Riot Platforms, Inc. (RIOT) Business

ITEM 1.  BUSINESS

General

We are a vertically integrated digital infrastructure company principally engaged in developing and optimizing our large-scale power assets. Our business 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.

We operate in two reportable business segments: Bitcoin Mining and Engineering. Each of our business segments is further discussed herein. 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 large-scale data center located in Rockdale, Texas (the “Rockdale Facility”) with 700 megawatts (“MW”) of developed capacity available for data center workloads, is believed to be one of the largest Bitcoin Mining facilities in North America, as measured by developed capacity. Our other large-scale data center located in Navarro County, Texas (the “Corsicana Facility”), currently has 400 MW of developed capacity and, upon completion, is expected to have a total of approximately one gigawatt (“GW”) of developed capacity available for data center workloads. Additionally, in 2024, we acquired Block Mining, Inc. (“Block Mining”), a Kentucky-based vertically-integrated bitcoin miner (the “Block Mining Acquisition”). Block Mining consists of two operational sites in Kentucky (the “Kentucky Facility” and, together with the Rockdale Facility and Corsicana Facility, the “Facilities”). The Kentucky Facility currently has approximately 137 MW of developed capacity. We are targeting the Kentucky Facility to reach a total capacity of approximately 232 MW through the remainder of 2026, with additional expansion anticipated.

Data Center Development

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

In January 2026, we announced the fee simple acquisition of the approximately 200-acre parcel of land underlying the Rockdale Facility, which we previously occupied pursuant to a long-term ground lease. This strategic acquisition enhances the Company's 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 securing ownership of the underlying real estate, we have eliminated leasehold contingencies, thereby facilitating the further development and expansion of the Rockdale Facility for large-scale data center operations.

Additionally, in January 2026, we announced the execution of a long-term data center lease agreement (the “AMD Lease”) with Advanced Micro Devices, Inc. (“AMD”), to initially 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 of 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.

We believe that these foundational investments reflect a proactive, strategic approach to maximizing our energy portfolio and accessing additional revenue opportunities, and position us for durable, long-term leadership and value creation in the data center sector.

As used throughout this Annual 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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Unless otherwise indicated, amounts in this Annual Report are stated in thousands of U.S. Dollars except for: share, per share, per megawatt hour (“MWh”) and miner amounts; bitcoin quantities, prices, and hash rate; cost to mine one bitcoin; and production value of one bitcoin mined.

Business Segments

Bitcoin Mining

As of December 31, 2025, our Bitcoin Mining business segment had a total deployed hash rate of 38.5 exahash per second (“EH/s”), as compared to a total deployed hash rate of 31.5 EH/s as of December 31, 2024. In 2025, we mined 5,686 bitcoin, an increase of 17.8% compared to the 4,828 bitcoin we mined in 2024.

Our Bitcoin Mining operations are focused on maximizing our ability to successfully mine bitcoin by growing our hash rate (the amount of computer power we devote to supporting the Bitcoin blockchain), to increase our chances of successfully creating new blocks on the Bitcoin blockchain (a process known as “solving a block”). Generally, the greater share of the Bitcoin blockchain’s total network hash rate (the aggregate hash rate deployed to solving a block on the Bitcoin blockchain) a miner’s hash rate represents, the greater that miner’s chances of solving a block and, therefore, earning the block reward. The current block reward is 3.125 bitcoin plus transaction fees per block (subject to periodic halving, as discussed below). As the proliferation of bitcoin continues and assuming the market price for bitcoin increases, we expect additional miner operators to enter the market in response to an increased demand for bitcoin. As these new operators enter the market and as increasingly powerful miners are developed and deployed in an attempt to solve a block, the Bitcoin blockchain’s network hash rate grows, meaning an existing miner must increase its hash rate at a pace commensurate with the growth of network hash rate to maintain its relative chance of solving a block and earning a block reward. As we expect this trend to continue, we will need to continue growing our hash rate to compete in our dynamic and highly competitive industry.

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A key component of the Bitcoin Mining business segment is to acquire highly specialized computer servers (known in the industry as “miners”), which operate application-specific integrated circuit (“ASIC”) chips designed specifically to mine bitcoin. We deploy such miners at-scale in our Facilities and utilize a combination of air cooled and immersion-cooled environments to maximize miner efficiency. Our Facilities, supported by our dedicated best-in-class team, enable our large-scale Bitcoin Mining operations and provide the necessary infrastructure and available power capacity for us to scale our vertically-integrated Bitcoin Mining business. Our miners are some of the most effective and energy-efficient miners available today, and our efficiency is constantly improving as we replace aging miners with new state-of-the-art models. Our miners are deployed in both air-cooled environments and in quiet, immersion-cooled environments. By utilizing both methods of cooling we are able to continue growing our hash rate and optimizing our miners’ capabilities. Air-cooling provides us with greater power benefits as we do not have to divert energy to power the tanks and immersion systems required by immersion-cooling. Immersion-cooling provides more efficient heat dissipation and reduced wear-and-tear compared to traditional air-cooled hardware, and a smaller footprint and lower noise levels.

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During the year ended December 31, 2023, we entered into a long-term master purchase and sales agreement, dated as of June 23, 2023, as amended (the “Master Agreement”), with MicroBT Electronics Technology Co., LTD, through its manufacturing affiliate, SuperAcme Technology (Hong Kong) Limited (collectively, “MicroBT”) to secure the long-term supply of state-of-the-art immersion miners from MicroBT, all of which are being manufactured in the United States. Pursuant to the Master Agreement, MicroBT agreed to provide us with ready access to its newest and most powerful miners, at their most competitive prices. Through December 31, 2025, we executed purchase orders under the Master Agreement to acquire miners with a total hash rate of 49.2 EH/s, for a total purchase price of approximately $779.5 million. Delivery of the MicroBT miners initially began in the fourth quarter of 2023 and will be completed in monthly batches according to the delivery schedules specified under the applicable purchase order. All miners under current purchase orders are expected to be received by the second quarter of 2026, with deployment following on an ongoing basis. We have additional options to purchase miners, on the same or more favorable terms as the second purchase order executed under the Master Agreement, through December 31, 2027, which may be further extended by the production and delivery schedule of any additional purchase orders executed under the Master Agreement.

