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RIOTRiot Platforms

Crypto · Financial Services · Nasdaq

We are a vertically integrated digital infrastructure company principally engaged in developing and optimizing our large-scale power assets. 10-K, Item 1

RIOT quote by TradingView
Headquarters
Castle Rock, CO
CEO
Jason Les
Next results
around Mar 1, 2027
Compare with peers → Embed

10-K 0001104659-26-022322 (2026-03-02) vs 10-K 0001558370-25-001888 (2025-02-28)

SectionCompared textWords nowChanged
Risk FactorsItem 1A15,738 50.6%
MD&AItem 79,978 36.3%
Legal ProceedingsItem 3, via Note 17 – Commitments and Contingencies2,538 46.5%
Accounting PoliciesItem 8, Note 2 – Significant Accounting Policies and Recent Accounting Pronouncements5,456 21.0%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 411 words changed in this paragraph; it is 36% similar to last year's version.
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.

Source: Item 1A, 10-K 0001104659-26-022322 vs Item 1A, 10-K 0001558370-25-001888

MD&A 214 words changed in this paragraph; it is 38% similar to last year's version.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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

Source: Item 7, 10-K 0001104659-26-022322 vs Item 7, 10-K 0001558370-25-001888

Legal Proceedings 204 words changed in this paragraph; it is 48% similar to last year's version.
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.

Source: Item 3, via Note 17 – Commitments and Contingencies, 10-K 0001104659-26-022322 vs Item 3, via Note 17 – Commitments and Contingencies, 10-K 0001558370-25-001888

Accounting Policies 185 words changed in this paragraph; it is 31% similar to last year's version.
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.

Source: Item 8, Note 2 – Significant Accounting Policies and Recent Accounting Pronouncements, 10-K 0001104659-26-022322 vs Item 8, Note 2 – Significant Accounting Policies and Recent Accounting Pronouncements, 10-K 0001558370-25-001888

Every change, by type

Sentences and paragraphs of RIOT's Risk Factors and MD&A, 10-K 2026-03-02 against 10-K 2025-02-28. Each links to the text at sec.gov.

All 337 Added 92Removed 47Reworded 194Quiet changes 4

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
Global macroeconomic, geopolitical, and public health events and resulting supply chain issues could adversely affect our business, financial condition, and operations.

Read it in 10-K 2026-03-02 at sec.gov ↗

RemovedRisk Factors
We earn revenue from Bitcoin Mining principally by earning Bitcoin rewards for solving blocks on the Bitcoin blockchain; however, the supply of new Bitcoin introduced to the market via Bitcoin mining is finite, permanently capped at 21,000,000 coins, with the last new Bitcoin expected to be mined in the year 2140 (approximately 115 years from now) according to experts. As of December 31, 2024, there were approximately 19.8 million Bitcoin in circulation. Accordingly, once the final new Bitcoin is introduced into the market, we will no longer earn revenue from Bitcoin Mining by earning Bitcoin rewards for solving a block. Instead, our Bitcoin Mining revenue will be dependent on the fees we earn from the transactions recorded on the blocks we solve. Historically, such transaction fees have been low; however, we have observed that, as the number of new Bitcoin introduced into the market is reduced in each halving, and as Bitcoin ownership and transactions in Bitcoin continue to proliferate, the fees charged for recorded transactions on the Bitcoin blockchain have increased. We cannot, however, predict whether such transaction fees will increase sufficiently to replace the value of earning new Bitcoin once the last Bitcoin is mined in the year 2140, and, therefore, we cannot guarantee that we will be able to earn sufficient revenue from Bitcoin Mining for our Bitcoin Mining business to continue as a going concern. Should any of these events occur, our business and results of operation may suffer, and the price of our securities may be affected, perhaps materially.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
Generally, a Bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the miner’s hash rate, relative to the global network hash rate. As greater adoption of Bitcoin occurs, we expect that the demand for

