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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 June 30, 2025

☐ 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

RIOT PLATFORMS, INC.

(Exact name of registrant as specified in its charter)


Nevada		84-1553387
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


3855 Ambrosia Street, Suite 301, Castle Rock, CO		80109
(Address of principal executive offices)		(Zip Code)

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

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

Securities registered under Section 12(b) of the Securities Exchange Act:
Common Stock, no par value per share	RIOT	The Nasdaq Capital Market
(Title of class)	(Trading Symbol)	(Name of each exchange on which registered)

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.


Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
Emerging growth company ☐

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 July 29, 2025 , the registrant had 369,623,180 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.

Table of Contents

RIOT PLATFORMS, INC.

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	52

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 5.	Other Information	54
Item 6.	Exhibits	55
Signatures		57

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RIOT PLATFORMS, INC.

As used in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (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 U.S. 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, integration of new equipment, systems, technologies, services or developments; the development of the Company’s remaining power capacity for artificial intelligence (“AI”)/high-performance computing (“HPC”) uses; the development and implementation of industrial-scale immersion-cooled bitcoin mining hardware at our Bitcoin Mining facilities in Kentucky and Texas; the anticipated demand for AI/HPC uses; future economic conditions, performance, or outlooks; future political conditions; the outcome of contingencies; potential acquisitions or divestitures; 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; 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.

Such forward-looking statements reflect our management’s opinions, expectations, beliefs, and assumptions based on information currently available to management regarding future events, which may not materialize or prove to be correct due to certain risks and uncertainties, including those risks which the Company’s management has identified and believes to be material and those which management has not identified, or which management does not believe to be material. 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, 2024 (“2024 Annual Report”), as well as under similar headings in subsequent filings we may make with the SEC. It is not possible for our management to predict all risks, the potential impact of all factors on our business, or the extent to which any factor, or combination of factors, may cause our actual results to differ, perhaps materially, from those contained in, or implied by, any forward-looking statements we may make. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date the statements are made and are not guarantees of future performance or actual 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, and cash flows, and the market price of our securities may decline, as a result.

Accordingly, you should read this Quarterly Report and the other filings we make with the SEC, in their entirety and understand that our future results may be materially different from our historical results and from the results expressed in, or implied by, the forward-looking statements contained in this Quarterly Report and the documents incorporated by reference herein. The forward-looking statements contained in this Quarterly Report 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 attributable to us are expressly qualified by the foregoing 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)


	June 30, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	255,371	$	277,860
Restricted cash		74,877		73,441
Accounts receivable, net		25,427		27,124
Contract assets		6,498		6,478
Prepaid expenses and other current assets		50,196		40,288
Derivative asset, current portion		41,226		40,020
Equity method investment - marketable securities, at fair value		62,508		134,265
Total current assets		516,103		599,476

Property and equipment, net		1,301,732		1,338,787
Bitcoin		1,711,908		1,654,468
Restricted bitcoin		353,672		—
Deposits		88,659		30,115
Finite-lived intangible assets, net		32,070		34,053
Derivative asset, less current portion		107,416		109,475
Operating lease right-of-use assets		30,803		27,492
Goodwill		122,499		121,887
Other long-term assets		20,539		19,554
Total assets	$	4,285,401	$	3,935,307

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	18,057	$	17,609
Contract liabilities		21,601		9,644
Accrued expenses		70,006		75,672
Deferred gain on acquisition post-close dispute settlement		—		26,007
Deferred revenue, current portion		806		2,892
Contingent consideration liabilities, current portion		6,084		23,626
Current portion of debt		252,627		314
Operating lease liability, current portion		5,726		4,621
Total current liabilities		374,907		160,385

Deferred revenue, less current portion		243		13,590
Operating lease liability, less current portion		25,422		23,915
Contingent consideration liabilities, less current portion		3,129		3,229
Debt, less current portion		585,750		584,311
Other long-term liabilities		34		6,192
Total liabilities		989,485		791,622

