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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:         to:        

Commission file number: 001-33675

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RIOT PLATFORMS, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code (303) 794-2000

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

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☒

As of April 29, 2026, the registrant had 378,151,230 shares of its common stock, no par value per share, outstanding, which was the only class of its registered securities outstanding as of that date.

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RIOT PLATFORMS, INC.

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RIOT PLATFORMS, INC.

As used in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (this “Quarterly Report”), the terms “we,” “us,” “our,” the “Company,” the “Registrant,” “Riot Platforms,” and “Riot” mean Riot Platforms, Inc., a Nevada corporation, and its consolidated subsidiaries, unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”). The Company may also make forward-looking statements in other reports and documents filed with the United States Securities and Exchange Commission (the “SEC”), including those that are incorporated by reference herein. All statements in this Quarterly Report and the documents incorporated by reference herein, other than statements of historical fact, are “forward-looking statements” within the scope of this cautionary note, including, but not limited to statements concerning: our plans, strategies and objectives for future operations, including the Company’s strategic evolution from a bitcoin mining-focused enterprise to a diversified data center and digital infrastructure company; the integration of new equipment, systems, technologies, services or developments; the development, construction, and commissioning of the Company’s power capacity for large-scale data center purposes, including artificial intelligence (“AI”) and high-performance computing (“HPC”) uses; the deployment of industrial-scale immersion-cooled bitcoin mining hardware at our Bitcoin Mining facilities in Kentucky and Texas; the anticipated demand for large-scale data centers and specialized compute infrastructure; forecasted delivery timelines for power, cooling, and networking infrastructure; future economic conditions, performance, or outlooks; future political and regulatory conditions; the outcome of contingencies; potential acquisitions or divestitures of digital infrastructure assets; the number and value of bitcoin rewards and transaction fees we earn from our Bitcoin Mining operations; future self-mining hash rate capacity; timing of receipt and deployment of miners; expected cash flows or capital expenditures related to data center build-outs; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” and similar words or expressions; however, forward-looking statements may be made without such terminology.

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Such forward-looking statements reflect our management’s current opinions, expectations, beliefs, and assumptions regarding future events based on information available as of the date made. These statements are subject to risks and uncertainties, both identified and unidentified by management, which may prevent anticipated results from materializing or prove to be inaccurate. Such risk factors are described in greater detail under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”), as well as under similar headings in subsequent filings we may make with the SEC. Management cannot predict all risks, their potential impact on our business, or the extent to which any factor, or combination of factors may cause our actual results to differ from any forward-looking statements we may make. You should not place undue reliance on these forward-looking statements, which represent management’s views only as of the date the statements are made and do not guarantee future performance or results. Should any risks or uncertainties develop into actual events, these developments could have a material adverse effect on our business, financial condition, results of operations, stockholders’ equity, cash flows, and the market price of our securities.

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Accordingly, you should read this Quarterly Report and the other filings we make with the SEC, in their entirety, recognizing that our future results may differ materially from our historical results and from the results expressed in or implied by forward-looking statements. The forward-looking statements contained in this Quarterly Report and other reports and the documents incorporated by reference herein speak only as of the date they are made and, unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified by these cautionary statements and are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the PSLRA.

As used throughout this Quarterly Report, the term “Bitcoin” with a capital “B” is used to denote the Bitcoin protocol, which implements a highly available, public, permanent, and decentralized ledger. The term “bitcoin” with a lower case “b” is used to denote the coin, bitcoin.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Riot Platforms, Inc.

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except for share amounts)

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See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except for share and per share amounts)

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See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited; in thousands)

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See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited; in thousands, except for share amounts)

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Three Months Ended March 31, 2026

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Three Months Ended March 31, 2025

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See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)

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See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Condensed Consolidated Statements of Cash Flows – Continued

(Unaudited; in thousands)

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See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Note 1. Organization and Description of Business

Riot Platforms, Inc. is a vertically integrated digital infrastructure company principally engaged in developing and optimizing its large-scale power assets. The Company’s business strategy centers on enhancing its electrical infrastructure and deploying it across complementary platforms: (i) bitcoin mining and (ii) scalable data center solutions designed to support non-mining workloads. By leveraging its energy portfolio, engineering capabilities, and operational footprint, the Company aims to capitalize on both the long-term potential of bitcoin and the accelerating demand for power-intensive compute.