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Mining Pools

A “mining pool” is a service operated by a mining pool operator that combines the resources of individual miners to share their processing power across a network. Mining pools were created to address the growing difficulty and network hash rate competing for fixed bitcoin rewards on the Bitcoin blockchain, providing a way to reduce the risk of an individual miner’s mining activities. The mining pool operator provides a service that coordinates the computing power of the independent miners participating in the mining pool. Mining pools are subject to various risks such as disruption and down time. In the event that a pool we utilize experiences down time or is not yielding returns, our results may be impacted.

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We utilize a type of mining pool that pays bitcoin rewards utilizing a “Full-Pay-Per-Share” payout of bitcoin based on a contractual formula. The formula calculates payouts primarily based on the hash rate we contribute to the mining pool, as a percentage of total network hash rate, along with other inputs. Under this system, we are entitled to receive consideration even if the mining pool operator does not successfully solve a block.

Engineering

Our Engineering business designs and manufactures power-distribution equipment and engineered-to-order electrical products. These products support our vertical integration strategy by enabling the internal development of critical electrical equipment and engineering services necessary for site development. This integration helps mitigate execution and counterparty risk in our ongoing and future expansion projects. The specialized talent employed in our Engineering business allows us the opportunity to explore new methods to optimize and develop best-in-class Bitcoin Mining operations, which has been instrumental in the development of our industrial-scale immersion-cooled Bitcoin Mining hardware. The vertical integration of our Engineering business provides us with additional strength and security in developing and deploying our data center buildouts. Our data center business is able to leverage Engineering’s market specific expertise for best-in-class design and accelerate speed to market.

Our Engineering business also provides electricity distribution product design, manufacturing, and installation services primarily focused on large-scale industrial and governmental customers and serves a broad scope of clients across a wide range of markets, including data center, power generation, utility, water, industrial, and alternative energy.

Competition

Our Bitcoin Mining business is highly competitive, both globally and regionally, and operates on a continuous basis, 24 hours a day, seven days a week. We compete with a broad range of market participants, including other large-scale publicly-listed and private bitcoin mining companies and individual miners who participate in mining pools, all seeking to earn the bitcoin rewards that are central to our operations. Competition in the bitcoin mining industry is driven primarily by the level of demand for bitcoin, access to sufficient capital resources to acquire large quantities of advanced miners, the ability to procure such miners from a limited number of manufacturers on rapid delivery schedules, and the capability to deploy those miners efficiently within best-in-class mining infrastructure. Success in this industry requires the ability to generate the highest possible mining yields while maintaining the lowest cost of production. We believe we possess several competitive advantages, including our substantial and geographically concentrated energy portfolio in the Dallas-Austin corridor of Texas, our strong financial position, our portfolio of low-cost power resources, and our vertical integration in electrical infrastructure and engineering. Competitive dynamics within the bitcoin mining industry fluctuate based on numerous factors, including, but not limited to, the market value of bitcoin and overall public perception of the cryptocurrency ecosystem.

As we expand our operations to include the development and operation of large-scale data centers, we also face significant competition from established data center operators and infrastructure providers. Many of these competitors possess significantly greater financial resources, more extensive operating histories, and long-term power supply commitments. Our primary competitors in this market include established data center operators and infrastructure providers, as well as certain bitcoin mining peers that are diversifying into the data center infrastructure sector. Competition in this segment centers on securing critical resources and capabilities, including access to strategically located land with proximity to transmission infrastructure, reliable and cost-effective power capacity, specialized engineering and technical talent, and customers seeking scalable, energy-efficient data center solutions.

See more details below under “Industry Trends”.

Industry Trends

Bitcoin Mining Industry Consolidation and Emergence of Data Center Alternative

The price of bitcoin reached a new all-time high in 2025, driven in part by institutional demand. This demand has been fueled by the growth of bitcoin spot Exchange Traded Funds (“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 is reported to hold the largest bitcoin reserve in the world, solidifying bitcoin as a mainstream financial asset and alternative source of value to fiat currency.

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The bitcoin mining industry is undergoing significant structural transformation. A combination of factors, including the 2024 halving event, record high network hash rates in 2025, rising mining difficulties, and constrained access to large-scale power resources, has

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led to increased consolidation across the industry. These dynamics have made efficient, large-scale mining operations increasingly capital intensive and have prompted miners to seek new avenues for maximizing the value of their existing infrastructure. A notable emerging trend is the convergence of bitcoin mining operations with large scale data center services, including those supporting AI/HPC workloads. As demand for data center infrastructure accelerates, driven by advances in machine learning, generative AI, and compute-intensive enterprise applications, access to reliable, low-cost power has become a critical constraint on the development of new data centers. Bitcoin mining companies that own and operate their facilities are increasingly repurposing or reallocating portions of their power and physical infrastructure to support data center applications. This shift is enabled by the similarities between the underlying facility requirements for Bitcoin mining and non-mining data center workloads, including large electrical loads, advanced cooling systems, and high-density rack deployments.

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As a result, the bitcoin mining industry is experiencing an evolution in which mining operators with robust power portfolios are leveraging their existing assets to participate in the rapidly growing market for data center services. This trend reflects both the challenges facing the bitcoin mining sector and the significant economic opportunities presented by the global expansion of compute-intensive digital infrastructure.

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Bitcoin Network Changes and Competition

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The price of bitcoin saw an increase during the first quarter of 2024 due to a new source of demand from 11 bitcoin spot ETFs, which were approved to begin trading by the SEC on January 11, 2024. These ETFs, as investment vehicles, provide investors with a new way to gain exposure to bitcoin through more traditional financial markets.