Commitments and contingencies - Note 17

Stockholders’ equity
Preferred stock, no par value, 15,000,000 shares authorized:
2% Series A Convertible Preferred stock, 2,000,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and December 31, 2024		—		—
0% Series B Convertible Preferred stock, 1,750,001 shares authorized; no shares issued and outstanding as of June 30, 2025 and December 31, 2024		—		—
Common stock, no par value; 680,000,000 shares authorized; 363,234,107 and 344,890,208 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		4,063,053		3,833,882
Accumulated deficit		(767,332)		(690,419)
Accumulated other comprehensive income (loss), net		195		222
Total stockholders’ equity		3,295,916		3,143,685
Total liabilities and stockholders’ equity	$	4,285,401	$	3,935,307

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)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Revenue:
Bitcoin Mining	$	140,889	$	55,764	$	283,748	$	127,160
Engineering		10,576		9,627		24,496		14,302
Other		1,523		4,627		6,131		7,852
Total revenue		152,988		70,018		314,375		149,314

Costs and expenses:
Cost of revenue (excludes depreciation and amortization presented below):
Bitcoin Mining		78,175		35,275		152,993		71,824
Engineering		9,858		8,261		21,664		14,279
Other		3,006		10,105		11,971		14,640
Acquisition-related costs		111		—		187		—
Selling, general, and administrative		75,902		61,189		147,350		118,841
Depreciation and amortization		83,197		37,326		161,123		69,669
Change in fair value of bitcoin		(470,812)		76,403		(262,772)		(157,677)
Change in fair value of derivative asset		42,747		(27,484)		853		(47,716)
Power curtailment credits		(8,313)		(13,897)		(16,114)		(19,028)
Change in fair value of contingent consideration		(9,390)		—		(17,642)		—
Loss on contract settlement		158,137		—		158,137		—
Gain on acquisition post-close dispute settlement		(26,007)		—		(26,007)		—
Loss (gain) on sale/exchange of equipment		350		68		479		68
Casualty-related charges (recoveries), net		(119)		(187)		(119)		(2,487)
Total costs and expenses		(63,158)		187,059		332,103		62,413
Operating income (loss)		216,146		(117,041)		(17,728)		86,901

Other income (expense):
Interest income		3,334		8,466		6,731		16,655
Interest expense		(6,093)		(314)		(8,401)		(698)
Gain (loss) on equity method investment - marketable securities		6,143		24,462		(57,095)		24,462
Other income (expense)		244		33		337		41
Total other income (expense)		3,628		32,647		(58,428)		40,460

Net income (loss) before taxes		219,774		(84,394)		(76,156)		127,361

Current income tax benefit (expense)		(320)		(55)		(757)		(33)

Net income (loss)	$	219,454	$	(84,449)	$	(76,913)	$	127,328

Basic net income (loss) per share	$	0.65	$	(0.32)	$	(0.23)	$	0.51
Diluted net income (loss) per share	$	0.58	$	(0.32)	$	(0.23)	$	0.51

Basic weighted average number of shares outstanding		336,278,380		264,625,308		332,912,120		249,711,377
Diluted weighted average number of shares outstanding		382,677,364		264,625,308		332,912,120		249,711,377

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)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net income (loss)	$	219,454	$	(84,449)	$	(76,913)	$	127,328
Other comprehensive income (loss):
Unrealized holding gains (losses) on convertible note		(50)		(28)		(27)		(169)
Comprehensive income (loss)	$	219,404	$	(84,477)	$	(76,940)	$	127,159

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)

Three Months Ended June 30, 2025


						Accumulated other		Total
	Common Stock			Accumulated		comprehensive		stockholders’
	Shares	Amount		deficit		income (loss)		equity
Balance as of April 1, 2025	350,184,294	$	3,931,379	$	(986,786)	$	245	$	2,944,838
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	653,151		(103)		—		—		(103)
Issuance of common stock/At-the-market offering, net of offering costs	5,406,862		52,657		—		—		52,657
Stock-based compensation	—		30,120		—		—		30,120
Issuance of common stock for asset acquisition	6,989,800		49,000		—		—		49,000
Net income (loss)	—		—		219,454		—		219,454
Other comprehensive income (loss)	—		—		—		(50)		(50)
Balance as of June 30, 2025	363,234,107	$	4,063,053	$	(767,332)	$	195	$	3,295,916