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The Company owns and manages multiple large-scale data center facilities in Texas and Kentucky. The Company provides mission-critical power and infrastructure for Bitcoin Mining at its facilities in Rockdale, Texas (the “Rockdale Facility”), Navarro County, Texas (the “Corsicana Facility”), and its two sites in Kentucky (the “Kentucky Facility”, and together with the Rockdale Facility and the Corsicana Facility, the “Facilities”), and for non-mining Data Center operations at the Rockdale Facility. The Rockdale Facility currently provides up to approximately 700 megawatts (“MW”) of developed capacity for Bitcoin Mining and data center leasing. The Corsicana Facility is currently equipped to provide up to 400 MW of developed capacity for Bitcoin Mining, and upon completion, is expected to have a total of approximately one gigawatt (“GW”) of developed capacity available for high-density compute workloads. The Kentucky Facility currently provides 162 MW of developed capacity.

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In 2025, the Company began leveraging its core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to actively pursue opportunities to develop and monetize portions of its existing facilities and power pipeline through the provision of data center leasing services. In January 2026, the Company and Advanced Micro Devices, Inc. (“AMD”) entered into a long-term data center lease agreement (the “AMD Lease”) at the Rockdale Facility for an initial deployment of 25 MW of critical IT load capacity, with the potential for additional expansion of up to a total of 200 MW of critical IT load capacity. In April 2026, the Company and AMD entered into an amendment to the AMD Lease to provide an additional 25 MW of critical IT load capacity (See Note 3. Data Center Operations).  

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As described in Note 18. Segment Information, the Company operates in three reportable business segments: Bitcoin Mining, Data Center, and Engineering.

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Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) and these notes (“Notes”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation of such interim results. Unless otherwise indicated, amounts are stated in thousands of U.S. dollars, except for: share, per share, megawatt hours (“MWh”) and miner quantities; bitcoin quantities, prices, and hash rate; cost to mine one bitcoin; and production value of one bitcoin mined.

The results in the Condensed Consolidated Financial Statements and these Notes include required estimates and assumptions of management, and they are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any future interim period. Further, the Condensed Consolidated Financial Statements and these Notes do not include all the information and notes required by GAAP for a complete presentation of annual financial statements. As such, the Condensed Consolidated Financial Statements and these Notes should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, and notes thereto, included in the 2025 Annual Report.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the balance sheets, and the reported amounts of revenue and expenses during the reporting periods. Actual results may differ materially from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include revenue recognition; valuation of the derivatives classified under Level 3 on the fair value hierarchy; determination of the useful lives and recoverability of long-lived assets; impairment analysis of fixed assets and finite-lived intangibles; impairment analysis of goodwill; allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions; stock-based compensation; and the valuation allowance associated with the Company’s deferred tax assets.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

Significant Accounting Policies

Except for the updates noted below, see the Company’s 2025 Annual Report for a detailed discussion of the Company’s significant accounting policies.

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Revenue Recognition

Data Center Revenue

The Company generates revenue from its Data Center operations by leasing certain of its property and power access to tenants. Those leases include lease and non-lease components. The Company elected the practical expedient under ASC Topic 842, Leases (“ASC 842”) to combine lease components and non-lease components, including provisioning of power, with the same transfer pattern as lease components. If the lease components are predominant and the underlying leases qualify as operating leases, the combined component is accounted for under ASC 842 as lease revenue. Recognition begins when the asset is available for customer use. The Company classifies its leases as operating, sales-type, or direct financing at lease commencement, which determines the pattern of revenue recognition and the presentation of lease-related activity in the Condensed Consolidated Statements of Operations over the lease term.

