct our operations so that we will not be deemed to be an investment company under the 1940 Act.
However, if anything were to happen that would cause us to be deemed to be an investment company under the 1940 Act,
requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates and
ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the
agreements and arrangements between and among us and our senior management team and materially and adversely affect our
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We intend to conduct our operations so that we are not required to register as an investment company under the 1940 Act.
Specifically, we do not believe that bitcoin, are securities. The SEC Staff has not provided guidance with respect to the treatment of
these assets under the 1940 Act. To the extent the SEC Staff publishes new guidance with respect to these matters, we may be required
to adjust our strategy or assets accordingly. We may not be able to maintain our exclusion from registration as an investment company
under the 1940 Act. In addition, as a consequence of our seeking to avoid the need to register under the 1940 Act on an ongoing basis,
we may be limited in our ability to engage in digital asset mining operations or otherwise make certain investments or engage in
certain transactions, and these limitations could result in our holding assets we may wish to sell or selling assets we may wish to hold,
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and custodians, may increase our compliance costs and adversely impact the market for digital assets.
Federal and state legislatures and regulatory agencies have already enacted and are expected to continue to introduce and enact
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example, in July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act (“GENIUS Act”) was signed into
law, creating the first comprehensive regulatory framework for payment stablecoins. The U.S. House of Representatives and the U.S.
Congress have also passed separate bills covering potential market structure legislation that would regulate digital asset issuers and
intermediaries, which are currently under consideration (the “Proposed Market Structure Legislation”). In addition, the Federal
Reserve Board and certain U.S. agencies (including the SEC, the U.S. Commodity Futures Trading Commission (the “CFTC”),
FinCEN, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, and the Federal Bureau of
Investigation), among other regulators, as well as the White House, have issued reports and releases concerning digital assets,
including bitcoin and digital asset markets. For example, in January 2025, the Acting SEC Chairman announced the launch of a crypto
task force dedicated to developing a comprehensive and clear regulatory framework for crypto assets, in contrast to the SEC’s prior
reliance on enforcement actions to regulate cryptocurrencies. The announcement of the SEC crypto task force was followed by a string
of SEC staff guidance covering memecoins, stablecoins, staking and other crypto products, as well as a series of no action letters
issued to crypto industry participants. More recently, SEC Chairman Paul Atkins gave a speech detailing the SEC’s “Project Crypto,”
However, the extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty, and they may
not be ascertainable in the near future. It is possible that new laws and increased regulation and regulatory scrutiny may require the
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which could have a negative effect on the value of bitcoin, which in turn would have a negative effect on the value of the Company’s
Uncertain and evolving regulation of digital assets—including the absence of a single unifying standard for determining
whether a digital asset is a “security”—could require significant changes to our business, subject us to enforcement or litigation,
restrict the use of digital assets, and adversely affect our business, financial condition, results of operations, and the market price
Similar paragraph at 13 of 31 other Crypto companies: BKKT, BMNR, BTBT, CRCL, DJT, EXOD, FIGR, FWDI and 5 moreDigital assets exist within a fragmented and rapidly evolving global regulatory landscape. There is no single, uniform legal
principle that governs the regulatory status of digital assets across jurisdictions or even within a single jurisdiction, and the question of
whether, when, and under what facts a particular digital asset or activity constitutes a “security,” “commodity,” “money” or “property”
remains unsettled and highly fact-specific. U.S. federal and state regulators, foreign regulators, courts, and standards-setting bodies
have taken differing, and at times conflicting, positions on the characterization and regulation of digital assets and related activities.
For example, authorities have treated digital assets, depending on context, as securities, commodities, money or money equivalents,
property, or as a distinct class of digital financial assets subject to bespoke regimes. Some countries have imposed broad restrictions or
prohibitions on certain digital asset activities, while others have adopted comprehensive licensing frameworks specific to crypto asset
service providers. This patchwork of approaches results in overlapping, unclear, and changing obligations that can be difficult to
Within the United States, multiple regulatory regimes can apply to digital assets and related activities, including federal and
state securities laws, commodities and derivatives laws, money transmission and payments laws, banking and trust company laws,
consumer protection rules, anti-money laundering and sanctions requirements, and data and cybersecurity laws. U.S. federal regulators
and courts have reached differing conclusions regarding whether particular digital assets or transactions constitute securities or
commodities, and the scope of jurisdiction and applicable obligations may turn on nuanced and evolving interpretations. If a digital
asset that we hold, receive, or otherwise interact with were determined to be a security under U.S. federal or state law, the offer, sale,
custody, or secondary trading of that asset could become subject to extensive registration, disclosure, and conduct requirements, and
platforms or intermediaries facilitating related activity could be required to register under securities laws. Conversely, if a digital asset
or transaction is treated as a commodity or “retail commodity transaction,” additional regulation and oversight by commodities
regulators may apply. These determinations may occur through legislation, rulemaking, judicial decisions, or enforcement actions and
As a result of this regulatory uncertainty, we face risks that include, among others, the need to modify, limit, or discontinue
certain activities; to obtain new licenses or registrations or comply with new standards and to enhance or redesign compliance,
surveillance, and reporting systems. New or revised rules—domestically or abroad—could, for example, require changes to how we
recognize, record, safeguard, transfer, or value digital assets; impose capital, reserve, segregation, or custody requirements; mandate
additional transaction monitoring, travel rule compliance, or sanctions screening; or alter permissible marketing, disclosures, and
consumer protections. Any of these developments could increase our costs, reduce operational flexibility, limit access to
counterparties or financial services, delay product development or market entry, or result in loss of revenue and market share.
Enforcement and supervisory activity add further uncertainty. U.S. and foreign authorities have pursued investigations and
actions alleging that certain digital assets are securities or otherwise subject to financial regulatory frameworks, that certain market
participants operated without required registrations or licenses, or that compliance programs were inadequate. Interpretive positions
can change, sometimes without clear transition periods or safe harbors, and adverse outcomes in litigation or enforcement against
industry participants could prompt us to reassess the regulatory status of digital assets with similar characteristics or to change our
Legislative initiatives are also in flux. In the United States, Congress and state legislatures have considered proposals that could
redefine the allocation of jurisdiction between market regulators, create new registration categories for digital asset intermediaries, or
impose bespoke disclosure, market integrity, and customer protection requirements. Internationally, jurisdictions have adopted or are
implementing comprehensive regulatory frameworks for crypto asset service providers that may impose scope, licensing, prudential,
conduct, market abuse, and disclosure obligations different from or stricter than U.S. requirements. Divergent implementation
timelines and standards across countries can create conflicts of law, duplicative compliance burdens, and uncertainty regarding cross
Tax and financial reporting requirements are likewise evolving. U.S. and foreign tax authorities continue to expand information
reporting and withholding regimes applicable to digital asset transactions and intermediaries. These requirements may be complex and
costly to implement, and failure to comply could result in penalties, enforcement actions, or customer attrition. Changes in tax,
accounting, or financial reporting standards or interpretations applicable to digital assets may also require us to modify policies,
systems, disclosures, and controls, which could affect reported results and comparability.