Three Months Ended June 30, 2024


						Accumulated other		Total
	Common Stock			Accumulated		comprehensive		stockholders’
	Shares	Amount		deficit		income (loss)		equity
Balance as of April 1, 2024	267,991,956	$	3,063,438	$	(588,043)	$	9	$	2,475,404
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	(881,721)		(8,771)		—		—		(8,771)
Issuance of common stock/At-the-market offering, net of offering costs	16,564,533		170,222		—		—		170,222
Stock-based compensation	—		32,135		—		—		32,135
Net income (loss)	—		—		(84,449)		—		(84,449)
Other comprehensive income (loss)	—		—		—		(28)		(28)
Balance as of June 30, 2024	283,674,768	$	3,257,024	$	(672,492)	$	(19)	$	2,584,513

Six Months Ended June 30, 2025


						Accumulated other		Total
	Common Stock			Accumulated		comprehensive		stockholders'
	Shares	Amount		deficit		income (loss)		equity
Balance as of January 1, 2025	344,890,208	$	3,833,882	$	(690,419)	$	222	$	3,143,685
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	578,637		(587)		—		—		(587)
Issuance of common stock/At-the-market offering, net of offering costs	10,775,462		121,062		—		—		121,062
Stock-based compensation	—		59,696		—		—		59,696
Issuance of common stock for asset acquisition	6,989,800		49,000		—		—		49,000
Net income (loss)	—		—		(76,913)		—		(76,913)
Other comprehensive income (loss)	—		—		—		(27)		(27)
Balance as of June 30, 2025	363,234,107	$	4,063,053	$	(767,332)	$	195	$	3,295,916

Six Months Ended June 30, 2024


						Accumulated other		Total
	Common Stock			Accumulated		comprehensive		stockholders'
	Shares	Amount		deficit		income (loss)		equity
Balance as of January 1, 2024	230,836,624	$	2,687,692	$	(799,820)	$	150	$	1,888,022
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	10,104,311		(10,769)		—		—		(10,769)
Issuance of common stock/At-the-market offering, net of offering costs	42,733,833		515,966		—		—		515,966
Stock-based compensation	—		64,135		—		—		64,135
Net income (loss)	—		—		127,328		—		127,328
Other comprehensive income (loss)	—		—		—		(169)		(169)
Balance as of June 30, 2024	283,674,768	$	3,257,024	$	(672,492)	$	(19)	$	2,584,513

See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Six Months Ended
	June 30,
	2025		2024
Operating activities
Net income (loss)	$	(76,913)	$	127,328
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation		59,696		64,135
Depreciation and amortization		161,123		69,669
Amortization of license fee revenue		(24)		(48)
Noncash lease expense		2,651		1,676
Amortization of debt issuance costs		1,876		—
Change in fair value of bitcoin		(262,772)		(157,677)
Change in fair value of derivative asset		853		(47,716)
Change in fair value of contingent consideration		(17,642)		—
Loss on contract settlement		35,518		—
Gain on acquisition post-close dispute settlement		(26,007)		—
(Gain) loss on equity method investment - marketable securities		57,095		(24,462)
Loss (gain) on sale/exchange of equipment		479		68
Revenue recognized from bitcoin mined		(283,748)		(127,160)
Proceeds from sale of bitcoin		—		9,518
Changes in assets and liabilities:
(Increase)/decrease in operating assets		(11,401)		10,544
Increase/(decrease) in operating liabilities		5,831		(26,240)
Net cash provided by (used in) operating activities		(353,385)		(100,365)

Investing activities
Acquisition of assets from Rhodium		(7,250)		—
Deposits on equipment		(86,403)		(278,987)
Proceeds from sale of bitcoin		131,802		—
Security deposits		286		(181)
Proceeds from the sale of equity method investment - marketable securities		14,662		(133,160)
Purchases of property and equipment, including construction in progress		(93,235)		(110,848)
Casualty-related recoveries		119		2,487
Net cash provided by (used in) investing activities		(40,019)		(520,689)

Financing activities
Proceeds from the issuance of common stock / At-the-market offering		123,903		527,010
Offering costs for the issuance of common stock / At-the-market offering		(2,841)		(11,044)
Proceeds from revolving credit facilities		61,000		—
Repayments of revolving credit facilities		(6,728)		(144)
Proceeds from credit facility		200,000		—
Debt issuance costs		(2,396)		—
Repurchase of common shares to pay employee withholding taxes		(587)		(10,769)
Net cash provided by (used in) financing activities		372,351		505,053