The Company provides tenant fit-out services, including the procurement and installation of equipment, in accordance with the terms of the respective lease agreements. Tenants are required to reimburse the Company for all costs incurred in the provision of these services. Tenant fit-out services do not have the same transfer pattern as the lease components and are therefore subject to recognition under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Tenant fit-out reimbursement revenue is recognized using the percentage-of-completion method, calculated by dividing the total costs incurred by total costs expected to be incurred, which the Company believes to be the most accurate measure of progress toward the satisfaction of the performance obligation.

Contract Balances

The timing of revenue recognition, billings, and cash collections result in accounts receivables, contract assets, and contract liabilities. A receivable is recorded at the invoice amount, net of an allowance for credit losses, in the period in which products or services are provided and when the right to consideration is unconditional. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts do not include a significant financing component. The Company assesses collectability based on several factors, including its past transaction history with the customer and the creditworthiness of the customer.

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Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense.

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A contract asset exists when products or provided services have been transferred to customers but payment is conditioned on reasons other than the passage of time, such as upon the satisfaction of additional performance obligations. Revenue is recognized over the contract term, which could potentially give rise to contract assets during certain periods.

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A contract liability is recognized when the Company has an unconditional right to a payment before it transfers the products or services to customers.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Change in Reportable Segments

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As of December 31, 2025, the Company operated in two reportable business segments: Bitcoin Mining and Engineering. As of March 31, 2026, the Company operated in three reportable business segments: Bitcoin Mining, Data Cener, and Engineering.

During the three months ended March 31, 2026, the Company’s execution of a significant data center lease with AMD resulted in material Data Center revenue and the commencement of discrete financial performance analysis by the chief operating decision maker (“CODM”). Accordingly, the Company’s data center operations now meet the quantitative and qualitative requirements to be recognized as a separate reportable segment.

Prior to 2024, the Company had a legacy Data Center Hosting bitcoin mining segment as a separate operating and reportable segment but has since terminated all contracts with its legacy Data Center Hosting bitcoin mining customers. Commencing in the three months ended March 31, 2024, the CODM ceased analyzing the performance of the Data Center Hosting operations and the Company ceased reporting Data Center Hosting as a separate reportable business segment. Residual activity of the legacy Data Center Hosting bitcoin mining segment is included in Revenue: Other revenue on the Condensed Consolidated Statements of Operations. The Company has no plans to offer data center hosting bitcoin mining services to new customers. The Company’s new Data Center operating segment is not a recommencing of the legacy Data Center Hosting bitcoin mining operations because the new Data Center operating segment offers different services and has different processes, customer types, and economic characteristics from the legacy Data Center Hosting bitcoin mining segment.

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See Note 18. Segment Information for further discussion of the Company’s reportable segments.

Recently Issued Accounting Pronouncements

The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of such change to its Condensed Consolidated Financial Statements and ensures that there are proper controls in place to ensure that the Company’s Condensed Consolidated Financial Statements properly reflect the change.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the annual and interim financial statements, disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the updated guidance on the Company’s Consolidated Financial Statements and disclosures.

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Note 3. Data Center Operations

In 2025, the Company began leveraging its core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to actively pursue opportunities to develop and monetize portions of its existing facilities and power pipeline through the provision of data center leasing services.

AMD Lease

In January 2026, the Company entered into the AMD Lease, a long-term data center lease agreement with AMD, a leading innovator in high-performance computing, graphics, and visualization technologies, at the Rockdale Facility. The AMD Lease includes an initial deployment of 25 MW of critical IT load capacity to be delivered in phases beginning with 5 MW of critical IT load capacity that was delivered in January 2026 and a remaining 20 MW that is anticipated to be delivered in May 2026. The AMD Lease carries a term of 10 years, with three five-year extension options. The AMD Lease included an expansion option for an additional 75 MW of critical IT load capacity and a right of first refusal for another 100 MW, totaling 200 MW.