During 2023 and 2024, the bitcoin mining industry experienced record growth as the price of bitcoin increased from the lows experienced in early 2023. The rising bitcoin price renewed opportunities to access capital markets to fund growth, leading to unprecedented expansion in mining operations, which resulted in a doubling of the size of provisioned hash calculation services on the network, as measured by total hash rate. In advance of the April 2024 bitcoin network halving, many bitcoin mining companies heavily invested in implementing vertically integrated business models, infrastructure, and upgrading and expanding mining fleets. Competition on the bitcoin network has expanded accordingly, and we expect competition within the mining industry to intensify when bitcoin prices increase.

We have observed that when the market price for bitcoin experiences sustained increases, new miners are introduced onto the bitcoin network, contributing to an increase in the global network hash rate. Despite the halving in April 2024 and the increase in the global network hash rate, our hash rate grew by approximately 22.1% from December 31, 2024 to December 31, 2025. This growth contributed to an increase of approximately 17.8% in the number of bitcoin we mined during the year ended December 31, 2025 as compared to the same period in 2024.

Accordingly, as the global network hash rate continues to rise, miners must scale their operations to maintain or improve their share of the bitcoin mining rewards. In response, we have expanded our Bitcoin Mining capacity through the development of new facilities, such as the Corsicana Facility, and strategic acquisitions, including the Block Mining Acquisition. These efforts are supported by investments in electricity supply and distribution infrastructure. We are also focused on other strategic growth opportunities that enhance our long-term competitiveness. 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 latest powerful and efficient miners available.

Volatile Transaction Fees

The bitcoin mining industry recently experienced an increase in transaction fees on the bitcoin network, alongside growing overall demand for bitcoin. While transaction fees remain inherently volatile, they are paid directly to miners and are representative of the public interest in transacting on the bitcoin network. These transaction fees, combined with the block subsidy issued by the bitcoin network, make up the total reward paid to miners upon solving a block.

Vertical Integration

Since 2021, we have focused on a vertically integrated business model. We remain committed to building long-term stockholder value by taking strategic actions to further vertically integrate our business at the Rockdale Facility and the Corsicana Facility, expanding the Kentucky Facility, and integrating our acquisitions, including the Kentucky Facility and E4A Solutions. Management believes that vertical integration will strengthen each of our business segments by providing increased capacity for our Bitcoin Mining operations, expanding opportunities for implementing our proprietary power strategy, and positioning us to capitalize on supply chain efficiencies and electrical engineering services through our Engineering segment. We continue to focus on deploying

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our efficient Bitcoin Mining fleet, at scale, while realizing the benefits of being an owner and operator of our Bitcoin Mining facilities.

Prior to the 2024 halving event, shifts in strategy by prominent bitcoin miners focused on implementing vertically-integrated business models by investing in infrastructure, and upgrading and expanding fleets at their own facilities rather than renting out space from a third-party data center. Vertical integration provides additional control over operational outcomes as well as better management of any input costs such as power and overhead fees. Flexibility, and the ability to manage expenses, becomes increasingly important as the amount of competition on the bitcoin network expands and the subsidy in bitcoin provided by the bitcoin network decreases.

We anticipate the bitcoin network will continue to see increased competition and consolidation in the bitcoin mining industry. Further, given our relative market position and liquidity, we believe we are well positioned to benefit from such consolidation. We are continuously evaluating opportunities which we may decide to undertake as part of our strategic growth initiatives; however, we can offer no assurances that any strategic opportunities which we decide to undertake will be achieved on the schedule or within the budget we anticipate, if at all, and our business and financial results may change significantly as a result of such strategic growth.

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Digital Asset Exchanges

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Digital asset exchanges provide trading venues for the purchases and sales of bitcoin. Bitcoin can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces on bitcoin trading platforms, which generally are not subject to the same regulatory oversight as traditional securities or commodities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets for bitcoin also exist. The value of bitcoin within the market is determined, in part, by global supply and demand dynamics, market expectations regarding bitcoin adoption, regulatory developments, and overall trading volumes, among other factors.

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The shutdown or failure of certain digital asset exchanges and trading platforms, often due to fraud or business failure, has negatively impacted confidence in the digital asset industry as a whole and prompted heightened regulatory scrutiny. We did not have any exposure to any digital asset lenders or exchanges who have declared bankruptcy or have suspended operations. We only hold and sell bitcoin that we have mined or purchased and do not sell, hold, or redeem any bitcoin on behalf of third parties.

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Custody of our Bitcoin

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Our bitcoin is held in cold storage wallets by well-known U.S.-based third-party digital asset-focused custodians, NYDIG Trust Company LLC (“NYDIG”) and Coinbase, Inc., on behalf of itself and Coinbase Custody Trust Company, LLC, and, if applicable, Coinbase Credit, Inc. or Coinbase Custody International Ltd. (collectively, “Coinbase” and, together with NYDIG, our “Custodians”). We may also sell our bitcoin using our Custodians’ U.S. brokerage services. The cold storage wallets in which our bitcoin are held are located in the United States. NYDIG is a standalone trust company organized by an institutional-grade New York City bank, which holds our bitcoin in trust accounts solely for our benefit. Coinbase is a New York Trust Company and fiduciary under New York state law, and is regulated by the New York Department of Financial Services (“NYDFS”). Any Company funds that may be held by Coinbase are legally segregated at the account, sub-account, and on-chain wallet address level. While we believe that our custodial agreements provide our business with reasonable protections for our operations and the safe storage of our digital assets, we make no assurances that storing our digital assets with either NYDIG or Coinbase is free from risk. To the best of our knowledge, NYDIG and Coinbase safely store our digital assets in segregated accounts as represented in the NYDIG Custodial Agreement and the Coinbase Prime Broker Agreement; however, if either, or both, of our Custodians were to breach its agreement, our digital assets could be compromised. Similarly, if NYDIG or Coinbase were to cease operations, declare insolvency or file for bankruptcy, there is a reasonable risk that recovery of our assets, though kept in segregated accounts, would be delayed or unrecoverable. For further discussion of our custodial agreements, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report.