We cannot predict the timing, scope, direction, or impact of regulatory or legislative changes, supervisory priorities,
enforcement approaches, judicial decisions, or tax and reporting rules relating to digital assets. Any new law, rule, guidance,
interpretation, administrative action, or court decision—domestically or abroad—could result in heightened compliance obligations,
licensing or registration requirements, restrictions on our operations or on the use, transferability, or liquidity of digital assets,
increased costs, loss of customers or business partners, reputational harm, and exposure to civil, criminal, or administrative penalties.
Any of these outcomes could materially and adversely affect our business, prospects, financial condition, results of operations, and the
Similar paragraph at 14 of 31 other Crypto companies: BKKT, BMNR, BTBT, CRCL, DJT, EXOD, FIGR, GME and 6 moreRead in the 10-K ↗
Companies across all industries and around the globe are facing increasing scrutiny relating to their ESG policies and
disclosures. Regulators, investors, lenders, customers and other market participants are increasingly focused on ESG practices and in
recent years have placed increasing importance on the implications and social cost of investments. The increased focus and activism
related to ESG may hinder our access to capital, as investors and lenders may reconsider their capital investment allocation as a result
of their assessment of our ESG practices. If our ESG practices do not meet evolving regulator, investor, lender, customer or other
industry stakeholder expectations and standards or if we do not adapt to or comply with regulator, investor, lender, customer or other
industry shareholder expectations and standards, our reputation, ability to attract and/or retain employees, financial condition and/or
share price could be negatively impacted. We may also incur additional costs if we do not adapt to or comply with stakeholder
expectations about our electricity usage and other ESG concerns. Our failure or perceived failure to adapt to or comply with existing
and potential government regulations, which are evolving but may relate to the suitable deployment of electric power, or which are
perceived to have not responded appropriately to the growing concern for ESG issues, our reputation would suffer which would have
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Generally, we rely primarily on a combination of white papers and other disclosure documents prepared by the creators of
applicable digital assets, as well as on our management’s ability to obtain adequate information to evaluate the potential implications
of transacting in these digital assets. However, such white papers and other disclosure documents and information may contain
misleading and/or fraudulent statements (which may include statements concerning the creators’ ability to deliver in a timely fashion
the product and/or service disclosed in their white papers and other disclosure documents) and/or may not reveal any unlawful
activities by the creators. Recently, there has been an increasing number of investigations and lawsuits by the SEC and the CFTC
involving digital asset creators for fraud and misappropriation, among other charges. Additionally, FinCEN has increased its
enforcement efforts involving digital asset creators regarding compliance with anti-money laundering and Know-Your-Customer laws.
To the extent that any of these creators make misleading and/or fraudulent disclosures or do not comply with federal, state or
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to make a fully informed business decision relating to our transacting in or otherwise involving such digital assets, which could have a
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Our ability to comply with applicable complex and evolving laws, regulations, and rules is largely dependent on the
Similar paragraph at 1 of 31 other Crypto companies: EXODestablishment and maintenance of our compliance, audit, and reporting systems, as well as our ability to attract and retain qualified
compliance and other risk management personnel. While we plan to devote significant resources to develop policies and procedures to
identify, monitor and manage our risks, we cannot assure you that our policies and procedures will always be effective against all
types of risks, including unidentified or unanticipated risks, or that we will always be successful in monitoring or evaluating the risks
Changes in accounting standards and interpretations for crypto assets could materially affect our financial statements,
Similar paragraph at 1 of 31 other Crypto companies: NAKAresults of operations, and the carrying value of our digital asset holdings, and could adversely impact our business and the market
The accounting rules governing crypto assets continue to evolve and are subject to further change and interpretation by standard
setters and regulators, including the Financial Accounting Standards Board (FASB) and the SEC. Recent changes in accounting
standards have already resulted in significant changes to how entities measure, present, and disclose crypto assets, including the
requirement to subsequently measure certain crypto assets at fair value with changes recognized in net income each reporting period
and to separately present those assets and related gains and losses in the financial statements. Additional amendments, interpretive
guidance, transition requirements, or clarifications could require us to change our accounting, revise our disclosures, and adjust prior
period presentations, as well as increase the volatility of our reported results. Any such changes could require substantial time and
resources to implement, and there can be no assurance that our future financial statements will be comparable to those in prior periods.
Similar paragraph at 1 of 31 other Crypto companies: EXODWe cannot predict the timing or content of future changes to accounting standards or interpretations for crypto assets, nor can
we assure investors that we will not be required to make further changes to our accounting policies, reclassify prior‑period amounts, or
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Our business requires significant capital, and we may require additional capital in the future to execute our growth strategy. For
Similar paragraph at 1 of 31 other Crypto companies: ABTCthe years ended December 31, 2025 and 2024, we incurred approximately 729.0 million and $95.0 million in capital expenditures,
respectively. Historically, we have financed these investments through cash flows from operation and external borrowings. These
sources of capital may not be available to us in the future. Our ability to arrange new financing, either at the corporate level, a non-
recourse project-level subsidiary or otherwise, and the costs of such capital, are dependent on numerous factors, including credit
availability from banks and other financial institutions, investor confidence in us and the regional markets in which we operate,
maintenance of acceptable credit ratings or our financial performance and level of indebtedness. Other companies with which we
compete may have greater liquidity, more unencumbered assets, less indebtedness, greater access to credit and other financial
resources, lower cost structures, more effective risk management policies and procedures, greater ability to incur losses, longer-
standing relationships with customers, or greater flexibility in the timing of their sale of generation capacity and ancillary services than
we do. If we are unable to fund capital expenditures for any reason, we may not be able to capture available growth opportunities and
Similar paragraph at 1 of 31 other Crypto companies: EXODRead in the 10-K ↗
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay
amounts due under our indebtedness, including the notes, and our cash needs may increase in the future. In addition, any future
indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business,
raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our
indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other
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Holders of the $460.0 million aggregate principal amount of our 3.00% Convertible Senior Notes due 2029 (the “2029
Convertible Notes”), subject to a limited exception, may require us to repurchase their notes for cash following certain corporate
events that constitute a “fundamental change” equal to the principal amount of the notes to be repurchased, plus accrued and unpaid
Similar paragraph at 1 of 31 other Crypto companies: DJTinterest, if any, to, but excluding, the fundamental change repurchase date. From and after June 1, 2029, noteholders may convert their
notes at any time at their election until the close of business on the scheduled trading day immediately before September 1, 2029. The
Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and
Further, holders of the $625.0 million aggregate principal amount of our 0.00% convertible senior notes due 2031 (the “2031
Convertible Notes”), subject to a limited exception, may require us to repurchase their notes on December 15, 2027 or following
certain corporate events that constitute a “fundamental change” at a cash repurchase price equal to the principal amount of the notes to
be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the optional repurchase date
or the fundamental change repurchase date, as applicable. From and after March 17, 2031, noteholders may convert their notes at any
time at their election until the close of business on the scheduled trading day immediately before June 15, 2031. The Company will
settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its
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We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2029
Convertible Notes or 2031 Convertible Notes or pay any cash amounts due upon conversion of the 2029 Convertible Notes or 2031
Convertible Notes. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may
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Our failure to repurchase the 2029 Convertible Notes or 2031 Convertible Notes or pay any cash amounts due upon conversion when
required under the indenture governing the 2029 Convertible Notes or the indenture governing the 2031 Convertible Notes, as
applicable, will constitute a default under the applicable indenture. A default under either indenture or the fundamental change itself
could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming
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these notes could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a
fundamental change, then, except as described in this offering memorandum, noteholders will have the right to require us to
repurchase their notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to
temporarily increase the conversion rate. In either case, and in other cases, our obligations under the 2029 Convertible Notes or 2031
Convertible Notes, or any future notes, and the indentures governing these notes could increase the cost of acquiring us or otherwise
discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders
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In the event the conditional conversion feature of the 2029 Convertible Notes or 2031 Convertible Notes is triggered,
noteholders will be entitled to convert the notes at any time during specified periods at their option. If one or more noteholders elect to
convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than
paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation
through the payment of cash, which could adversely affect our liquidity. In addition, even if noteholders do not elect to convert their
notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a
current rather than long-term liability, which would result in a material reduction of our net working capital.