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In April 2026, the Company entered into an amendment to the AMD Lease (the “AMD Lease Amendment”) to exercise a portion of the existing expansion option in the AMD Lease to provide an additional deployment of 25 MW of critical IT load capacity. Under the AMD Lease Amendment, AMD holds a remaining balance of 50 MW of reserved critical IT load capacity under the existing expansion option.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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The AMD Lease Amendment also grants AMD a conditional, first-priority right to lease up to an additional 100 MW of critical IT load capacity, exercisable in increments of not less than 50 MW. If both the remaining 50 MW of reserved capacity under the existing expansion option and the additional 100 MW option are fully exercised, AMD’s total leased capacity at the Rockdale Facility would increase to 200 MW. This conditional, first-priority right replaces the right of first refusal for an additional 100 MW previously granted to AMD in the AMD Lease.

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Under the AMD Lease, power is provided to AMD at pass-through rates and recognized as variable lease revenue in the same period the related expenses are incurred.

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The Company is also required to provide tenant fit-out services to AMD. Tenant fit-out services include the procurement and installation of customer-specific equipment provided in accordance with the terms of the agreement. All associated costs incurred by the Company plus a margin, will be reimbursable and paid by AMD. For the three months ended March 31, 2026, the Company incurred total costs of $30.7 million.

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The following table presents the components of the Company’s Data Center revenue for the three months ended March 31, 2026:

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The following table presents the Company’s future minimum operating lease payments to be received as of March 31, 2026. The table only includes base rent and excludes reimbursements and variable lease components:

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Note 4. Revenue from Contracts with Customers

Disaggregated revenue

Revenue disaggregated by reportable segment is presented in Note 18. Segment Information.

Contract balances

Contract assets relate to uncompleted Engineering contracts and uncompleted amounts related to Data Center tenant fit-out services. As of March 31, 2026 and December 31, 2025, contract assets were $14.1 million and $8.3 million, respectively. As of December 31, 2025, all contract assets were attributable to Engineering. As of March 31, 2026, $7.1 million of the contract assets were attributable to Engineering contracts and $7.0 million were attributable to Data Center tenant fit-out services as a result of incurring costs in excess of amounts billed.

Contract liabilities relate to uncompleted Engineering contracts. As of March 31, 2026 and December 31, 2025, contract liabilities were $64.7 million and $37.1 million, respectively.

During the three months ended March 31, 2026 and 2025, $10.0 million and $4.5 million, respectively, of the beginning balance of contract liabilities were recognized as revenue.

During the three months ended March 31, 2026 and 2025, $ (0.4) million and $1.6 million, respectively, were recognized as revenue as a result of satisfying performance obligations in previous periods.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Remaining performance obligation

The following table presents the estimated future recognition of the Company’s remaining performance obligations, which represent the transaction price of current contracts for work to be performed.

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Note 5. Bitcoin

The following table presents information about the Company’s bitcoin:

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All additions of bitcoin during the periods presented were the result of bitcoin generated by the Company’s Bitcoin Mining operations. All dispositions of bitcoin were the result of sales on the open market to fund Company operations and for compensation for certain employees.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Note 6. Property and Equipment

The following table presents the Company’s property and equipment:

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The Company did not incur any impairment charges for its property and equipment during the three months ended March 31, 2026 and 2025.

For the three months ended March 31, 2026 and 2025, depreciation expense related to property and equipment totaled $96.7 million and $76.9 million, respectively.

Miners and mining equipment

As of March 31, 2026, the Company had deployed miners in its Bitcoin Mining operations at each of the Facilities.

During the year ended December 31, 2023, the Company entered into a long-term master purchase and sales agreement, dated as of June 23, 2023, as amended (the “Master Agreement”), to acquire miners from MicroBT Electronics Technology Co., Ltd., through its manufacturing affiliate, SuperAcme Technology (Hong Kong) Limited (collectively, “MicroBT”). In 2023, 2024, and 2025, the Company executed purchase orders with MicroBT to acquire U.S.-manufactured miners with a total hash rate of 49.2 exahash per second (“EH/s”), for a total purchase price of approximately $779.5 million, subject to downward adjustment, as provided under the Master Agreement. Delivery of these miners began in 2023, and all miners under these purchase orders are expected to be received by the second quarter of 2026, with deployment continuing on an ongoing basis.