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Applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodied bitcoin were considered to be the property of our Custodians’ estates in the event that such Custodian were to enter bankruptcy, receivership or similar insolvency proceedings, there is a risk that we could be treated as a general unsecured creditor of such Custodian, inhibiting our ability to access our bitcoin. Even if we are able to prevent our bitcoin from being considered the property of a Custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our bitcoin held by the affected Custodian during the pendency of the insolvency proceedings. To our knowledge, our Custodians have not petitioned for bankruptcy protection, been declared insolvent or bankrupt, made any assignment for the benefit of creditors, or had a receiver appointed for its assets, at any point while we have been a customer. Further, none of our bitcoin was, as of the time of filing this Annual Report, custodied with any entity that has petitioned for bankruptcy protection, been declared bankrupt or insolvent, made any assignment for the benefit of creditors, or had a receiver appointed for its

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assets. The recent bankruptcies in the crypto industry and failures of certain financial institutions have not resulted in any loss or misappropriation of any of our bitcoin nor have such events impacted our access to any of our bitcoin.

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We are not aware of any of our Custodians experiencing excessive redemptions or withdrawals, or having suspended redemptions or withdrawals, of any customer assets (bitcoin, crypto, or otherwise). Further, we have not experienced any loss of, or access to, our bitcoin custodied with our Custodians, we have never been unable to account for such bitcoin assets, and we are not aware of our Custodians having ever been unable to account for our bitcoin assets or the crypto assets of its other customers.

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To the extent we sell any of our bitcoin custodied with either NYDIG or Coinbase, these transactions are executed through the Custodian’s U.S. brokerage services, which are registered with the Financial Crimes Enforcement Network (“FINCEN”) and hold NYDFS Bitlicenses. Such brokered sales are made primarily through market-making transactions with institutional grade investors. While we do not know the identity of the purchasers in such brokered sales of our bitcoin, each of our Custodians have made all customary representations to us regarding its compliance with all Know Your Customer and Anti-Money Laundering (“KYC/AML”) regulations applicable to such brokered sales of our bitcoin. Our agreements with such brokerage services require them to comply with all applicable FINCEN and NYDFS rules and regulations, and with respect to the NYDIG Custodial Agreement, the Office of Foreign Assets Control’s rules and regulations, including with respect to KYC/AML.

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Insurance

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We maintain property insurance coverage for our mining hardware, buildings, and infrastructure, including coverage for business interruption, earthquakes, flood and tornadoes. We also maintain cybersecurity coverage, casualty, general and management liability, pollution and builders’ risk insurance policies. We believe each Custodian maintains limited insurance policies covering the pool of digital assets it custodies against certain events of loss, such as theft. We do not carry additional insurance coverage on our bitcoin holdings. We engage our insurance broker annually to solicit underwriters to provide proposals to renew our current coverage or update our policies to meet our needs, prior to the policies’ expiration.

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Research and Development

The Company’s strategic investments in research and development fuels innovation across our power management, power infrastructure, and entry into data center operations. Our proven expertise in designing, constructing, and operating as a bitcoin miner, at scale, distinguishes us within the industry as we expand into data center development.

In 2022, we initiated development of the Corsicana Facility to expand our Bitcoin Mining capabilities. Phase I of the development of the Corsicana Facility involved the construction of 400 MW of immersion-cooled Bitcoin Mining infrastructure, as well as a high-voltage power substation and transmission facilities to supply power and water to the facility. Construction of Phase I was completed during the year ended December 31, 2024. Once complete, we expect the Corsicana Facility to have one GW of developed capacity for Bitcoin Mining and data center operations.

With extensive experience in mining equipment installation, operation, and optimization, we continuously refine our data center designs to maximize hardware performance and extend equipment longevity. Leveraging deep knowledge of data center architecture and systems integration, we are advancing digital asset mining infrastructure to meet the rigorous demands of data center operations and positioning the Company for long-term growth in the industry.

Materials and Suppliers

We maintain several key supplier relationships that are important to our business for securing mining hardware, infrastructure components, and other materials. Because only a limited number of manufacturers can produce ASIC miners at scale, supply chain concentration presents a risk to procurement timing and costs. All of our miner purchases in 2024 and 2025 were from MicroBT. Our purchase orders with MicroBT often include delivery schedules that extend several months prior to delivery to our Facilities, requiring advance planning to align miner purchases with their anticipated deployment.

The development and potential expansion of our Facilities require significant quantities of electrical infrastructure components and construction materials. We work closely with suppliers to secure these materials in sufficient quantities to support large-scale, timely deployments. Additionally, our immersion-cooled Bitcoin Mining operations require substantial volumes of specialized, non-conductive cooling fluid produced by a limited number of manufacturers.

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Global Logistics

Global supply chain logistics have caused delays across all distribution channels. Similarly, we have experienced delays in certain miner delivery and infrastructure development schedules due to constraints in the global supply chains for miners, electricity distribution equipment, and construction materials. Through the date of this Annual Report, we have successfully managed these challenges and avoided any material impact on our miner deployment schedule; however, there can be no assurance that we will be able to successfully manage future supply chain disruptions.

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Additionally, the development and potential expansion of our Facilities require large quantities of construction materials, specialized electricity distribution equipment and other component parts that can be difficult to source. To help mitigate global supply chain logistics and pricing concerns, we have procured and hold many key materials. We continue to monitor global supply chain developments and assess their potential impact on our expansion plans.

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Regulatory

We operate within a complex and rapidly evolving regulatory environment and are subject to a wide range of federal, state, and local laws and regulations governing Bitcoin mining and digital asset activities, as well as data center development. While we anticipate that bitcoin mining and data center development will continue to be areas of focus for regulators in the near- and long-term due to the rapid growth of digital assets and high-performance computing, we cannot predict with certainty the impact that future regulations, policy developments, or enforcement actions may have on our business or operations. The 2024 election was followed by a more favorable environment for digital assets and data centers, though conditions in various jurisdictions, particularly at regional, state, and local levels, remained volatile as policymakers grapple with energy demand projections growing much faster than in recent decades. As agencies and states initiate reviews of energy-intensive computing operations and their external impacts, there may be potential future reporting, efficiency, reliability, or cost-allocation requirements.