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As of December 31, 2025, we had U.S. federal and state net operating loss (“NOL”) carryforwards of approximately
$727.8 million and $184.2 million, respectively, U.S. federal and state capital loss carryforwards of approximately $220.7 million and
$47.8 million, respectively, and certain other tax attributes, including disallowed business interest expense carryforwards under
Section 163(j) of the Internal Revenue Code of 1986 (the “Internal Revenue Code”), that could be utilized to offset future taxable
income. The amount of our tax attributes are subject to examination and adjustment by applicable taxing authorities. Our federal
NOLs can be carried forward indefinitely, our state NOL carryforwards begin to expire in 2033 and our capital loss carryforwards
Under Sections 382 and 383 of the Internal Revenue Code, if a corporation (or a consolidated group) undergoes an “ownership
change,” its ability to utilize certain of its federal tax attributes (including NOL and capital loss carryforwards) to offset certain of its
taxable income may be subject to certain limitations. In general, an ownership change occurs if the aggregate stock ownership of
certain shareholders (generally 5% shareholders, applying certain look-through and aggregation rules) increases by more than 50%
over such shareholders’ lowest percentage ownership during the testing period (generally three years). Similar rules may apply under
Certain equity trading activity and other actions prior to the Effective Date of the Plan of Reorganization could have resulted in
an ownership change for purposes of Sections 382 and 383 of the Internal Revenue Code independent of the Plan of Reorganization,
which could adversely affect our ability to utilize our tax attributes to a greater extent than an ownership change occurring as a result
Similar paragraph at 1 of 31 other Crypto companies: EXODof the consummation of the Plan of Reorganization. In an attempt to minimize the likelihood of such an ownership change occurring,
we obtained a final order from the Bankruptcy Court authorizing certain protective equity trading procedures.
Based upon the evaluation of ownership changes occurring upon the Company’s emergence from bankruptcy on January 23,
2024, an ownership change likely occurred, which may limit our ability to utilize our federal NOL and capital loss carryforwards and
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In early 2014, the IRS issued basic guidance on the tax treatment of digital assets. The IRS has taken the position that a digital
asset is “property” instead of “currency” for income tax purposes. As such, general tax principles applicable to property transactions
apply to the acquisition, ownership, use, and disposition of digital assets. This overall treatment creates a potential tax liability for, and
potential tax reporting requirements applicable to, us in any circumstance where we earn or otherwise acquire, mine, own, use, or
dispose of a digital asset. In 2019, the IRS issued additional guidance specifically relating to the income tax consequences that could
arise from a digital asset hard fork event in which a new unit of digital asset may or may not be received, and released frequently
Similar paragraph at 1 of 31 other Crypto companies: EXODasked questions to address certain digital asset topics such as tax basis, gain, or loss on the sale or exchange of certain kinds of digital
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judicial determinations in the future will not result in a tax treatment of digital assets and transactions in digital assets for tax purposes
Similar paragraph at 1 of 31 other Crypto companies: GLXYthat differs from the treatment described above. You are urged to consult your own tax advisor as to the tax implications of our
acquisition, ownership, use, and disposition of digital assets. The taxation of digital assets for state, local, or non-U.S. tax purposes
may not be the same as the taxation of digital assets for U.S. federal income tax purposes.
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Certain states, including New York and New Jersey, generally follow IRS guidance with respect to the treatment of digital
assets for state income tax purposes, but it is unclear if other states will do so. Transactions involving digital assets for other goods and
services may also be subject to sales and use or similar taxes under barter transaction treatment or otherwise. The treatment of digital
assets for state income tax and sales tax purposes may have negative consequences, including the imposition of a greater tax burden on
investors in digital assets or a higher cost with respect to the acquisition, ownership, use, and disposition of digital assets generally. In
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Non-U.S. jurisdictions may also elect to treat digital assets in a manner that results in adverse tax consequences. To the extent a
non-U.S. jurisdiction with a significant share of the market of digital asset owners or users imposes onerous tax burdens on such
owners or users, or imposes sales, use, or value added tax on acquisitions and dispositions of digital assets for fiat currency, such
actions could result in decreased demand for digital assets in such jurisdiction, which could impact the price of digital assets and have
Similar paragraph at 1 of 31 other Crypto companies: EXODRead in the 10-K ↗
All statements contained herein concerning U.S. federal income tax (or other tax) consequences are based on existing law and
interpretations thereof. The tax regimes to which we are subject or under which we operate, including income and non-income taxes,
are unsettled and may be subject to significant change. While some of these changes could be beneficial, others could negatively affect
our after-tax returns. In the future, the currently anticipated tax treatment may be modified by legislative, judicial or administrative
changes, possibly with retroactive effect. In addition, a tax authority or court may not agree with any particular interpretation of the
State, local or other jurisdictions could impose, levy or otherwise enforce tax laws against us. Tax laws and regulations at the
state and local levels frequently change, especially in relation to the interpretation of existing tax laws for new and emerging
industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future taxes,
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could result in substantial costs and a diversion of our management’s attention and resources.
Similar paragraph at 1 of 31 other Crypto companies: FIGRRead in the 10-K ↗
We may issue additional securities from time to time, including shares of common stock as a result of the exercise or vesting, as
Similar paragraph at 1 of 31 other Crypto companies: BKKTapplicable, of options or restricted stock units (“RSUs”). In addition, we may choose to issue shares of common stock pursuant to the
Similar paragraph at 1 of 31 other Crypto companies: EXODRead in the 10-K ↗
existing stockholders. We may issue and sell common stock, convertible securities, warrants and other equity securities in one or more
transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent
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about us or our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or
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our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of
these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could decrease, which might
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In connection with the Disclosure Statement and Plan of Reorganization that we filed with the Bankruptcy Court and the
hearing to consider confirmation of our Plan of Reorganization (as well as in certain other filings), we prepared projected financial
information for various reasons, including to demonstrate to the Bankruptcy Court the feasibility of the Plan of Reorganization and our
ability to continue operations upon our emergence from Chapter 11. Those projections were prepared solely for the purposes stated
therein and have not been, and will not be, updated on an ongoing basis and should not be relied upon by investors. At the time they
were prepared, the projections reflected numerous assumptions concerning our anticipated future performance with respect to then
prevailing and anticipated market and economic conditions that were and remain beyond our control and that may not materialize.