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Note 7. Intangible Assets

Finite-lived intangible assets

The following table presents the Company’s finite-lived intangible assets as of March 31, 2026:

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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The following table presents the Company’s finite-lived intangible assets as of December 31, 2025:

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For the three months ended March 31, 2026 and 2025, amortization expense related to finite-lived intangible assets was $0.9 million and $1.0 million, respectively.

The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of March 31, 2026:

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The Company did not identify any impairment of its finite-lived intangible assets during the three months ended March 31, 2026 and 2025.

Note 8. Power Supply Agreements

Rockdale Facility

Power Purchase Agreement

In May 2020, the Company’s subsidiary, Whinstone entered into a long-term power purchase agreement (the “Rockdale PPA”) to provide power at fixed prices to the Rockdale Facility, via the nearby Sandow Switch. Pursuant to the Rockdale PPA, the Company agreed to acquire a total of 345 MW of long-term, fixed-price power, in multiple blocks, as follows: 130 MW contracted in May 2020, through April 30, 2030; 65 MW contracted in March 2022, through April 30, 2030; and 150 MW contracted in November 2022, through October 31, 2027. Additionally, the Rockdale PPA allows for the purchase of additional power at market prices, as needed.

Under the Rockdale PPA, the Company may also elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity. The Company’s power strategy combines participation in Demand Response Service Programs, as defined below, participation in ERCOT’s Four Coincident Peak program (the “4CP Program”), and sales of power, to attempt to manage operating costs most efficiently.

During the three months ended March 31, 2026 and 2025, the Company earned credits against future power costs in exchange for power resold of approximately $21.0 million and $7.8 million, respectively. These amounts are recorded in Power curtailment credits on the Condensed Consolidated Statements of Operations.

The Company determined the Rockdale PPA meets the definition of a derivative because it allows for net settlement. However, because the Company has the ability to offer the power back for sale outside of the Rockdale PPA, rather than taking physical delivery, the Company determined that physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the Rockdale PPA.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Accordingly, the Rockdale PPA (a non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value, with the change in the fair value recorded in Change in fair value of derivatives on the Condensed Consolidated Statements of Operations. The Rockdale PPA is not designated as a hedging instrument. The Demand Response Service Programs (as defined below), and the 4CP Program are not part of the Rockdale PPA and are therefore not subject to treatment and valuation as a derivative along with the Rockdale PPA.

The terms of the Rockdale PPA require margin-based collateral, calculated as exposure resulting from fluctuations in the market rate of electricity relative to the fixed price stated in the contract. As of March 31, 2026, the margin-based collateral requirement was zero.

While the Company manages operating costs at the Rockdale Facility in part by periodically selling back unused or uneconomic power, the Company does not consider such actions to be trading activities.

Demand Response Service Programs

ERCOT has implemented demand response service programs for customers, such as the Company, that have the ability to reduce or modify electricity use in response to ERCOT instructions or signals (“Demand Response Service Programs”). These Demand Response Service Programs provide the ERCOT market with valuable grid stability and economic services by helping to preserve system reliability, enhancing competition and load predictability, mitigating price spikes, and stabilizing the grid by encouraging the demand side of the market to give more visibility and control of their power consumption to grid operators. Market participants with flexible electrical loads, like the Company, may participate in these Demand Response Service Programs directly by offering their electrical loads into the ERCOT markets, or indirectly by voluntarily reducing their energy usage in response to increasing power demand in the ERCOT marketplace. The Demand Response Service Programs run concurrently with the Rockdale PPA.

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Under these Demand Response Service Programs, the Company can participate in various ancillary services by designating a portion of its available electrical load for forward market bidding. Participation in the Demand Response Service Programs is compensated based on hourly power rates and the volume of load bid into each program. Through ancillary services, the Company competitively bids among other market participants to sell ERCOT the ability to control the Company’s electrical load on demand. This requires the Company to remain powered on during the times in which its power is bid into ancillary services, allowing ERCOT the ability to direct the Company to power down the amount of power bid into the program. The Company receives compensation for its participation in ancillary services whether or not the Company is actually called to power down.