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The market and regulatory signals for data centers and digital assets changed significantly with the 2024 election. At the outset of his term in 2025, the President issued an executive order to “unleash American energy.” In March 2025, the President issued executive orders on “strengthening American leadership in digital financial technology” and established a strategic bitcoin reserve and digital asset stockpile. Members of the House and Senate also introduced legislation to codify a national strategic bitcoin reserve. In July 2025, in response to the executive order on digital financial technology, the White House released a report on legislative and regulatory actions to strengthen American leadership in the space. In July 2025, the White House released “America’s AI Action Plan” highlighting the steps the Administration will take on AI innovation, infrastructure, diplomacy, and security. In 2025, the Department of Energy launched the Speed to Power initiative, directed the Federal Energy Regulatory Commission (“FERC”) to consider rulemaking to expedite large-scale grid infrastructure and interconnection projects, and opened up requests for proposals to utilize federal lands and power resources to advance AI in the U.S. Furthermore, in November 2025, the President launched the “Genesis Mission” executive order for a coordinated, nationwide, whole-of-government effort to use AI to identify and solve grand challenges. Finally, in December 2025, the President issued an executive order to establish a national AI framework and limit a burdensome patchwork of state laws.

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In July 2025, after a broad bipartisan vote, the President signed the GENIUS Act into law, creating a regulatory framework for the use of stablecoins, and demonstrating a positive signal of support for regulatory clarity for digital assets. Furthermore, in July 2025, the House passed market structure legislation which, if enacted, would clarify the jurisdiction of the SEC and the Commodity Futures Trading Commission over digital assets and related intermediaries. In early 2026, Senate committees with jurisdiction are expected to consider their version of market structure legislation.

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In January 2024, the SEC approved a series of spot bitcoin exchange-traded funds, marking a major step toward market integration and institutional participation. In 2025, the SEC established a working group that aims to establish regulatory clarity for digital asset industries and issued statements clarifying its view that mining and staking of digital assets do not constitute offers or sales of securities. The SEC also issued a staff accounting bulletin on obligations to safeguard digital assets for platform users. Furthermore, in August 2025, the President issued an executive order on “democratizing access to alternative investments for 401(k) investors,” directing relevant regulators to facilitate greater options for savings, investments, and retirement accounts, including digital assets.

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In January 2024, the U.S. Energy Information Administration (the “EIA”) initiated a provisional survey to collect electricity consumption information from cryptocurrency mining companies operating in the United States. The survey was authorized by the Office of Management and Budget as an emergency data request; however, it was subsequently withdrawn following a successful lawsuit led by us and the Texas Blockchain Council. In December 2025, the new director of the EIA stated a desire to conduct surveys regarding data centers to provide information to policymakers, signaling a renewed interest in data collection initiatives.

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In August 2025, the President issued an executive order entitled “guaranteeing fair banking for all Americans,” and regulators have issued rules to ensure that lawful businesses, including companies in the digital asset industry, receive fair access to banking services. Nevertheless, to mitigate any future potential regulatory risks with respect to financial services, we have diversified our banking relationships.

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We are aware that members of the U.S. House Committee on Ways and Means, the U.S. Senate Committee on Finance, along with other leaders, are considering changes to the tax treatment of bitcoin. Potential changes could include taxing bitcoin like similarly situated commodities at the point of sale, rather than at the point of mining, or a potential compromise similar to an 83(b) election to allow miners to choose either of these approaches. Additionally, we are aware of members considering a de minimis exemption for low-dollar bitcoin transactions similar to the exemption that exists for foreign currencies, which could facilitate broader adoption of the asset at the consumer level. In 2025, draft legislation containing both a de minimis exemption for low-value digital asset transactions and clarification of the taxation point for mined digital assets was introduced and remains under consideration, reflecting growing Congressional interest in simplifying digital asset tax treatment. Pursuant to the executive order on digital financial technology, the Treasury Department is also considering administrative changes at the department-level related to the tax treatment of bitcoin.

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The U.S. has imposed economic sanctions affecting transactions with designated foreign countries, foreign nationals, and others. The Office of Foreign Assets Control (“OFAC”) is responsible for ensuring that U.S. entities do not engage in transactions with certain prohibited parties and maintains lists such as the Specially Designated Nationals (“SDNs”) and Blocked Persons List. Our policies prohibit transactions with SDNs, and we maintain a risk-based compliance program designed to prevent unlawful business dealings with prohibited countries, regions, individuals or entities. However, due to the pseudonymous nature of blockchain transactions and our reliance on third-party vendors to identify and prevent transactions with SDNs, there remains a risk that we may unknowingly engage in a prohibited transaction despite our controls.

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State regulation of bitcoin mining and other compute-related energy consumption is an important consideration regarding where we conduct our mining operations. The Rockdale Facility and the Corsicana Facility are both located in the State of Texas. Texas continues to offer a favorable regulatory environment for bitcoin miners and other data center operations. In 2025, Texas enacted SB 21, a bill creating a strategic bitcoin reserve, appropriating $10 million for the state to purchase bitcoin, which the comptroller did in late 2025, making Texas the first state to do so. SB 6 was also enacted in 2025, and subsequent rulemaking initiatives have raised the possibility of new disclosure and reliability requirements for large industrial electricity users, including digital asset mining and HPC data center operations. In 2024, we acquired Block Mining in the Commonwealth of Kentucky, which also maintains a favorable regulatory environment for bitcoin mining. In 2025, we announced the process of developing a scalable data center platform to support non-mining data center operations, including potential applications in AI and HPC. Accordingly, we will monitor potential regulatory developments affecting data centers more broadly and their affiliated energy use.

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We are unable to predict the impact that any new standards, legislation, or regulations may have on our business at the time of filing this Annual Report. However, we continue to monitor and proactively engage in dialogue on regulatory and legislative matters related to our industry. As the regulatory landscape continues to evolve, particularly with respect to digital assets, AI computing, and energy use, we remain committed to compliance and constructive engagement with policymakers.