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
Bitcoin will continue to increase, drawing more mining companies into the industry and thereby increasing the global network hash rate. As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a Bitcoin miner’s chance of earning Bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. Accordingly, to compete in this highly competitive industry, we believe we will need to continue to acquire new more effective and energy-efficient miners, both to replace those lost to ordinary wear-and-tear and other damage, and to increase our hash rate to keep up with a growing global network hash rate.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
These new miners are highly specialized servers that are difficult to produce at scale. As a result, there are limited producers capable of supplying large numbers of sufficiently effective miners, and, as demand for new miners has increased, and will likely continue to increase, in response to increased Bitcoin prices, we have observed that the price of these new miners has also increased. If we are unable to acquire enough new miners or otherwise access sufficient capital to fund acquisitions to grow our hash rate, our results of operations and financial condition could be adversely affected, as could investments in our securities.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
We may be impacted by macroeconomic conditions due to global pandemics, epidemics or outbreaks of disease and the resulting global supply chain crisis.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
Global trade conditions and consumer trends that originated during the COVID-19 pandemic continue to persist and may also have long-lasting adverse impact on us and our industry. There are continued risks arising from new pandemics, epidemics or outbreaks of disease which may exacerbate port congestion and intermittent supplier shutdowns and delays, resulting in additional expenses to expedite delivery of new miners, as well as critical materials needed for our expansion plans. Further, miner manufacturers have been impacted by the constrained supply of the semiconductors used in the production of the highly specialized ASIC chips miners we rely on, and by increased labor costs to manufacture new miners as workforces and global supply chains may further be impacted by global outbreaks of various epidemics or disease, ultimately leading to continually higher prices for new miners. Thus, until the global supply chain crisis is resolved, and these extraordinary pressures are alleviated, we expect to continue to incur higher than usual costs to obtain and deploy new miners, and we may face difficulties obtaining the new miners we need at prices or in quantities we find acceptable, if at all, and our business and results of operations may suffer as a result.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
The expansion of our miner fleet and Facilities are capital-intensive projects, and we anticipate our future strategic growth initiatives will similarly require significant capital. While we plan to raise additional capital to fund these initiatives, there is no guarantee that we may be able to do so in a timely manner, in sufficient quantities, or on favorable terms, if at all. If we are unable to secure the necessary capital, our ability to execute on these growth initiatives may be hindered, potentially reducing our competitiveness in the industry. The results of our operations and financial condition may suffer, and the market price for our securities may be materially and adversely affected.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
The demand for power in emerging and evolving industries, such as AI and HPC, has increased. We believe that by maintaining a clear and transparent focus on both our Bitcoin Mining activities and evaluating expansion into emerging, high-demand markets, we can deliver long-term value for our stockholders. In January 2025, we launched a formal process to evaluate the feasibility of developing the approximately 600 MW of remaining power capacity at the Corsicana Facility for artificial intelligence AI/HPC uses. As we evaluate the potential uses for our remaining power capacity at the Corsicana Facility, and determine if a pivot to AI/HPC is appropriate, we could face reputational harm, liability and adverse financial results making our evaluation of our business and future prospects uncertain. Deviating from Bitcoin Mining focus may harm our reputation with a variety of stakeholders, including investors, stockholders, employees, and the broader crypto industry. If we are unable to maintain, or strengthen, our reputation and brand recognition and are not able to timely and appropriately adapt to changes in our business environment, our business and the

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
Our strategic growth initiatives may require construction, expansion or conversion of associated power facilities, which may expose us to significant risks that we may otherwise not be exposed to, including risks related to: construction delays; lack of availability of parts and/or labor, increased prices as a result, in part, of inflation, and delays for data center equipment; labor disputes and work stoppages, including interruptions in work due to pandemics or other public health crises; unanticipated environmental issues and geological problems; delays related to permitting and approvals to commence operations from public agencies and utility companies; delays in site readiness leading to our failure to meet commitments made in connection with such expansion; and delay or halts related to evaluations of strategic growth initiatives.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
All construction-related projects depend on the skill, experience, and attentiveness of our personnel throughout the design and construction process. Should a designer, general contractor, subcontractor or key supplier experience financial difficulties or other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedRisk Factors
If we are unable to mitigate these risks and complete our growth initiatives on schedule and within our anticipated costs, if at all, deployment of any newly acquired miners and implementation of new strategies into our business may be delayed. Such delays or implementation failures may hinder our ability to realize anticipated benefits, and our business and financial condition may suffer as a result.