Projections are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic
and competitive risks and the assumptions underlying the projections or valuation estimates may prove to be wrong in material
respects. Actual results may vary significantly from those contemplated by the projections. As a result, investors should not rely on
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our emergence from bankruptcy, the uncertainties currently facing the business and changes we may make to the organizational
Similar paragraph at 1 of 31 other Crypto companies: EXODstructure to adjust to changing circumstances. Any potential delays in adopting our management incentive plan and other executive
benefits and compensation may make it difficult to retain key personnel and we may need to enter into retention or other arrangements
that could be costly to maintain. If executives, managers or other key personnel resign, retire or are terminated, or their service is
otherwise interrupted, we may not be able to replace them in a timely manner and we could experience significant declines in
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Beginning in the fourth quarter of 2025, digital asset prices experienced a significant drop, with bitcoin prices falling over 30%
from its highs and certain other digital assets experiencing larger price declines. These price declines and volatility may lead to
disruptions in the digital asset markets and financial difficulties for industry participants, including digital asset trading platforms,
hedge funds and lending platforms. We currently generate almost all of our revenue from bitcoin rewards that we earn through self-
mining in our facilities. Investing in bitcoin and other digital assets is speculative. Bitcoin and other digital assets have historically
experienced significant intraday and long-term price volatility, significantly impacted by momentum pricing. Momentum pricing
typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for
anticipated future appreciation in value. We believe that momentum pricing may have resulted, and may continue to result, in
significant and rampant speculation regarding future appreciation (or depreciation) in the value of digital assets, inflating and making
their market prices more volatile. In addition, there is currently growing but limited acceptance of digital assets in the retail and
commercial marketplace, as compared to the demand generated by investors seeking a long-term value retention or by speculators
seeking to profit from the short- or long-term holding of such digital assets, which may contribute to their levels of price volatility.
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Even if shareholders are able to hold their securities for the long-term, their securities may never generate a profit, since digital
asset markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations. Investors
should be aware that bitcoin and other digital assets may not maintain their long-term value in terms of future purchasing power and
that the acceptance of digital asset payments by mainstream retail merchants and commercial businesses may not continue to grow. If
the price of bitcoin or other digital assets declines, our profitability will decline.
Similar paragraph at 1 of 31 other Crypto companies: BKKTRead in the 10-K ↗
Under the current protocols governing the Bitcoin network, the reward for validating a new block on that network is cut in half
from time to time, which has been referred to in our industry as the “halving.” When the Bitcoin network was first launched, the
reward for validating a new block was 50 bitcoin. In 2012, the reward for validating a new block was reduced to 25 bitcoin. In July
2016, the reward for validating a new block was reduced to 12.5 bitcoin, and in May 2020, the reward was further reduced to 6.25
Similar paragraph at 1 of 31 other Crypto companies: EXODbitcoin. In April 2024, the Bitcoin protocol executed its fourth planned halving, wherein the bitcoin rewards issued for each solved
block declined from 6.25 bitcoin to 3.125 bitcoin. The next halving for the bitcoin blockchain is anticipated to occur sometime in
2028. In addition, other networks may operate under rules that, or may alter their rules to, limit the distribution of new digital assets.
We, and to our knowledge, our potential hosting customers, currently rely on these rewards to generate a significant portion of our
total revenue. If the award of digital assets for solving blocks and transaction fees are not sufficiently high, neither we nor our
customers may have an adequate incentive to continue mining and may cease mining operations altogether, which as a result may
significantly reduce demand for our hosting services. As a result, the halving of available rewards on the Bitcoin network, or any
reduction of rewards on other networks, would have a negative impact on our revenues and may have a material adverse effect on our
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As the number of bitcoin rewarded to transaction processors for validating blocks in the Bitcoin network decreases, the
incentive for transaction processors to continue contributing processing power to the network may shift toward transaction fees. Such
a shift may increase the transaction fees on a network. Higher transaction fees may reduce the utility of a network for an end user,
which may cause end users to reduce or stop their use of that network. Existing users may be motivated to switch from one digital
asset to another or back to fiat currency. In such case, the price of the relevant digital asset may decline substantially and could go to
zero. Such reduced price and demand for, and use of, the relevant digital asset and network, either as it applies to our mining services
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Over the past few years, digital asset mining operations have evolved from individual users mining with computer processors,
GPUs and first-generation ASIC servers. Currently, new processing power is predominantly added by incorporated and
unincorporated “professionalized” mining operations. Professionalized mining operations may use proprietary hardware or
sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital to acquire this
hardware, to lease operating space (often in data centers or warehousing facilities), and to pay the costs of electricity and labor to
operate the mining farms. As a result, professionalized mining operations are of a greater scale than prior mining operations and have
more defined and regular expenses and liabilities. These regular expenses and liabilities require professionalized mining operations to
maintain profit margins on the sale of digital assets. To the extent the price of digital assets decline and such profit margin is
constrained, professionalized mining participants are incentivized to more immediately sell digital assets earned from mining
operations, whereas it is believed that individual mining participants in past years were more likely to hold newly mined digital assets
for more extended periods. The immediate selling of newly earned digital assets greatly increases the trading volume of the digital
assets, creating downward pressure on the market price of digital asset rewards. The extent to which the value of digital assets earned
by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such
operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly earned digital assets rapidly
if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is negative. In a low
profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing digital asset prices. Lower
digital asset prices could result in further tightening of profit margins for professionalized mining operations creating a network effect
that may further reduce the price of digital assets until mining operations with higher operating costs become unprofitable forcing
them to reduce mining power or cease mining operations temporarily. Such circumstances could have a material adverse effect on our
business, prospects or operations and potentially the value of bitcoin and any other digital assets we earn through self-mining or
Similar paragraph at 1 of 31 other Crypto companies: EXODMining requires the investment of significant capital for the acquisition of hardware, leasing or purchasing space, involves
substantial electricity costs and requires the employment of personnel to operate the data facilities, which may lead mining operators
to liquidate their positions in digital assets to fund these capital requirements. In addition, if the reward of new digital assets for mining
declines, and/or if transaction fees are not sufficiently high, profit margins for mining operators may be reduced, and such operators
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the immediate selling of newly transacted digital assets by operators may increase the supply of such digital assets on the applicable
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However, the significant cash required by our expected high-density colocation growth initiatives will require us to sell the digital
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benefit from any future appreciation in the underlying value of that digital asset.