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As the regulatory and legal environment evolves, we may become subject to new laws, such as further regulation by financial and energy regulatory bodies, which may affect our Bitcoin Mining and data center activities. For additional discussion regarding our belief about the potential risks that existing and future regulation pose to our business, see Part I, Item 1A. “Risk Factors” of this Annual Report.

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Environmental

Our direct operations do not result in significant pollution or the discharge of hazardous emissions, and we do not anticipate that our operations will be materially affected by existing federal, state or local provisions concerning environmental controls. However, certain local, state, and federal policymakers have expressed concerns regarding the aggregate energy consumption associated with bitcoin mining and large-scale data centers, with particular focus on the environmental impact of energy derived from non-renewable sources. These concerns typically center on electrical grid reliability, carbon emissions, and water usage for cooling.

We carefully monitor existing and pending climate change legislation, regulation and international treaties or accords for any material effect on our business or markets that we serve, our operational results, our capital expenditures or our financial position. While we believe our current operations are in compliance with applicable environmental regulations, any future implementation of more stringent environmental or energy-use standards could impact our operational costs or the availability of power for our Facilities.

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Many media reports primarily focus on the energy requirements of bitcoin mining but fail to include discussion of its positive contributions to other customers on the electrical grid. Bitcoin mining operations can be quickly curtailed, uniquely positioning businesses in the industry to respond to increased electricity demand during peak periods or emergency situations. Throughout 2025, we voluntarily curtailed our operations’ energy consumption to allow our energy providers to redirect our power allotment back into the Electric Reliability Council of Texas (“ERCOT”) and Midcontinent Independent System Operator (“MISO”) markets during extreme weather events. Such actions helped to stabilize the grid by allowing our power allotment to be delivered to the areas of greatest need, such as heating homes and powering hospitals. In exchange for powering down our systems during times of high electricity demand, we receive benefits associated with the difference between our contractual cost of power and the price at which such power is sold on the ERCOT and MISO markets. Additionally, we voluntarily participate in load response programs operated by ERCOT and MISO, whereby we temporarily give ERCOT and MISO the right to curtail a set portion of our power load at their discretion in exchange for a fee. Overall, our operations incentivize the development of new power generation capacity and our actions help reduce the frequency and impact of power failures and electricity price surges, the benefits are shared by the Company and all participants in the ERCOT and MISO markets.

Human Capital Resources

During the past year, we have made substantial investments in our workforce to attract and retain best-in-class employees, while internally promoting individuals to key positions across the Company. As of December 31, 2025, our total workforce consisted of approximately 816 employees across our entire organization, including professionals in engineering, information and technology, construction, manufacturing, finance, legal, communications, Bitcoin Mining operations, and data center operations. Of our total workforce, approximately 641 employees were in engineering, construction, manufacturing, and Bitcoin Mining operations and approximately 175 employees were in general or administrative support functions, such as information and technology, finance, legal or communications. As of December 31, 2025, approximately 63% of our workforce was in Texas, 31% was in Colorado, and 3% was in Kentucky.

Our human capital resources strategy aims to align the interests of our employees with our key long-term success drivers. To support the execution of this strategy, we have implemented a long-term performance incentive program, under which all eligible employees are granted a combination of service-based restricted stock awards that generally vest over a three-year period and performance-based restricted stock awards that are eligible to vest based on achievement of specific performance or total stockholder return milestones. We believe our performance program is a key incentive for our employees aligning their long-term interests with our long-term objectives as an organization.

In addition to our long-term incentive program and competitive cash compensation practices, our employees are provided with comprehensive health benefits, paid maternal and parental leave, paid time off, and additional benefits.

We recognize that effective leadership drives organizational success and strive to develop leaders at all levels within the Company. In addition to recruiting top external talent, we offer management and executive training programs and encourage continuous professional development across the Company.

We seek to attract diverse, high-potential candidates and foster their long-term career growth by emphasizing ability and experience, rather than relying solely on educational background. We actively recruit candidates from both local communities and major metropolitan areas, to build a workforce with varied backgrounds and skills while providing sustainable, growth-oriented careers in a safe, respectful and inclusive environment.

Compensation and Benefits

Our compensation programs are designed to attract, retain, and motivate employees while aligning their performance with our long-term goals. We regularly benchmark salaries and wages against quantitative market data and adjust compensation to remain competitive and equitable across roles, experience levels, and geographic locations. We maintain a robust pay-equity review process that supports fair and merit-based increases in compensation and incentives.

We provide a comprehensive range of benefits programs, including medical, dental, and vision insurance for employees and family members, paid and unpaid leaves, and life and disability/accident insurance coverage. For employees outside of the United States, benefits are structured in accordance with country-specific practices and are designed to support overall health, well-being, and financial security.

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Bitcoin Mining Results

Bitcoin Mining Production, Purchases, and Sales

One way we measure the success of our operations is by the number and U.S. Dollar value of the bitcoin rewards we earn from our Bitcoin Mining activities. The following table presents information regarding our Bitcoin Mining operations, including production, purchases, and sales of bitcoin.

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The bitcoin rewards earned from our Bitcoin Mining operations were 4,828 bitcoin in 2024 and 5,686 bitcoin in 2025, representing an increase of approximately 17.8%. Revenue recognized from our Bitcoin Mining activities increased from approximately $321.0 million during 2024 to $576.3 million during 2025, representing an increase of approximately 79.5%. The increase in revenue was primarily due to an increase in bitcoin prices and our increase in deployed hash rate as a result of the development of the Corsicana Facility, the acquisition of Block Mining and our significantly improved operational efficiency, partially offset by the increase in the global network hash rate and the halving that occurred in April 2024.