Read it in 10-K 2025-02-28 at sec.gov ↗

RewordedRisk Factors
When investors in cryptocurrency and cryptocurrency-based or cryptocurrency-related companies experience financial difficulty as a result of distress due to price volatility, poor business practices, and/or operational failures, or fraud, it has caused, and may continue to cause, such events have resulted in loss of confidence in the cryptocurrency space, digital asset sector, reputational harm to cryptocurrency assets, heightened scrutiny by regulatory authorities and law makers, legislative scrutiny, and a steep decline significant declines in the market value of Bitcoin, among other material impacts. bitcoin.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
Though we have taken and continue to take reasonable steps to secure our data and to store our Bitcoin, if we, bitcoin, any data loss, corruption, or system failure affecting our Custodians were to experience data custodian, or affecting us directly, could similarly result in irreversible loss relating to of our digital wallets, we could effectively lose access to and the ability to use our Bitcoin assets. bitcoin.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
If Changes in environmental laws or regulations laws, regulations, or industry standards are either changed standards, or adopted and impose significant operational restrictions and compliance requirements on our operations, or if our operations are disrupted due to disruption from the physical impacts of climate change, could negatively impact our business, capital expenditures, results of operations, financial condition condition, and competitive position could be negatively impacted. position.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
We have invested substantial capital in acquiring miners using ASIC chips that use ASICs designed specifically exclusively to mine Bitcoin bitcoin and other cryptocurrencies using that utilize the 256-bit secure hashing algorithm (“SHA-256”) as efficiently and as rapidly as possible based on our assumption that we will be able to use them to mine Bitcoin and generate revenue from our operations. (“SHA-256”).

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
Further, In addition, because the market price of shares of our common stock may be linked to the price of Bitcoin, if bitcoin, any decline in bitcoin demand for Bitcoin decreases, causing future Bitcoin prices to decrease, or market value could materially and adversely affect the market trading price of our securities may be materially and adversely affected, limiting could impair our ability to raise additional capital to fund our strategic growth plans. initiatives.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
These regulatory factors and changes to laws, regulations, or enforcement priorities make it difficult to accurately predict the future market price of Bitcoin bitcoin and may also inhibit reduce consumer trust in, and or market acceptance of, of cryptocurrencies as a means of exchange, which could limit the future adoption exchange or store of Bitcoin and, as a result, our assumptions could prove incorrect. value.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
Moreover, because Because our miners use these are highly specialized ASIC chips, specialized, we may not be able unable to successfully repurpose them for alternative uses in a timely or cost-effective manner, if at all, to other uses, following a sustained decline in Bitcoin’s value or if the Bitcoin blockchain stops using SHA-256 for solving blocks. all.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
Our access to power is dependent on our electrical distribution provider, grid operator third-party providers and regulator, which collectively manage whether our operations are performing in accordance with market rules, requirements and regulations, regulators and any adverse determination or action by any such entity may have a material adverse effect on our financial condition, results of operations and cash flows. us.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
If they lose our custodian experiences a security breach, operational failure, or loss of access to our digital wallet, or if a malicious actor successfully denies prevents our Custodians access to our custodian from accessing the wallet, we may be permanently denied access to the Bitcoin bitcoin held in the wallet corresponding to the lost, stolen or blocked keys. that wallet.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
A perceived lack of stability in the digital asset exchange market and as well as the closure failure, temporary shutdown, or temporary shutdown restriction of digital asset exchanges due to business failure, hackers operational issues, cybersecurity breaches, fraud, insolvency, or malware, government-mandated regulation, or fraud may reduce regulation—may erode confidence in digital asset networks and result in greater contribute to further volatility in cryptocurrency values. prices.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
Moreover, in the State of In Texas, we currently participate in energy demand response demand-response programs that allow us to curtail operations, operations and return capacity to the electrical grid, and receive funds to offset foregone operational revenue when necessary, such as in grid during certain conditions, including extreme weather events.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedRisk Factors
We believe that a classified board this structure facilitates promoted continuity and stability of in leadership and policy corporate strategy by helping ensure ensuring that, at any given time, a majority of our directors have had prior experience as directors of with our Company and are familiar familiarity with our business operations, thereby supporting long-term planning and operations. stockholder value creation.