The Company also participates in the 4CP Program, which refers to the highest-load settlement intervals in each of the four summer months (June, July, August, and September), during which demand for power is typically at its highest across the ERCOT grid. The 4CP Program participants may voluntarily power down operations during these times and in doing so, reduce the electrical load demand on the ERCOT grid. Participants that reduce their load during these peak periods receive credits toward transmission costs on future power bills, reducing overall power costs for the subsequent year. The 4CP Program has an indefinite duration.

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Corsicana Facility

During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, entered into an agreement with ICE Futures U.S., Inc., a subsidiary of InterContinental Exchange, Inc., to access the exchange for the execution of electricity futures contracts. The Company intends to enter into electricity futures contracts up to the amount of power used at the Corsicana Facility. These financial instruments meet the definition of derivatives, but are not designated as hedging instruments, and will be recognized at fair value, with any gains or losses recognized in Net income (loss) on the Condensed Consolidated Statements of Operations.

The Company enters into electricity futures contracts to manage electricity price risks and reduce the variability of cash flows associated with purchases of electricity used for the Company’s Bitcoin Mining operations at its Corsicana Facility.

As of March 31, 2026, the Company held outstanding electricity futures contracts for 344,112 MWh with a combined fair value of $1.4 million included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2026, realized gains of $0.7 million and unrealized losses of $1.1 million were recognized in Other income (expense) on the Condensed Consolidated Statements of Operations. During the three months ended March 31, 2025, realized and unrealized losses of less than $0.1 million were recognized in Other income (expense) on the Condensed Consolidated Statements of Operations.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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During the year ended December 31, 2024, the Company’s subsidiary, Riot Corsicana, LLC, also entered into a requirements contract with MEMS Industrial Supply (“MEMSIS”) under which it will purchase retail power to meet the consumption requirements of the Corsicana Facility. Electric power will be invoiced by MEMSIS based on the market price for electric power at the ERCOT North Load Zone, plus a retail adder corresponding to the peak consumption threshold of the Corsicana Facility, and pass-through charges (including ancillary charges, taxes, congestion, and line loss), based on the actual variable consumption of the Corsicana Facility. The contract, dated November 12, 2024, has a 3-year term ending November 25, 2027. Although this contract does not require the supply of power at a fixed price, it allows the parties to enter into fixed-price contracts. 

Under the requirements contract with MEMSIS, during the year ended December 31, 2024, Riot and MEMSIS entered into a power purchase agreement (the “Corsicana PPA”), a three-year contract (January 1, 2025 through December 31, 2027, but excluding July and August contracts during the period) for a fixed quantity of 25 MW at a fixed price of $43.95 per MWh.

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The Company determined the Corsicana PPA meets the definition of a derivative and, accordingly, the Corsicana PPA (a non-hedging derivative contract) is recorded at its estimated fair value each reporting period on the Condensed Consolidated Balance Sheets with the change in the fair value recorded in Change in fair value of derivative asset on the Condensed Consolidated Statements of Operations. The Corsicana PPA is not designated as a hedging instrument.

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Kentucky Facility

In April 2021, the Company’s subsidiary, Block Mining, Inc. (“Block Mining”), entered into a long-term power purchase agreement, and subsequent amendments to the long-term power purchase agreement, (the “Kentucky PPA”) to provide power to one of its locations in Kentucky. Pursuant to the Kentucky PPA, the Company has the ability, but not the obligation, to acquire up to a total of 67 MW of power at one of its facilities through mid-April 2041. The all-in power rate includes a portion of the total fee that is at a fixed rate and another portion that adjusts annually. The Company determined the Kentucky PPA does not meet the definition of a derivative because it does not contain any net settlement provisions.

Under the Kentucky PPA, the Company may elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power back into the Midcontinent Independent System Operator (“MISO”) grid in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity. The Company’s power strategy combines participation in Demand Response Service Programs and sales of power, to attempt to manage operating costs efficiently.

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Derivative Valuations

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The Company’s contracts accounted for as derivatives include the Rockdale PPA and Corsicana PPA.