Net increase (decrease) in cash and cash equivalents and restricted cash		(21,053)		(116,001)
Cash and cash equivalents and restricted cash at beginning of period		351,301		597,169
Cash and cash equivalents and restricted cash at end of period	$	330,248	$	481,168

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)


	Six Months Ended June 30,
	2025		2024
Supplemental information:
Cash paid for interest	$	1,918	$	24
Cash paid for taxes	$	871	$	—
Non-cash transactions
Reclassification of deposits to property and equipment	$	27,573	$	292,423
Construction in progress included in accrued expenses	$	415	$	25,473
Bitcoin exchanged for employee compensation	$	3,334	$	1,692
Right-of-use assets exchanged for new operating lease liabilities	$	5,962	$	2,118

The following reconciles cash, cash equivalents, and restricted cash to the amounts presented above:
Cash, cash equivalents, and restricted cash, beginning of the period:
Cash and cash equivalents	$	277,860	$	597,169
Restricted cash		73,441		—
Total cash, cash equivalents, and restricted cash as presented above	$	351,301	$	597,169
Cash, cash equivalents, and restricted cash, end of the period:
Cash and cash equivalents	$	255,371	$	481,168
Restricted cash		74,877		—
Total cash, cash equivalents, and restricted cash as presented above	$	330,248	$	481,168

See accompanying Notes to Condensed Consolidated Financial Statements.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Basis of Presentation

Organization

Riot Platforms is a vertically integrated bitcoin mining company principally engaged in enhancing its power infrastructure to support efficient and large-scale Bitcoin mining operations in support of the Bitcoin blockchain. In addition to its growing mining and engineering businesses, the Company is in the process of developing a scalable data center platform designed to allocate a portion of its power capacity toward supporting AI/HPC workloads.

The Company provides comprehensive and critical infrastructure for institutional-scale bitcoin mining at its large-scale Bitcoin Mining facilities in Rockdale, Texas (the “Rockdale Facility”), Navarro County, Texas (the “Corsicana Facility”), and two Bitcoin Mining sites in Kentucky (the “Kentucky Facility” and, together with the Rockdale Facility and the Corsicana Facility, the “Facilities”). The Rockdale Facility is a large-scale Bitcoin Mining facility in Rockdale, Texas that currently provides 700 megawatts (“MW”) of total developed capacity. The Company’s second large-scale Bitcoin Mining facility, the Corsicana Facility, is currently equipped to provide up to 400 MW of capacity for our Bitcoin Mining and, upon completion, is expected to have approximately one gigawatt (“GW”) of capacity available.

During 2024, the Company acquired Block Mining, Inc. (“Block Mining”), a Kentucky-based vertically integrated bitcoin miner (the “Block Mining Acquisition”), and E4A Solutions, LLC (“E4A Solutions”), a leading provider of electrical engineering services to a diverse customer base of energy developers and data center operators (the “E4A Solutions Acquisition”). The Block Mining Acquisition added 60 MW of operational capacity for self-mining operations, which the Company is working to expand to 110 MW in 2025, and provided access to a second electrical grid. The E4A Solutions Acquisition added engineering expertise to service the Company’s existing and future electrical infrastructure and allows the Company to provide electrical solutions and services to support the rapidly growing market for electrical infrastructure.

AI/HPC Development

The Company strengthened its execution capacity by recruiting critical talent and launching a scalable data center platform to support the initial phase of development, designated for AI/HPC applications at the Corsicana Facility, representing an initial 600 MW of AI/HPC capacity (“AI/HPC Phase I”). Additionally, the Company is evaluating further expansion opportunities and assessing the feasibility of developing additional power capacity to support AI/HPC applications. The Company is in the process of standardizing design templates and assessing procurement of all long-lead equipment, in alignment with its disciplined capital allocation strategy focused on delivering superior risk-adjusted returns. These foundational investments reflect a proactive, strategic approach that positions the Company for durable, long-term leadership and value creation in the data center sector.

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) and these notes (these “Notes”) have been prepared in accordance with the 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, per megawatt hours (“MWh”) and miner amounts; 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, 2025, 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, 2024, and notes thereto, included in the 2024 Annual Report.

