RIOTRiot Platforms

The Bitcoin bitcoin industry has historically been subject to various asset-related risks relating to Bitcoin, as an asset, which that have adversely negatively affected the bitcoin’s market price of Bitcoin. price. Ownership of Bitcoin has, historically, bitcoin has traditionally been concentrated in among a relatively small limited number of persons or entities that, collectively, hold a significant number of Bitcoin holders, whose large positions give them the ability to influence market prices (referred to as “whales” in the Bitcoin industry). While “whales”). Although ownership of Bitcoin has diversified significantly in recent years, whales continue to exist whose market activity (e.g., sales remain active in the market, and their trading behavior, such as selling substantial quantities of large numbers of Bitcoin) bitcoin, could have an adverse effect on the adversely affect demand for, and the market price of, Bitcoin, which bitcoin. Any material decline in the price of bitcoin could have an adverse effect on adversely affect our business business, financial condition, and results of operation. Further, while larger, operations. Although larger and increasingly regulated exchanges with greater transparency and oversight digital asset trading platforms have begun to proliferate, emerged, the Bitcoin economy bitcoin market remains nascent and largely opaque. The relatively opaque compared to traditional financial markets. Trading venues for Bitcoin transactions bitcoin may experience greater heightened operational problems issues and may be exposed more susceptible to a greater risk of facilitating unethical, fraudulent fraudulent, or illicit transactions (such as activities, including “wash trading”), trading,” than traditional financial markets and regulated securities exchanges. Digital asset trading platforms may also be susceptible vulnerable to “front-running” activity, “front-running,” in which is the process by which someone uses technology market participants exploit technological or market advantage informational advantages to obtain prior knowledge trade ahead of upcoming known or anticipated transactions allowing bad actors for economic gain. Such practices are reported to take advantage of forthcoming price movement and make economic gains at the cost of those who introduced the transactions. Front-running is a frequent activity be relatively common on both centralized and decentralized digital asset platforms. In addition, many bitcoin trading platforms. Further, venues for Bitcoin transactions do not typically make complete publicly disclose comprehensive information regarding their ownership structure, management teams, governance, corporate practices, and or compliance with regulatory compliance available requirements. This lack of transparency limits the ability of market participants to assess the public, who are, therefore, unable to verify the integrity or impartiality of such venues in respect these venues. The presence of whales, combined with the Bitcoin transactions they facilitate. As a result bitcoin market’s limited transparency, susceptibility to manipulative trading practices, and comparatively low levels of such lack of regulation and transparency, as well as the risk posed by Bitcoin whales, wash trading and front-running, the regulatory oversight, may undermine public may lose confidence in Bitcoin the integrity of bitcoin transactions and the price integrity reliability of the digital asset, which could adversely affect bitcoin pricing. A resulting loss of confidence or decline in the market price of Bitcoin, perhaps materially, which would have an adverse impact on bitcoin, potentially significant, could adversely affect our business business, financial condition, and results of operations.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quantity ​ ​ ​ Amounts Balance as of January 1, 2022 4,884 $ 150,593 Revenue recognized from Bitcoin mined 5,554 156,870 Proceeds from sale of Bitcoin (3,425) (79,529) Exchange of Bitcoin for employee compensation (39) ​ (1,495) Realized gain on sale/exchange of Bitcoin — 30,346 Impairment of Bitcoin — (147,365) Balance as of December 31, 2022 6,974 109,420 Cumulative effect upon adoption of ASU 2023-08 — 5,994 Revenue recognized from Bitcoin mined 6,626 188,996 Bitcoin receivable (21) ​ (878) Proceeds from sale of Bitcoin (6,185) ​ (176,219) Exchange of Bitcoin for employee compensation (32) (869) Change in fair value of Bitcoin — 184,734 Balance as of December 31, 2023 7,362 ​ 311,178 Revenue recognized from Bitcoin bitcoin mined 4,828 ​ 321,002 Bitcoin receivable ​ 5 ​ ​ (625) Acquisitions of Bitcoin bitcoin ​ 5,784 ​ ​ 577,500 Proceeds from sale of Bitcoin bitcoin ​ (212) ​ ​ (9,518) Exchange of Bitcoin bitcoin for employee compensation (45) ​ (2,478) Change in fair value of Bitcoin bitcoin — ​ 457,409 Balance as of December 31, 2024 17,722 ​ 1,654,468 Revenue recognized from bitcoin mined 5,686 ​ 576,276 Bitcoin receivable ​ 1 ​ ​ 125 Proceeds from sale of bitcoin (5,363) ​ (535,486) Exchange of bitcoin for employee compensation ​ (41) ​ ​ (4,062) Change in fair value of bitcoin — ​ (115,880) Balance as of December 31, 2025 18,005 ​ $ 1,654,468 1,575,441 ​ ​ ​ ​ ​ ​ The following reconciles Bitcoin and Restricted bitcoin as of December 31, 2025 to the amounts above: ​ ​ ​ ​ ​ Bitcoin ​ 14,028 ​ $ 1,227,462 Restricted bitcoin (a) ​ 3,977 ​ $ 347,979 Total ​ 18,005 ​ $ 1,575,441

On April 5, 2023, SBI Crypto Co., Ltd. (“SBI”) filed a complaint in the United States District Court for the Western District of Texas (Case No. 6:23-cv-252), which it later amended, against Whinstone alleging breach of contract, fraud, and negligent bailment claims related to a colocation services agreement between Whinstone and SBI that was terminated in 2021. On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023. On November 25, 2024, Whinstone asserted counterclaims for breach of contract and fraudulent inducement. SBI seeks recovery of at least $15.0 attempted to update its alleged damages to over $350.0 million in purported lost profits through an updated expert report which the court has since stricken. Notwithstanding, SBI attempted to recover over $175.0 million in purported lost profits (a substantial amount of which is comprised from appreciation in Bitcoin prices), which has been previously disclosed, and at least $16.0 more than $50.0 million for in equipment damage, replacement cost, plus exemplary damages, reasonable attorneys’ fees and fees, costs, expenses, costs, and pre- and post-judgment interest. Whinstone believes many of the claims are barred or waived, and that all of SBI’s claims substantively lack merit, and Whinstone plans to vigorously contest the same, as appropriate. On February 2, 2026, the court granted the Company’s motion for summary judgment in part, disallowing the use of appreciated Bitcoin prices in SBI’s damages model. On February 9, 2026, trial commenced before Magistrate Gilliland in the Western District of Texas. On February 16, 2026, the Company and SBI verbally agreed to a global settlement of all existing or future claims between the parties (the "SBI Settlement"). In consideration for the SBI Settlement, the Company agreed to pay SBI a total sum of $20.0 million in cash.

In November 2023, July 2025, the FASB issued ASU 2023-07, Segment Reporting No. 2025-05, Financial Instruments—Credit Losses (Topic 280): Improvements 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 simplifies credit loss calculations and permits the election of a practical expedient to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the CODM, requiring disclosure assume that conditions as of the title and position balance sheet date do not change for the remaining life of the CODM asset when estimating credit losses on current accounts receivable and explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. current contract assets under ASC 606, Revenue from Contracts with Customers. ASU 2023-07 2025-05 is effective for the Company for annual reporting periods beginning after December 31, 2023. 15, 2025. Early adoption is permitted. The Company adopted ASU 2023-07 for 2025-05 effective January 1, 2025 on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the year ended December 31, 2024. As a result of the adoption, the Company expanded its disclosures in Note 20. Segment Information, to present significant expenses that are included within cost of revenue, by reportable segment, which are presented to the CODM. Company’s consolidated financial statements and disclosures.