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To the extent that digital asset exchanges or other trading venues are involved in fraud or experience security failures or other
operational issues, a reduction in digital asset prices could occur. Digital asset market prices depend, directly or indirectly, on the
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regulated exchanges for securities, derivatives and other currencies. For example, during the past three years, a number of bitcoin
exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed
bitcoin exchanges were not compensated or made whole for the partial or complete losses of their account balances in such bitcoin
Similar paragraph at 1 of 31 other Crypto companies: EXODexchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with
additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or
programmed by attackers to disrupt computer operation, gather sensitive information, or gain access to private computer systems) and
Many digital asset exchanges currently do not provide the public with significant information regarding their ownership
Similar paragraph at 1 of 31 other Crypto companies: EXODstructure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or
may experience problems relating to, digital asset exchanges, which may cause the price of bitcoin to decline. For example, in the first
half of 2022, each of Celsius Mining, LLC, Voyager Digital Ltd., and Three Arrows Capital Ltd. declared bankruptcy, resulting in a
Similar paragraph at 1 of 31 other Crypto companies: EXODloss of confidence among participants in the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In
Similar paragraph at 1 of 31 other Crypto companies: GLXYNovember 2022, BlockFi Inc. and FTX Trading Ltd (“FTX”), the third largest digital asset exchange by volume at the time, halted
customer withdrawals, and, shortly thereafter, FTX and its subsidiaries filed for bankruptcy. Most recently, in January 2023, Genesis
In response to these events, the digital asset markets, including the market for bitcoin specifically, have experienced price
Similar paragraph at 1 of 31 other Crypto companies: EXODvolatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected, further
Similar paragraph at 1 of 31 other Crypto companies: EXODundermining confidence in the digital asset market and in bitcoin. These events have also negatively impacted the liquidity of the
Similar paragraph at 1 of 31 other Crypto companies: EXODdigital asset market as certain entities affiliated with FTX engaged in significant trading activity. If the liquidity of the digital asset
market continues to be negatively impacted by these events, digital asset prices, including the price of bitcoin, may continue to
experience significant volatility and confidence in the digital asset markets may be further undermined. A perceived lack of stability in
Similar paragraph at 1 of 31 other Crypto companies: EXODthe digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or
malware, government-mandated regulation, or fraud, may reduce confidence at least in part in digital asset networks and result in
greater volatility in bitcoin’s value. Because the value of bitcoin is derived from the continued willingness of market participants to
exchange government-issued currency that is designated as legal tender in its country of issuance through government decree,
regulation, or law (“fiat” currency) for bitcoin, should the marketplace for bitcoin be jeopardized or disappear entirely, permanent and
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Typically, digital asset transactions are not, from an administrative perspective, reversible without the consent and active
Similar paragraph at 1 of 31 other Crypto companies: MARAparticipation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the applicable
Similar paragraph at 1 of 31 other Crypto companies: MARAnetwork. Once a transaction has been confirmed and verified in a block that is added to the network blockchain, an incorrect transfer
of a digital asset or a theft of a digital asset generally will not be reversible and we may not be capable of seeking compensation for
Similar paragraph at 1 of 31 other Crypto companies: MARAany such transfer or theft. Although transfers of any digital assets we hold will not regularly be made to or from vendors, consultants,
Similar paragraph at 1 of 31 other Crypto companies: MARAservices providers, etc., it is possible that, through computer or human error, or through theft or criminal action, digital assets held by
us could be transferred from us in incorrect amounts or to unauthorized third parties. To the extent that we are unable to seek a
corrective transaction with such third party or are incapable of identifying the third party that has received our digital assets through
error or theft, we will be unable to revert or otherwise recover our incorrectly transferred digital assets. To the extent that we are
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and cold storage, are reasonably designed to safeguard our bitcoin and other digital assets from theft, loss, destruction or other issues
relating to hackers and technological attack. Nevertheless, the security procedures cannot guarantee the prevention of any loss due to a
security breach, software defect or act of God that may be borne by us. In addition, Coinbase’s limited liability under its services
agreement with us may limit our ability to recover losses relating to our bitcoin. If such digital assets are lost, stolen or destroyed
under circumstances rendering a third party liable to us, it is possible that the responsible third party may not have the financial
resources or insurance sufficient to satisfy any or all of our claims against the third party, or have the ability to retrieve, restore or
replace the lost, stolen or destroyed digital assets due to governing network protocols and the strength of the cryptographic systems
associated with such digital assets. To the extent that we are unable to recover on any of our claims against any such third party, such
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Digital assets are each accessible and controllable only by the possessor of both the unique public key and private key
Similar paragraph at 1 of 31 other Crypto companies: EXODassociated with the digital asset. Although we utilize the services of third-party holders of digital assets and sell digital assets as soon
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(“FDIC”) or the Securities Investor Protection Corporation (“SIPC”), and to date, neither the FDIC nor the SIPC has extended any
such protections to depositors of digital assets. Accordingly, our digital assets are not subject to the protections by FDIC or SIPC
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Digital assets face significant obstacles scaling transaction throughput, including high fees or slow transaction settlement times,
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Many digital asset networks face significant scaling challenges. For example, digital assets are limited with respect to how
many transactions can occur per second. In this respect, bitcoin may be particularly affected as it relies on the “proof-of-work”
validation, which due to its inherent characteristics may be particularly hard to scale to allow simultaneous processing of multiple
daily transactions by users. Participants in the digital asset ecosystem debate potential approaches to increasing the average number of
transactions per second that the network can handle and have implemented mechanisms or are researching ways to increase scale, such
as “sharding,” which is a term for a horizontal partition of data in a database or search engine, which would not require every single
There is no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement of digital
Similar paragraph at 1 of 31 other Crypto companies: SBETasset transactions will be effective, how long they will take to become effective or whether such mechanisms will be effective for all
digital assets. There is also a risk that any mechanisms of increasing the scale of digital asset settlements, such as the ongoing
upgrades as part of Ethereum 2.0, may significantly alter the competitive dynamics in the digital asset market and may adversely affect
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Latency in confirming transactions on a network can be caused by a number of factors, such as transaction processors ceasing
to support the network and/or supporting a different network. To the extent that any transaction processors cease to record transactions
on a network, such transactions will not be recorded on the blockchain of the network until a block is solved by a transaction processor
that does not require the payment of transaction fees or other incentives. Currently, there are no known incentives for transaction
processors to elect to exclude the recording of transactions in solved blocks. However, to the extent that any such incentives arise (for
example, with respect to bitcoin, a collective movement among transaction processors or one or more mining pools forcing bitcoin
users to pay transaction fees as a substitute for, or in addition to, the award of new bitcoin upon the solving of a block), transaction
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In addition, increasing growth and popularity of digital assets, ICOs and security token offerings, as well as non-digital asset
related applications that utilize blockchain technology on certain networks, can cause congestion and backlog, and as result, increase
latency on such networks. An increase in congestion and backlogs could result in longer transaction confirmation times, an increase in
unconfirmed transactions (that is, transactions that have yet to be included in a block on a network and therefore are not yet completed
transactions), higher transaction fees and an overall decrease in confidence in a particular network, which could ultimately affect our
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If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the
Similar paragraph at 1 of 31 other Crypto companies: UPXIactions of the computers) obtains a majority of the processing power dedicated to mining on the bitcoin or other network, it may be
Similar paragraph at 1 of 31 other Crypto companies: ABTCable to alter the blockchain on which the bitcoin or other network and most bitcoin or other digital asset transactions rely by
constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or
botnet could control, exclude, or modify the ordering of transactions, though it could not generate new bitcoin or digital assets or
transactions using such control. The malicious actor could “double-spend” its own bitcoin or digital assets (i.e., spend the same bitcoin
or digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained
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network, or the bitcoin or other community did not reject the fraudulent blocks as malicious, reversing any changes made to the
Although there are no known reports of malicious activity or control of the bitcoin blockchain achieved through controlling
over 50% of the processing power on the network, it is believed that certain mining pools may have exceeded the 50% threshold. The
possible crossing of the 50% threshold indicates a greater risk in that a single mining pool could exert authority over the validation of
bitcoin transactions. To the extent that the Bitcoin or other digital asset ecosystems, including developers and administrators of mining
pools, do not act to ensure greater decentralization of bitcoin or other digital asset mining processing power, the feasibility of a
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reduces confidence in the long-term viability of any or all of the networks or other similar peer-to-peer networks, or in the ability of
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operations. Additionally, a meritorious intellectual property rights claim could prevent us and other end-users from holding or
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The rules governing a network’s protocol are subject to constant change and, at any given time, there may be different groups
of developers that can modify a network’s protocol. As network protocols are not sold and their use does not generate revenues for
their development teams, the core developers are generally not compensated for maintaining and updating the network protocols.