Read it in 10-K 2026-03-02 at sec.gov ↗

Quiet changesRisk Factors
If such claims are successful, we may be required to pay royalties or be ordered to cease using any technologies found to be infringing on such third-party rights altogether.

Read it in 10-K 2026-03-02 at sec.gov ↗

Quiet changesRisk Factors
Additionally, any such legal action would could cause the diversion of time, energy, and resources away from our operations and toward defending against such actions.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
We are a vertically integrated digital infrastructure company principally engaged in developing and optimizing our large-scale power assets. Our business strategy centers on enhancing our electrical infrastructure and deploying it across two complementary platforms: (i) Bitcoin Mining and (ii) scalable data center solutions designed to support non-mining workloads. By leveraging our energy portfolio, engineering capabilities, and operational footprint, we aim to capitalize on both the long-term potential of bitcoin and the accelerating demand for power-intensive compute.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
We own and manage multiple large-scale data center facilities in Texas and Kentucky that currently provide mission-critical power and infrastructure for our Bitcoin Mining operations and, over time, are expected to support diversified data center tenants. Our Rockdale Facility in Texas, with 700 MW of developed capacity, is among the largest digital infrastructure campuses in North America, as measured by developed capacity. In 2024, we completed construction of 400 MW of developed capacity at our second large-scale Texas development, the Corsicana Facility. We expect the Corsicana Facility to reach approximately 1 GW of developed capacity upon full buildout and it is being designed to support high-density compute workloads.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
Our industry remains highly competitive and continues to evolve alongside broader growth in digital assets and high-performance compute. With our scale, integrated power strategy, and engineering foundation, we believe we are well positioned to participate in the rapidly converging markets for Bitcoin Mining, AI, HPC, and modern data center infrastructure.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
In 2025, we began leveraging our core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to pursue opportunities to develop and monetize portions of our existing facilities and power pipeline through data center leasing services. We strengthened our execution capacity by recruiting critical talent and launching a scalable data center platform to support Data Center Phase I of development at the Corsicana Facility. We have completed our basis of design for our standard data center build and are assessing the procurement of long-lead equipment, in alignment with our disciplined capital allocation strategy focused on delivering superior risk-adjusted returns.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
In January 2026, we announced the acquisition in fee simple of the approximately 200-acre parcel of land underlying the Rockdale Facility, which was previously occupied pursuant to a long-term ground lease. This strategic acquisition enhances our operational stability by securing direct ownership of the site’s critical infrastructure, including its 700 MW grid interconnection, dedicated water supply, and redundant fiber connectivity. By consolidating ownership of the underlying real estate, we have eliminated leasehold contingencies, facilitating the further development and expansion of the Rockdale Facility for large-scale data center operations.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
Additionally, in January 2026, we announced the execution of the AMD Lease to provide 25 MW of critical IT load capacity at the Rockdale Facility. The AMD Lease has an initial term of ten years and provides for expansion options for up to an additional 75 MW of critical IT load capacity, and a right of first refusal for up to an additional 100 MW. Furthermore, the AMD Lease includes provisions for three successive five-year renewal terms at the option of the lessee.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
(a) Restricted bitcoin is the Company’s bitcoin pledged as collateral for the Company’s $200 million credit facility. See Note 12. Debt for more information.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
Our investment strategy with respect to our bitcoin (“Bitcoin Treasury Strategy”) is designed to balance long-term value appreciation with operational flexibility and liquidity management. We selectively sell or leverage portions of our bitcoin holdings, and may continue to do so in the future, to fund operational needs, capital expenditures, and strategic initiatives, particularly when market conditions present opportunistic pricing above predetermined thresholds that we believe maximize shareholder value.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
This approach enables us to realize value from our bitcoin holdings at favorable market conditions to support our liquidity profile and fund business growth, while maintaining meaningful exposure to the potential long-term appreciation of bitcoin as a strategic asset. We believe this strategy enhances our operational stability, supports our liquidity profile, and provides the financial flexibility necessary to execute on our business plan and meet our capital allocation objectives, while positioning us to benefit from Bitcoin’s role as an emerging store of value.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
The price of bitcoin reached new all-time highs in 2025, supported by continued institutional investment in the Bitcoin spot ETFs, global adoption, and increased interest from both retail and sovereign investors. Bitcoin spot ETFs remained a primary driver of institutional demand, with total assets under management exceeding $100 billion as of December 31, 2025. These ETFs, as investment vehicles, provide investors with a broader way to gain exposure to bitcoin through more traditional financial markets.