Factors Affecting Profitability

Market Price of Bitcoin

Our business is heavily dependent on the spot price and overall market performance of bitcoin. The price of bitcoin has historically exhibited significant volatility, driven by speculation, shifting investor sentiment, regulatory developments, technological changes, fraudulent actors, manipulation, media reporting and macroeconomics, among other factors. Bitcoin’s value may be based on various factors, including its acceptance as a means of exchange by consumers and producers, scarcity, and market demand, all of which are beyond our control.

Halving

Another key factor impacting industry profitability is the periodic reduction of the Bitcoin block reward, known as halving. This reward, originally set at 50 bitcoin currency rewards per block, has been cut in half approximately every four years. The Bitcoin blockchain has undergone four halving events since its inception on the following dates: (1) on November 28, 2012, at block height 210,000; (2) on July 9, 2016, at block height 420,000; (3) on May 11, 2020, at block height 630,000; and (4) on April 19, 2024 at block height 840,000, when the reward was reduced to its current level of 3.125 bitcoin per block. The next halving is anticipated to

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occur in mid-2028 at block height 1,050,000. Many factors influence the price of bitcoin, and potential increases or decreases in prices in advance of or following a future halving are unknown.

Network Hash Rate and Difficulty

A bitcoin miner’s probability of solving a block on the Bitcoin blockchain and earning a bitcoin reward generally depends on its hash rate relative to the global network hash rate. As more powerful miners are deployed, the bitcoin network difficulty continues to increase. Network difficulty is adjusted every 2,016 blocks (approximately every 2 weeks) to maintain an average of approximately ten minutes between each block validation. A higher network difficulty means more computational power is required to solve a block and earn a bitcoin reward. This, in turn, makes the bitcoin network more secure by limiting the possibility of one miner or mining pool gaining control of the network. Accordingly, as new and existing miners increase their hash rate, the global network hash rate will continue to grow, requiring miners to continually expand or upgrade capacity to maintain their share of total network rewards.

For further discussion of the factors affecting our profitability, see the discussion under Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Summary of Bitcoin Activity” of this Annual Report, as well as the discussion of various risks, factors, and uncertainties we believe may affect our revenue and results of operations under Part I, Item 1A. “Risk Factors” of this Annual Report.

Performance Metrics

We aim to mine bitcoin by utilizing our miners to solve blocks. In exchange for solving a block, we receive a bitcoin reward, which we may either hold or sell on the market to generate cash to fund operations. For further discussion of our Bitcoin Treasury Strategy, see the discussion under Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Bitcoin Treasury Strategy” of this Annual Report.

Hash Rate

Bitcoin miners typically measure their performance in terms of “hash rate,” which is the number of cryptographic hashing algorithms solved (or “hashes”) per second. Generally, miners or mining pools with a higher hash rate relative to the global Bitcoin network hash rate have a greater probability of earning bitcoin rewards over time, as compared to miners with relatively lower total hash rates.

As the relative market price of bitcoin rises, more miners are incentivized to enter the network, increasing total global hash rate and overall network difficulty. To remain competitive, miners must continually expand or upgrade equipment to maintain their share of block rewards, creating a feedback loop: as bitcoin value increases, additional mining capacity is deployed, leading to higher network difficulty, which in turn requires further investment to sustain equivalent reward output. This dynamic has resulted in accelerated technological competition among miners, as miners deploy larger fleets of increasingly advanced miners to improve performance. Only a limited number of manufacturers are capable of producing high-quality miners at scale, creating supply constraints and upward pressure on pricing. Furthermore, manufacturers may raise prices for new equipment in response to rising bitcoin market prices.

Intellectual Property

We actively utilize specialized hardware and software in our Bitcoin Mining operations. The Bitcoin blockchain is primarily built on open-source code and, in certain cases, the source code and other software assets we use in our Bitcoin Mining operations may be subject to an open-source license. For these works, we adhere to the terms of any license agreements that may be in place.

We rely on a combination of trade secrets, trademarks, service marks, trade names, copyrights, and other intellectual property rights to safeguard our technology and brand. Additionally, we may obtain licenses to use intellectual property rights owned and controlled by third parties. Furthermore, we have developed and may continue to develop certain proprietary software and hardware applications to enhance our Bitcoin Mining operations, including technologies used in our immersion-cooled mining systems.

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Information About Our Executive Officers

The following sets forth the name, age, and position of each of the persons serving as executive officers as of the filing of this Annual Report.

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Jason Les (age 40) has served as our Chief Executive Officer (“CEO”) since February 2021 and as a member of our Board of Directors (“Board”) since November 2017. He has been deeply involved with bitcoin since 2013, with significant experience in bitcoin mining, as an engineer studying protocol development, and contributing to open-source projects. Mr. Les was previously a founding partner of Binary Digital from May 2017 to November 2020, a software-development company where he led the engineering team and coordinated project development for artificial intelligence, reverse engineering, and inter-software compatibility projects. Additionally, his background includes over a decade of unique experience as a former professional heads-up poker player. He holds a Bachelor of Science, Computer Science from the University of California, Irvine.

Benjamin Yi (age 43) has served as our Executive Chairman since May 2021, as a member of the Board since October 2018, and as Chairman of the Board from November 2020 through May 2021. In this role, he is directly involved in our day-to-day operations, playing a key role in setting and fulfilling the Board’s strategic aims for the Company. Mr. Yi brings significant corporate governance experience to Riot’s Board and executive management team, having served as an independent director and committee chair of several private and public companies. Prior to joining Riot, Mr. Yi led capital markets and corporate development at IOU Financial, a fintech enabled lender to small businesses across North America and investee company of Neuberger Berman from January 2017 through May 2021. Mr. Yi brings almost two decades of unique capital markets experience to the Company, and a particular expertise in fintech, specialty finance, and investing throughout a company’s capital structure. Mr. Yi holds a Bachelor of Commerce, specialist in Finance, major in Economics from University of Toronto - Trinity College and a Master of Finance from University of Toronto – Rotman School of Management.