Consequently, there may be a lack of financial incentive for developers to maintain or develop networks and the core developers may
lack the resources to adequately address emerging issues with network protocols. Although the bitcoin and other leading networks are
currently supported by core developers, such support may not continue or be sufficient in the future. To the extent that material issues
arise with Bitcoin or another network and the core developers and open-source contributors are unable to address the issues adequately
Any individual can download the applicable network software and make any desired modifications that alter the protocols and
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software downloads and upgrades, typically posted to development forums such as GitHub.com. Such proposed modifications can be
agreed upon, developed, adopted and implemented by a substantial majority of transaction processors, which, in such event, results in
a “soft fork” or “hard fork” on the relevant network. A “soft fork” occurs when an updated version of the validating protocol is still
“backwards compatible” with previous versions of the protocol. As a result, non-upgraded network participants with an older version
of the validating protocol will still recognize new blocks or transactions and may be able to confirm and validate a transaction;
however, the functionality of the non-upgraded network participant may be limited. Thus, non-upgraded network participants are
incentivized to adopt the updated version of the protocol. The occurrence of a soft fork could potentially destabilize mining and
increase transaction and development costs and decrease trustworthiness of a network.
A “hard fork” occurs when the updated version of the validating protocol is not “backwards compatible” with previous versions
of the protocol, and therefore, requires forward adoption by network participants in order to recognize new blocks, validate and verify
transactions and maintain consensus on the relevant blockchain. Since the updated version of the protocol is not backwards
compatible, a hard fork can cause the relevant blockchain to permanently diverge into two separate blockchains on a network. For
example, in the case of bitcoin, a hard fork created two new digital assets: Bitcoin Cash and Bitcoin Gold. The value of a newly
created digital asset from a hard fork (“forked digital asset”) may or may not have value in the long-run and may affect the price of
other digital assets if interest and resources are shifted away from previously existing digital assets to the forked digital asset. The
value of a previously existing digital asset after a hard fork is subject to many factors, including the market reaction and value of the
forked digital asset and the occurrence of other soft or hard forks in the future. As such, the value of certain digital assets could be
materially reduced if existing and future hard forks have a negative effect on their value.
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blockchain. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks;
however, to the extent that any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing
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of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the blockchain.
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44 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Jul 28, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Letters of credit issued under the Company's credit facilities provide credit support for certain obligations of the Company. Letters of credit are not recorded as liabilities in the condensed consolidated balance sheets unless drawn upon, at which point the Company's reimbursement obligation is recorded as a liability. See Note 7 - Debt and Note 10 - Commitments and Contingencies for additional information regarding the Company's letter of credit arrangements.
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The Company evaluates all its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed at the end of each reporting period.
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Warrants, or portions thereof, that are indexed to the Company's common stock and meet the criteria for settlement in shares of the Company's common stock, and contain no provisions that could require cash settlement or grant the holder rights superior to those of a common shareholder are classified as equity. Equity-classified warrants are initially measured at fair value, with the resulting amount recorded as a component of additional paid-in capital, and are not subsequently remeasured.
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Warrants, or portions thereof, that do not meet the criteria for equity classification, including those that could require cash settlement or that are not considered indexed to the Company's own stock, are classified as liabilities. Warrant liabilities are initially measured at fair value on the issuance date and are subject to re-measurement at each balance sheet date. Changes in fair value are recognized in the condensed consolidated statements of operations within "Change in fair value of warrants and contingent value rights". When a liability-classified warrant, or portion thereof, subsequently qualifies for equity classification, it is remeasured at fair value immediately before reclassification to additional paid-in capital and is not subsequently remeasured.
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For warrants issued in connection with customer lease arrangements, the Company recognizes a deferred lease incentive based on the issuance date fair value of the warrants. The warrants are issued as an incentive for the customer to enter into long-term lease arrangements, which are expected to generate future lease revenue. The deferred lease incentive is included within "Other current assets" and "Deferred lease incentive, net of current portion" in the condensed consolidated balance sheets and is amortized as a reduction of revenue over the term of the related customer leases, beginning at lease commencement.
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See Note 8 - Warrants for further detail on the Company's warrant liabilities and equity-classified warrants.
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The acquisition was accounted for as an asset acquisition in accordance with ASC 805-50. The total cost of the acquisition including direct transaction costs, net of closing price adjustments, was approximately $ 422.9 million. The following table presents the allocation of the acquisition cost to the assets acquired and liabilities assumed (in thousands):
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Land and improvements $ 6,653 Electrical substation and infrastructure 23,169 Development rights 508,833 Total assets acquired $ 538,655 Below market lease liability 860 Deferred tax liability 114,930 Net assets acquired $ 422,865
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On August 25, 2026, the Company entered into a credit agreement (the "Credit Agreement") with each issuing bank and lender party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, providing for (i) a senior secured revolving credit facility in an aggregate principal amount of up to $ 100.0 million (the "Revolving Credit Facility") and (ii) a senior secured letter of credit facility in an aggregate principal amount of up to $ 500.0 million (the "L/C Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). These Credit Facilities mature on August 25, 2029, with an option at the Company's election to extend to August 25, 2030.
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Borrowings under the Revolving Credit Facility bear interest at Adjusted Term SOFR (subject to a 0.00 % floor) plus 1.750 % per annum or an alternate base rate plus 0.750 % per annum, at the Company's option. Letters of credit issued under the L/C Facility are subject to an annual participation fee of 1.750 % of the aggregate face amount of outstanding letters of credit and a quarterly fronting fee of 0.125 % of the aggregate face amount of outstanding letters of credit. The Company pays a quarterly commitment fee of 0.250 % per annum on the actual daily unused portion of the Credit Facilities. The proceeds of borrowings under the Revolving Credit Facility may be used for general corporate purposes and working capital needs. Letters of credit may be issued under the L/C Facility to provide credit support for specific project obligations under utility agreements, which the Company expects will allow for the release of cash previously held in escrow accounts to support such obligations, and for other general corporate purposes.