Read it in 10-K 2026-03-02 at sec.gov ↗

AddedMD&A
The price of bitcoin continued its upward trajectory in 2025, reaching a new all-time high, driven in part by institutional demand. This demand has been fueled by the growth of bitcoin spot ETFs, as well as increased adoption by public companies and national governments, each of which has purchased and retained a meaningful portion of the available bitcoin supply. Following their introduction, the bitcoin ETFs experienced significant capital inflows, underscoring the expanding institutional acceptance of bitcoin. In March 2025, the United States established the United States Bitcoin Strategic Reserve, which currently holds the largest bitcoin reserve in the world, solidifying bitcoin as a mainstream financial asset and alternative source of value to fiat currency.

Read it in 10-K 2026-03-02 at sec.gov ↗

RemovedMD&A
This MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. As a result of the elimination of the Data Center Hosting reportable segment during 2024, year-to-year comparisons between 2023 and 2022 are also presented within Results of Operations.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
We are a leading Bitcoin mining company focused on utilizing our vertical integration strategy to mine Bitcoin in support of the Bitcoin blockchain. We own and operate multiple Bitcoin mining sites in the United States with two locations in Texas, consisting of the Rockdale Facility and the Corsicana Facility, and the Kentucky Facility. The Rockdale Facility is believed to be the largest Bitcoin mining facility in North America, as measured by developed capacity, and currently provides 700 MW in total developed capacity. Additionally, we are developing our second large-scale Bitcoin mining facility, the Corsicana Facility, which currently provides 400 MW in developed capacity. Upon completion, the Corsicana Facility is expected to have approximately one GW of capacity available. During 2024, we capitalized on our positioning within the market and acquired Block Mining, a Kentucky-based vertically-integrated Bitcoin miner and E4A Solutions, a leading provider of electrical engineering services to a diverse customer base of energy developers and data center operators. The Block Mining Acquisition added 60 MW of operational capacity for self-mining operations, which we are working to expand to 110 MW in 2025, and provided us with access to a secondary electrical grid. The acquisition of E4A Solutions adds engineering expertise to service our own existing and future electrical infrastructure, as well as provides solutions and services to the rapidly growing market for electrical infrastructure.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
Our market environment is highly competitive globally and regionally. We compete against other large-scale Bitcoin miners and individuals to receive the Bitcoin reward that is the heart of our operations. Our industry frequently evolves based on the proliferation of Bitcoin and cryptocurrencies in general, and we believe we are well positioned in the digital commodities industry in which we operate.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
Our Bitcoin acquisition strategy involves mining Bitcoin utilizing vertical integration, and from time to time, subject to market conditions, purchasing Bitcoin with our liquid assets derived from issuing debt or equity securities. Our vertical integration strategy has supported our stability during market fluctuations and allows us to capitalize on industry consolidation while building on our liquidity position.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
We view our Bitcoin holdings as long-term holdings, and during the year ended December 31, 2024, made the strategic decision to halt the sale of Bitcoin, and instead increase our Bitcoin holdings.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