Jason Chung (age 44) has served as our Chief Financial Officer since March 2026, and prior to that served as Executive Vice President, Head of Corporate Development & Strategy since July 2023, and Head of Corporate Development & Strategy from June 2022 to July 2023. Mr. Chung spearheads the coordination of the Company’s corporate development, capital markets, and investor relations efforts. Mr. Chung brings two decades of experience in investment banking and a wealth of knowledge in corporate finance to Riot. Prior to joining Riot, Mr. Chung served as Managing Director, M&A, at Nomura Holdings, Inc., from March 2017 through June 2022 and Executive Director, Mergers & Acquisitions from March 2014 through December 2016, where he advised global clients on cross-border transactions primarily in the technology sector across multiple countries. Mr. Chung’s investment banking career spanned nearly $20 billion in mergers and acquisitions transactions and included building and growing advisory teams. Mr. Chung is a CFA charter holder and earned a Bachelor of Commerce and Finance degree, minoring in History, from the University of Toronto.

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William Jackman (age 42) has served as our Chief Legal Officer and Secretary since January 2026, and prior to that served as Executive Vice President, General Counsel and Secretary, from September 2022 to January 2026, and as General Counsel and Secretary from July 2021 to September 2022. As a member of the executive team, Mr. Jackman manages the Company’s legal affairs, drawing upon his unique business and legal acumen to navigate strategic decisions and develop innovative solutions to complex challenges. Previously, Mr. Jackman represented S&P 500 companies as well as other public companies in the areas of securities laws, mergers and acquisitions, and power generation. Prior to joining Riot, Mr. Jackman was a Leader of Public Companies and Securities at Rogers Towers, P.A., one of Florida’s oldest and most established law firms, from March 2018 to January 2022. Additionally, he was a Senior Corporate Attorney at Holland & Knight LLP, a multinational law firm, from May 2014 through August 2017. Mr. Jackman holds dual Juris Doctorate law degrees from the Universities of Windsor and Detroit, as well as an MBA from Nova Southeastern, and is a member of the New York, Florida, and Ontario Bar Associations.

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Stephen Howell (age 50) has served as our Chief Operating Officer since June 2024. Mr. Howell has also served as Chief Executive Officer at ESS Metron, LLC (“ESS Metron”), a subsidiary of the Company and a leading manufacturer of power distribution centers,

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portable substations, low and medium voltage switchgear, custom controls and relays from December 2021 to June 2025. Previously, Mr. Howell served as Director of Business Development – South at ESS Metron from October 2019 through December 2021. Prior to his role at ESS Metron, Mr. Howell served as Vice President, Senior Sales Representative at Castleman Power Systems International, LLC, a power developer and technology solutions provider, from October 2011 through October 2019. From January 2006 through October 2011, Mr. Howell served as Outside Sales Executive for Consolidated Electrical Distributors, an electrical solutions distributor and product supplier. Mr. Howell served as Estimator and Project Manager for Integrated Electrical Services Holdings, Inc., an integrated electrical design and installation company from January 2004 through January 2006, and as Outside Sales Engineer at Eaton Corporation plc, a power management and electrical systems company from January 2000 through January 2004. Mr. Howell holds dual Bachelor of Science degrees in industrial distribution and marketing from the University of Alabama at Birmingham.

Ryan Werner (age 46) has served as our Senior Vice President and Chief Accounting Officer since September 2022. Previously, Mr. Werner served as our Vice President of Finance from March 2021 to September 2022. Mr. Werner is responsible for the leadership and oversight of our public accounting function, leading the Company’s team of accounting and finance professionals. Prior to joining Riot, Mr. Werner was a Senior Director, Real Estate and Transactions Accounting at UDR, an S&P 500 constituent and multifamily real estate investment trust, from March 2013 through March 2021. Mr. Werner began his career in Ernst & Young’s audit practice, where he was a Senior Manager and specialized in publicly traded companies. Mr. Werner is a Certified Public Accountant and holds a Master of Accounting and Information Systems degree, as well as a Bachelor of Science in Accounting & Business Administration degree, both from the University of Kansas.

Jonathan Gibbs (age 38) has served as our Chief Data Center Officer since June 2025. Previously, Mr. Gibbs served as Executive Vice President, Product Delivery Americas, from August 2023 to June 2025, and Senior Vice President, Design and Construction from July 2021 to November 2023 at Prime Data Centers, an international developer and owner of hyperscale data centers. From November 2018 to January 2023, Mr. Gibbs served as Vice President, Mission Critical, at ARCO/Murray, a national design and construction firm that specializes in commercial construction and data center design, and real estate needs. Mr. Gibbs has over 15 years of leadership experience in the global data center sector, with a focus on infrastructure design, procurement, construction, and sustainability. Throughout his distinguished career, he has overseen the execution of data center platforms totaling over one GW of capacity and managed a design and construction portfolio representing more than $17 billion in capital investments across North America, Europe, and Asia. Mr. Gibbs holds a Bachelor of Science degree in Electrical Engineering from San Diego State University, specializing in Dynamic and Mission Critical Power Systems.

There are no familial relationships among our executive officers and any directors. There are no arrangements or understandings between any of our executive officers and any other person pursuant to which any such executive officers were selected.

Corporate Information

Our principal executive office is located at 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, and our telephone number is (303) 794-2000. Our records are kept at our principal executive office.

We were incorporated in the State of Colorado on July 24, 2000, under the name AspenBio, Inc., and have undergone a number of subsequent name changes. Effective October 19, 2017, we adopted the corporate name Riot Blockchain, Inc., and changed our state of incorporation to Nevada. Effective December 30, 2022, we adopted our current corporate name, Riot Platforms, Inc., and remain incorporated in Nevada.

Our website address is www.riotplatforms.com.

Additional Information

We file or furnish periodic reports and amendments thereto, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. These reports, and any amendments thereto, as filed with the SEC, can be accessed, free of charge, on the SEC’s website at www.sec.gov. These documents may also be accessed, free of charge, on our website: www.riotplatforms.com through a link in the “Investors” section. These documents are placed on our website as soon as reasonably practicable after they are filed with the SEC. The information posted on our website is not incorporated by reference into this Annual Report.