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The Company's obligations under the Credit Agreement are guaranteed by certain direct or indirect wholly owned material domestic subsidiaries of the Company and are secured by a first-priority lien on substantially all assets of the Company and the guarantors. The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default. The Credit Agreement requires the Company to maintain minimum liquidity, defined as unrestricted cash plus available undrawn commitments under the Revolving Credit Facility, of not less than $ 150.0 million as of the last day of each fiscal quarter. In addition, as a condition to each borrowing under the Revolving Credit Facility, the Company must have a minimum market capitalization of not less than $ 3,000.0 million as of market close on the trading day immediately preceding each borrowing date.
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As of September 30, 2026, the Company had no outstanding borrowings under the Revolving Credit Facility and no outstanding letters of credit under the L/C Facility.
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The vested portion of the AMD Warrant meets the criteria for equity classification, and its issuance date fair value of $ 90.1 million was recorded as a component of additional paid-in capital. The remaining unvested portion does not meet the criteria for equity classification and was initially recognized as a warrant liability at its issuance date fair value of $ 206.4 million. The aggregate issuance date fair value of $ 296.4 million was recognized as a deferred lease incentive that will be amortized as a reduction of revenue over the term of the related leases. As of September 30, 2026, $ 1.4 million of the deferred lease incentive was included in "Other current assets" and $ 295.0 million was presented as "Deferred lease incentive, net of current portion" in the condensed consolidated balance sheets.
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The issuance-date fair values of the equity-classified and liability-classified portions of the AMD Warrant were estimated using a Monte Carlo simulation model that incorporates the probability of satisfying the applicable vesting conditions. The following assumptions were used in the valuation:
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Equity-classified Liability-classified Stock price at issuance date $ 20.74 $ 20.74 Expected term (years)(1) 5.00 2.58 - 4.57 Expected volatility 84.5 % 84.5 % Risk-free interest rate 4.3 % 4.3 % Expected dividend yield — % — % Probability of vesting 100 % 10% - 75% Revenue to stock price correlation N/A 50 %
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(1) Represents the remaining contractual term from the issuance date for the equity-classified portion and from each assumed vesting date for the liability-classified portion.
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As of September 30, 2026, the AMD Warrant liability was $ 137.3 million. During the three and nine months ended September 30, 2026, the Company recognized a gain of $ 69.1 million from changes in its fair value.
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See Note 2 - Summary of Significant Accounting Policies for the related accounting policies and Note 9 - Fair Value Measurements for the subsequent valuation of the AMD Warrant liability and related disclosures.
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(3) The fair values of the Tranche 1 and Tranche 2 Warrants, net of current portion, and liability-classified portion of the AMD Warrant are included within "Warrant liabilities, net of current portion" in the Company's condensed consolidated balance sheets.
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The September 30, 2026 fair value of the liability-classified portion of the AMD Warrant was estimated using a Monte Carlo simulation model. The liability-classified portion is categorized within Level 3 of the fair value hierarchy because the valuation incorporates significant unobservable inputs, including the probability of satisfying the applicable vesting conditions. The following assumptions were used in the valuation:
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(1) Weighted averages are presented in parentheses and are calculated based on the number of warrant shares subject to each unvested tranche. Expected term represents the remaining contractual term from each assumed vesting date through expiration.
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The probability of vesting reflects management's assessment of the likelihood that additional capacity will be contracted under the related lease arrangements. Higher vesting probabilities generally increase the estimated fair value of the liability, holding other assumptions constant. Changes in expected volatility and the anticipated timing of vesting could also significantly affect the valuation.
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The Company expects to complete project-level bond financing within the next twelve months to fund capital expenditures associated with the AMD and Neocloud build-out. The bond proceeds would provide funding during construction, with cash flows from the completed facilities expected to support repayment of the bonds. Additional anticipated sources of liquidity include proceeds from Tranche 1 warrant exercises and releases of restricted cash through the replacement of cash collateral with letters of credit. Management believes its existing liquidity, together with these anticipated funding sources, will support the Company's planned development activities and expected operating requirements. See Note 7 - Debt and Note 8 - Warrants for additional information on the Company's letters of credit and Tranche 1 warrants, respectively.
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In connection with the Credit Facilities entered into on August 25, 2026, the Company may issue letters of credit under the L/C Facility of up to $ 500.0 million in aggregate to provide credit support for specific project obligations under utility agreements and for other general corporate purposes. As of September 30, 2026, no letters of credit were outstanding under the L/C Facility. Outstanding letters of credit reduce the available capacity under the L/C Facility but do not represent funded debt obligations unless drawn upon. See Note 7 - Debt for further detail on the terms of the Credit Facilities.
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• On August 25, 2026, we entered into an aggregate of $600 million of committed senior secured credit facilities, consisting of a $100 million senior secured revolving credit facility and a $500 million letter of credit facility, to support our data center developments. See "Liquidity and Capital Resources" below for additional information.
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In July 2026, we announced our second HDC contract with AMD and a Neocloud counterparty, which we believe supports our strategy to diversify our customer base. As contracted capacity is constructed and delivered across five sites, revenue under these agreements is expected to commence in phases beginning in 2027. Until that time, our financial results will continue to reflect our current dependence on CoreWeave as our primary source of colocation revenue.
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Our capital structure has changed materially during 2026. As of September 30, 2026, our consolidated indebtedness includes $460.0 million of 3.00% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”), $625.0 million of 0.00% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”), and $3.3 billion of 7.75% Senior Secured Notes due 2031 issued by our indirect subsidiary Core Scientific Finance. In addition, in August 2026, we entered into an aggregate of $600.0 million of committed senior secured credit facilities, consisting of a $100.0 million senior secured revolving credit facility and a $500.0 million letter of credit facility. There were no borrowings under the revolving credit facility and no letters of credit outstanding under the letter of credit facility as of September 30, 2026.
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The growth in data center development has resulted in increased attention from state and local governments and utility regulators, particularly with respect to power availability, grid reliability, infrastructure cost allocation, and permitting. Recent policy initiatives have included measures focused on ensuring that large-load customers bear the infrastructure costs associated with their development and establishing requirements for the interconnection and operation of large data center loads. These developments vary by jurisdiction and continue to evolve.
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A significant portion of our existing and planned data center capacity is located in Texas. We have entered into interconnection and electric service arrangements with ERCOT and applicable utility providers for certain of our Texas facilities, including an approved ERCOT interconnection ramp schedule for our Hunt County development. Having secured these arrangements, our exposure to potential delays or restrictions affecting new large-load interconnection approvals in Texas is limited with respect to the capacity covered by those agreements. We continue to monitor evolving state and local policies as we pursue expansions of existing facilities and development of new sites, and we cannot predict whether future policy changes will affect our ability to secure power and interconnection approvals for new capacity on acceptable terms or at all.
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In connection with the AMD lease agreements executed in July 2026, AMD was granted a reservation right to lease up to an additional 1,925 MW of critical IT capacity from the Company through December 28, 2028. The reservation right is not a binding lease commitment, and if fully executed, could result in total contracted capacity with AMD and the Neocloud counterparty of approximately 2,455 MW.