The price of Bitcoin increased during the first quarter of 2024 due to a new source of demand, the eleven Bitcoin spot ETFs, which were approved to begin trading by the SEC on January 11, 2024. The ETFs, as investment vehicles, provide a new access point for investors to gain exposure to Bitcoin through more traditional markets.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
Through the date of this Annual Report, we have been able to effectively and efficiently mitigate delivery delays to avoid materially impacting our miner deployment schedule, however, we cannot guarantee that we will be able to continue to mitigate any such delivery delays in the future. Additionally, the development and potential expansions of our Facilities require large quantities of construction materials, specialized electricity distribution equipment, and other component parts that are in high demand and can be difficult to source. To help mitigate the impacts of global supply chain constraints and increasing demand for these goods, including any inflationary pricing concerns that may result, we have procured and already hold many of the electrical infrastructure components and materials required for development of the next 600 MW phase of our development of the Corsicana Facility, as well as replacement components and parts for our existing systems, to help shorten the impact of potential damage to installed equipment.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
The change in fair value of Bitcoin for the year ended December 31, 2023 was a gain of $184.7 million, and was recognized as a result of adopting Accounting Standards Update (“ASU”) No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), effective January 1, 2023, under which Bitcoin is recognized at fair value with changes in fair value recognized in net income. The gain recognized was attributable to increases in the price of Bitcoin and the increased quantity of Bitcoin held as of December 31, 2023, as compared to December 31, 2022.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
Realized gains on sale/exchange of Bitcoin for the years ended December 31, 2023 and 2022 were zero and $30.3 million, respectively, and impairment of Bitcoin was zero and $147.4 million, respectively. As a result of adopting ASU 2023-08 effective January 1, 2023, under which Bitcoin is recognized at fair value, gains on the sale/exchange of Bitcoin and impairment of Bitcoin are no longer recognized.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
During the year ended December 31, 2022, we announced our planned development of the Corsicana Facility, our second large-scale Bitcoin Mining facility located on a 265-acre site in Navarro County, Texas. The Corsicana Facility is expected, upon completion, to have 1.0 GW of developed capacity, with an additional 200 MW of electrical capacity available for development, at our discretion, which is securely supplied with power by a substation being developed for us on the premises that will be interconnected with the nearby Navarro Switch. The strategic decision to locate the Corsicana Facility next to the Navarro Switch was made to limit electricity lost in transmission and maximize the efficiency of our substation’s power distribution facilities. The initial phase of the development of the Corsicana Facility involved the construction of a 400 MW substation and an equal amount of immersion-cooled Bitcoin Mining infrastructure spread across multiple buildings, as well as construction of various utilities, offices, warehouses, and infrastructure to support the facility’s operations. Our Bitcoin Mining operations commenced in April 2024, following commissioning of the substation. As of December 31, 2024, we deployed 400 MW of Bitcoin Mining infrastructure comprised of four completed 100 MW buildings, Buildings A1, A2, B1, and B2.