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The following table presents the unobservable inputs used in the valuation of the Company’s derivatives:

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Rockdale PPA

For all periods presented, the fair value of the Rockdale PPA was in an asset position and included in Derivative assets on the Condensed Consolidated Balance Sheets.

The following table presents the changes in the estimated fair value of the Rockdale PPA:

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Corsicana PPA

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As of March 31, 2026, the fair value of the Corsicana PPA was in a liability position of $0.9 million, which was included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets, due to a significant decline in forward power prices used to determine the fair value, relative to the contracted price. As of January 1, 2025, March 31, 2025, and December 31, 2025, the fair value was in an asset position and included in Derivative assets on the Condensed Consolidated Balance Sheets.

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The following table presents the changes in the estimated fair value of the Corsicana PPA:

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The estimated fair values of the Rockdale PPA and Corsicana PPA are classified under Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. These inputs include the fixed price of each block for the 345 MW of power to be delivered under the Rockdale PPA and 25 MW of power to be delivered under the Corsicana PPA. The valuation relies on discounted cash flow estimation models incorporating quoted commodity exchange spot and forward prices in MWh adjusted for basis spreads for load zone-to-hub differentials through the term of the Rockdale PPA, which is scheduled to end as of April 30, 2030, and the term of the Corsicana PPA, which is scheduled to end as of December 31, 2027, and a discount rate of 23.7%. Actual power usage is not a variable input in the determination of the fair value as the price and quantity of power to be delivered per the Rockdale PPA and the Corsicana PPA are fixed despite the existence of multiple blocks with separate power amounts.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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The discount rate reflects the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes, and other similar data obtained from quoted market prices or independent pricing vendors, risk-free rate of return, which is determined from United States Treasury Bond yields, estimated cost of debt, which includes a Moody’s rating, and an equity risk premium based on market data provided by a global cost of capital service provider. The discount rate includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to the Company’s credit risk.

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Note 9. Deposits

The following table presents the activity of the Company’s deposits paid:

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Deposits on Equipment

During the three months ended March 31, 2026, the Company made deposits and advance payments of $16.2 million to MicroBT for the purchase of miners and reclassified $54.0 million of deposits made to MicroBT (see Note 6. Property and Equipment).

Security Deposits

During the year ended December 31, 2023, the Company paid $23.0 million, all of which remains held as a deposit as of March 31, 2026, as a security deposit in connection with its 215 MW increase to the long-term, fixed-price power secured under the Rockdale PPA, resulting in a total of 345 MW under contract at fixed prices at the Rockdale Facility (see Note 8. Power Supply Agreements).

The Company has other security deposits totaling approximately $0.9 million for its offices and facilities.

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Note 10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Note 11. Debt

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2030 Notes

The Company’s 0.75% Convertible Senior Notes due 2030 (the “2030 Notes”) are recognized as long-term debt on the Condensed Consolidated Balance Sheets, net of unamortized debt issuance costs. As of March 31, 2026, the amount recognized was $583.0 million ($594.4 million principal less $11.4 million of unamortized debt issuance costs).

During the three months ended March 31, 2026 and 2025, the Company recognized $0.8 million and $0.8 million, respectively, of amortization of the deferred issuance costs.

As of March 31, 2026, the 2030 Notes had an estimated fair value of approximately $683.5 million. The estimated fair value is based on quoted prices in an active market and valued at the closing price reported at the end of the period and thus represents a Level 1 measurement on the fair value hierarchy.

Revolving Credit Facilities

$50 Million Credit Facility

In July 2024, the Company entered into a one-year $50.0 million Revolving Credit Facility (the “$50 Million Credit Facility”). In May 2025, the Company extended the term of the facility through July 15, 2026. Revolving loans borrowed by the Company under the $50 Million Credit Facility may be used for general corporate purposes and carry a per annum interest rate of 1.25% plus the Secured Overnight Financing Rate (“SOFR”). Letters of Credit issued under the $50 Million Credit Facility have a one-year term and incur fees of 1.25% per annum on the amount of Letters of Credit outstanding. Letters of Credit require the pledge of cash collateral by the Company equal to 105.0% of the Letter of Credit exposure.