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Results of operations for the three and nine months ended September 30, 2026 and 2025
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Loss on disposal of property, plant and equipment increased by $15.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to disposal of assets in connection with the conversion of facilities from digital asset mining to HDC operations, including the wind-down of our mining operations, and write-offs of capitalized costs for certain development projects.
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Selling, general and administrative expenses increased by $15.1 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to higher costs for marketing programs, property taxes and professional services, partially offset by lower stock-based and incentive compensation.
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Loss on legal settlements for the three and nine months ended September 30, 2025 was a result of claims made during bankruptcy.
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Income tax benefit was $106.5 million and $104.0 million for the three and nine months ended September 30, 2026, respectively, compared to income tax expense of $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively. The benefit in 2026 primarily reflects the release of a portion of our valuation allowance as a result of deferred tax liabilities recognized in connection with the Polaris DS LLC acquisition. See Note 11 - Income Taxes and 3 - Asset Acquisitions.
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We plan to complete project-level bond financing to fund capital expenditures associated with the AMD and Neocloud build-out. Additional anticipated sources of liquidity include proceeds from Tranche 1 warrant exercises and releases of restricted cash through the replacement of cash collateral with letters of credit. We believe our existing liquidity, together with anticipated funding sources, will support the Company's planned development activities and expected operating requirements. See Note 10 - Commitments and Contingencies for additional information.
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On August 25, 2026, we entered into an aggregate of $600.0 million of committed senior secured facilities with each issuing bank and lender party thereto from time to time and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, consisting of a $100.0 million senior secured revolving credit facility and a $500.0 million letter of credit facility. The revolving credit facility matures on August 25, 2029, with an option at our election to extend to August 25, 2030, and may be used for general corporate purposes and working capital needs. The letter of credit facility may be used to issue letters of credit to provide credit support for specific project obligations under utility agreements and for other general corporate purposes, including in connection with our AMD and Neocloud data center development program.
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Borrowings under the revolving credit facility bear interest at Adjusted SOFR (subject to a 0.00% floor) plus 1.750% per annum or an alternative base rate plus 0.750% per annum, at our option. Letters of credit issued under the letter of credit facility are subject to an annual participation fee of 1.750% of the aggregate face amount of outstanding letters of credit and a quarterly fronting fee of 0.125% of the aggregate face amount of outstanding letters of credit. We pay a quarterly commitment fee of 0.250% per annum on the actual daily unused portion of the revolving credit facility and the letter of credit facility.
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As of September 30, 2026, we had no outstanding borrowings under the revolving credit facility and no outstanding letters of credit under the letter of credit facility. We expect to use letters of credit under the letter of credit facility to replace cash collateral held in escrow accounts supporting utility obligations. Subject to the issuance and acceptance of those letters of credit, this substitution is expected to result in the release of approximately $300.0 million of restricted cash. Our obligations under the revolving credit facility and letter of credit facility are guaranteed by certain of our direct or indirect, wholly owned material domestic subsidiaries and secured by a first-priority lien on substantially all assets of the Company and the guarantors. For further detail on the terms of the Credit Facilities, see Note 7 - Debt to our condensed consolidated financial statements.
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• Colocation-related working capital: As additional customer power capacity commenced billings, colocation revenue and related cash collections increased. Customer funding receivables provided $54.5 million of cash for the nine months ended September 30, 2026, compared to a use of $335.6 million for the comparative prior period, reflecting the timing of reimbursements for customer-funded construction. This favorable change was partially offset by a smaller increase in deferred revenue from colocation services as additional capacity commenced billing. Changes in accounts payable and accrued expenses also contributed to the overall change in net cash provided by operating activities.
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In July 2026, we issued AMD a warrant to purchase up to 30 million shares of our common stock. The vested portion was classified as equity, and the unvested portion was classified as a liability, with the aggregate issuance date fair value recorded as a deferred lease incentive. The liability-classified portion is remeasured at fair value at each reporting date, with changes recognized in earnings. Fair value is estimated using a Monte Carlo simulation model and required significant judgment, including assumptions about expected volatility, expected term, and the probability that the applicable vesting conditions will be satisfied. Changes in these assumptions could affect the estimated fair value of the warrant liability and our results of operations. The deferred lease incentive is amortized as a reduction of revenue over the term of the related leases and is not adjusted for subsequent changes in the fair value of the warrant liability. See Note 8 - Warrants and Note 9 - Fair Value Measurements to our condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.
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Our data center operations are subject to a highly evolving regulatory landscape and any adverse changes to applicable laws or regulations could adversely affect our ability to expend our data center infrastructure and secure sufficient computing power activity.
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As of September 30, 2026, we controlled approximately 2.6 GW of gross utility power, or approximately 1.7 GW of total leasable customer power capacity across 11 data centers in seven U.S. states including Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (4), with additional plans to pursue additional land and power opportunities to expand our data center footprint. Our ability to operate and expand our data center infrastructure exposes us to risks associated with regional regulatory changes, power grid constrains or failures, disruptions to network connectivity between facilities, natural disasters, physical attacks - including those motivated by geopolitical events, opposition to AI, and opposition to data center development - and other disruptions that could affect multiple facilities. Certain state, local, and municipal jurisdictions in the United States are also considering or have approved moratoriums on new data center construction, citing public health, safety, and environmental concerns. Such jurisdictions and other regulators, grid operators, or utilities may also adopt other measures that subject users of large electricity loads, including data centers, to curtailment, interruptions, forced reductions, disconnection, or other restrictions during periods of grid stress, whether through changes in law or policy, market or reliability constraints, limits on transmission and distribution infrastructure, or a preference for protecting other utility customers and the broader grid. New large loads on the electrical grid may be increasingly subject to mandatory curtailment in regions where there is insufficient grid-connected power generation to reliably supply existing and new electricity loads. For example, states such as Texas, where we currently intend to operate four data center facilities, have recently moved to regulate large-scale data centers by subjecting large electricity loads to curtailment or disconnection during grid emergencies. Additionally, other states have paused permitting for new large facilities. Such moratoriums, or similar actions, could delay or prevent the construction or expansion of facilities on which we depend for compute. Opposition to data center development has also become more organized and coordinated across jurisdictions and our public profile may draw particular attention to projects associated with us. In addition, regulatory, legal, and other constraints in many jurisdictions may limit the locations in which we can practically site or contract for data center capacity, which could constrain our ability to diversify our infrastructure footprint as quickly or as broadly as we currently intend. As a result, any applicable laws or regulations that restrict our data center operations or otherwise limit our ability to secure sufficient computing power capacity for our operations could harm our growth prospects and could have a material adverse effect on our business, financial condition, results of operations and competitive position.
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While we have executed lease agreements with AMD and a Neocloud counterparty, revenue under those agreements is not expected to commence, in phases, until the beginning of 2027, and our financial results will remain highly dependent on CoreWeave's continued performance until such time as AMD and Neocloud revenue commences and scales.
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Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Mar 2, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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For a discussion of our risk factors, see Part I, Item 1A. - “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 2, 2026.
What the 10-Q itself says about its risk factors:
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There were no material changes during the period covered in this Quarterly Report to the risk factors previously disclosed in the Annual Report, except for the risk factors noted below.