Read it in 10-K 2025-02-28 at sec.gov ↗

RewordedMD&A
The increase of $132.0 $255.3 million was primarily due to an increase higher average market prices for bitcoin in price of Bitcoin in the 2025 period, which averaged $101,350 per bitcoin, as compared to $66,488 per bitcoin during the 2024 period, which averaged $66,488 per Bitcoin, our increase in deployed hash rate as compared to $28,523 per Bitcoin for a result of the 2023 period, development of the Corsicana Facility, the acquisition of Block Mining, and our significantly improved operational efficiency, partially offset by decreased production resulting from the increase in the Bitcoin global network difficulty hash rate and the halving that occurred in April 2024 halving. 2024.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
The gain loss incurred during the year ended December 31, 2023, 2025, was primarily attributable to a decrease in the average fair value of the derivative assets of approximately $13.9 million due to settlements and the passage of time, partially offset by an increase in the fair value of approximately $12.5 million due to the forward prices utilized in the discounted cash flow estimation models increasing from $43.59 $51.98 per mWh MWh as of December 31, 2022 2024, to $45.15 $55.70 per mWh MWh as of December 31, 2023. 2025.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
To do this, In response, we seek out new have expanded our Bitcoin mining capacity, including Mining capacity through our acquisition and the development of new Bitcoin mining facilities (such facilities, such as the Corsicana Facility Facility, and strategic acquisitions, including the Block Mining Acquisition) and electricity supply and distribution facilities to service them, as well as other strategic growth opportunities. Acquisition.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
The $317.9 million increase in cash used in operating activities during the year ended December 31, 2024, 2025, as compared to the year ended December 31, 2023, 2024, was primarily attributable to a $166.7 million reduction in proceeds from the sale of Bitcoin due to our ceasing of sales of Bitcoin early in 2024, increased power costs of $59.8 $132.4 million, $122.6 million related to the Rhodium Settlement, and a $73.5 $31.4 million increase in selling, general, and administrative costs, excluding stock-based compensation, all of which were primarily driven by our increased mining capacity and headcount, combined with other general operating costs such as insurance and information technology projects to support our growth.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
The changes in fair value of Bitcoin our derivative assets for the years ended December 31, 2025 and 2024 were losses of $1.4 million and 2023 were gains of $457.4 million and $184.7 $45.3 million, respectively, and were recognized recorded to adjust the fair value values of our Bitcoin held at the end of each period. PPAs, which are classified as derivative assets

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
The decrease increase of $25.8 $26.2 million was primarily attributable to supply chain constraints resulting in decreased receipts of materials, delaying the completion of certain custom products, products delayed during 2024, and therefore, the recognition of revenue. revenue, combined with an increase as a result of the E4A Solutions Acquisition in December 2024.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
The changes in fair value of Bitcoin for Loss on equity method investment – marketable securities during the years ended December 31, 2025 and 2024 and 2023 were gains of $457.4 was $28.2 million and $184.7 $69.5 million, respectively, and were was recognized to adjust the fair value of our Bitcoin equity method investment held at the end of each period.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
Discussions Discussion of 2022 2023 items and a year-to-year comparisons comparison between 2023 and 2022 not impacted by the elimination of the Data Center Hosting reportable segment are not included in this MD&A, and 2024 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s our Annual Report on Form 10-K for the year ended December 31, 2023. 2024.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
We generate non-cash revenue through mining Bitcoin bitcoin at our Facilities, which we retain based on our Bitcoin Treasury Strategy, while financing operations and other expenses with cash typically raised through the sales of our bitcoin production, borrowing against our credit facilities, and issuance of our common stock under our the ATM offering program. program offerings.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
We receive power credits for the difference in the market power price and our fixed power price, which provides us the ability to maximize our overall profitability between Bitcoin Mining and supporting the grid by not drawing power from the grid when electricity is most scarce. price.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
Consistent with the causes of decreased increased Engineering revenue noted above, the decrease increase of approximately $18.9 $9.2 million was primarily due to decreased increased receipts of materials resulting from increased competition for direct materials due in our ability to supply chain constraints. complete projects, combined with the E4A Solutions Acquisition.

Read it in 10-K 2026-03-02 at sec.gov ↗

RewordedMD&A
Many Bitcoin In advance of the April 2024 bitcoin network halving, many bitcoin mining companies heavily invested in implementing vertically-integrated vertically integrated business models, infrastructure, and upgrading and expanding mining fleets in advance of the April 2024 Bitcoin network halving. fleets.

Read it in 10-K 2026-03-02 at sec.gov ↗

Quiet changesMD&A
Further, we have adopted new and improved technology to increase both our mining power and efficiency, including our industrial-scale adoption of immersion cooling and our strategic acquisitions of large quantities of the newest and most latest powerful and efficient miners available.

Read it in 10-K 2026-03-02 at sec.gov ↗

Quiet changesMD&A
The loss on sale during the year ended December 31, 2024, was primarily attributable to the sale of 19,817 Antminer model S19 XP miners for proceeds of $14.3 million.

Read it in 10-K 2026-03-02 at sec.gov ↗

Work on RIOT in a spreadsheet: Excel workbook (a sheet per section, ten years by column, charts, links to the filings) · CSV. For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/RIOT/export.csv") into a cell.