Concurrent with entry into the $50 Million Credit Facility, as required by the agreement, the Company pledged as security $50.0 million in cash collateral, depositing the funds into a control account maintained by the lender. The balance maintained in the control account is included in Restricted cash on the Condensed Consolidated Balance Sheets. Variable interest, equal to approximately 3.4% per annum as of March 31, 2026, is earned by the Company on the amount held in the control account.

During the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $0.6 million and $0.0 million, respectively.

The following is a summary of the revolving line of credit under the $50 Million Credit Facility as of March 31, 2026:

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$20 Million Credit Facility

In August 2024, the Company entered into a two-year $20.0 million Revolving Credit Facility (the “$20 Million Credit Facility”). Revolving loans borrowed by the Company under the $20 Million Credit Facility may be used for general corporate purposes and carry a per annum interest rate of 1.60% plus the SOFR. Letters of Credit issued under the $20 Million Credit Facility have a one-year term and incur fees of 1.5% per annum on the amount of Letters of Credit outstanding.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Letters of Credit require the pledge of cash collateral by the Company equal to 105.0% of the Letter of Credit exposure.

Concurrent with entry into the $20 Million Credit Facility, as required by the agreement, the Company pledged as security $20.0 million in cash collateral, depositing the funds into a control account maintained by the lender. The balance maintained in the control account is included in Restricted cash on the Condensed Consolidated Balance Sheets. Variable interest, equal to approximately 3.0% per annum as of March 31, 2026, is earned by the Company on the amount held in the control account.

As of March 31, 2026, the Company had no letters of credit issued under the $20 Million Credit Facility.

During the three months ended March 31, 2026 and 2025 the Company recognized interest expense of $0.3 million and $0.0 million, respectively.

The following is a summary of borrowings under the $20 Million Credit Facility as of March 31, 2026:

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$200 Million Credit Facility

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On April 22, 2025, the Company entered into a $100.0 million credit facility with Coinbase Credit, Inc. On May 20, 2025, this credit facility was upsized to a total commitment of $200.0 million (the “$200 Million Credit Facility”). Under the $200 Million Credit Facility, a multiple drawdown term loan facility in an aggregate principal amount of up to $200.0 million was made available to the Company. The Company has fully drawn against the $200 Million Credit Facility and intends to use the proceeds to pursue key strategic initiatives and for general corporate purposes, including capital expenditures associated with the development of data centers.

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All amounts borrowed under the $200 Million Credit Facility will bear interest at an annual rate equal to (a) the greater of (i) the federal funds rate on the date of the applicable borrowing, and (ii) 3.25%, plus (b) 4.50%. The $200 Million Credit Facility has a term of one year following commencement, but the Company may request that the maturity date be extended by an additional one-year term, subject to consent by Coinbase Credit. Amounts borrowed under the $200 Million Credit Facility are secured by a portion of the Company’s total bitcoin holdings. Such pledged collateral shall not be used by the lender to secure any other loan account.

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As of March 31, 2026, 5,802 of the Company’s bitcoin were pledged as collateral to secure the $200 Million Credit Facility. These bitcoin are recorded in Restricted bitcoin on the Condensed Consolidated Balance Sheets.

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During the three months ended March 31, 2026, the Company recognized interest expense on the $200 Million Credit Facility of $1.6 million and capitalized $4.7 million of interest expense into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets. No interest expense was incurred or capitalized during the three months ended March 31, 2025. The interest rate as of March 31, 2026, was 8.3%.

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In April 2026, the Company entered into the Second Amended and Restated Credit Agreement, extending the maturity of the $200 Million Credit Facility to April 20, 2027. The credit facility will bear interest at a fixed annual rate equal to 6.15%. Additionally, 1,544 bitcoin being held as collateral were released, resulting in a total of 4,258 bitcoin being held as collateral.

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Note Payable

The Company has a $5.7 million note payable with a fixed rate of 8.81%. The note matures in December 2035, with annual principal and accrued interest payments due beginning on December 31, 2024.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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The following table presents the Company’s future note payable principal payments due as of March 31, 2026:

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