As described in Note 19. Segment Information, the Company’s two reportable segments are: Bitcoin Mining and Engineering.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 2. Significant Accounting Policies and Recent Accounting Pronouncements

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 sheet 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 derivative asset 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.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation in the Condensed Consolidated Financial Statements and these Notes. The reclassifications did not have a material impact on the Condensed Consolidated Financial Statements and related disclosures. The impact on any prior period disclosures was immaterial.

Significant Accounting Policies

Except for the update noted below, see the Company’s 2024 Annual Report for a detailed discussion of the Company’s significant accounting policies.

Restricted bitcoin

The Company has pledged certain of its bitcoin as collateral for certain of its debt facilities. This restricted bitcoin is owned by the Company and is held in a segregated custody account in the Company’s name. Such bitcoin shall not be used by the lender to secure any other loan or account. Consistent with the Company’s other bitcoin holdings, restricted bitcoin is recorded at fair value, as determined using the period-end closing price of bitcoin on the Company’s principal market, Coinbase, and changes in fair value are recognized in Change in fair value of bitcoin, in Operating income (loss) on the Consolidated Statements of Operations.

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 ascertain that the Company’s Condensed Consolidated Financial Statements properly reflect the change.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company is evaluating the impact the updated guidance will have on its disclosures for the year ending December 31, 2025.

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 the updated guidance will have on its disclosures.

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Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 3. Acquisitions

Rhodium Settlement and Acquisition of Assets

On April 28, 2025, the Company’s subsidiary, Whinstone US, Inc. (“Whinstone”) acquired certain assets owned by Rhodium Encore LLC (together with its affiliates, “Rhodium”) that were located at the Rockdale Facility, assumed Rhodium’s 125 MW of power capacity at the Rockdale Facility, terminated the legacy hosting agreements with Rhodium, and settled all existing litigation between the parties for total consideration of $185.0 million (the “Rhodium Settlement”). The total consideration consisted of approximately $129.9 million in cash, the return of Rhodium’s power security deposit of approximately $6.1 million, and 6,989,800 shares of Company common stock, valued at $49.0 million based on the preceding ten trading day volume-weighted average share price immediately prior to the date of execution. The terminated legacy hosting contracts with Rhodium had a remaining term through December 2030 (see Note 4. Revenue from Contracts with Customers for more information). The settled litigation and claims include all existing claims between the parties, and any and all claims, or future claims, arising under the hosting contracts.

The acquired set of assets did not meet the definition of a business as defined in ASC 805, Business Combinations, as no substantive processes or employees were acquired. The assets acquired consisted primarily of bitcoin miners and related equipment, which are included in Property and equipment, net on the Condensed Consolidated Balance Sheets. The fair value of the tangible assets acquired was estimated to be $7.3 million and was determined using the cost approach, which utilizes replacement cost as an indicator of fair value. The key assumptions included replacement cost new, effective age, and remaining useful life, as well as physical deterioration factors. No identifiable intangible assets were acquired, no goodwill was recognized, and no liabilities were assumed in connection with the transaction.

In connection with the contract termination and the elimination of the Company’s future obligations under it, the Company relieved approximately $14.9 million of previously recognized deferred revenue (see Note 4. Revenue from Contracts with Customers).

The remaining portion of the transaction value is attributable to the combined impact of terminating the Company’s legacy hosting agreement and settling preexisting litigation with Rhodium, both of which stemmed from an ongoing contractual dispute. The legacy hosting agreement contained terms that were significantly unfavorable compared to prevailing market conditions for similar arrangements. As a result of the termination and settlement, the Company recognized a loss of $158.1 million, which is presented as Loss on contract settlement on the Condensed Consolidated Statements of Operations. This loss represents the residual amount after accounting for the total consideration transferred and the tangible assets acquired as part of the transaction.

E4A Solutions Acquisition

On December 16, 2024, the Company acquired 100% of the equity interests of E4A Solutions, a Texas-based electrical engineering solutions company, for total consideration of approximately $54.4 million, which was comprised of $51.8 million paid in cash from the Company’s existing cash and a contingent purchase price payable to the sellers with an estimated fair value at acquisition of $2.6 million. Under the contingent purchase price payable, the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ adjusted EBITDA during the two years ending December 31, 2026, payable in cash or Riot common stock at the Company’s discretion. The potential earn-out is calculated as 2.65 times the amount the average adjusted EBITDA exceeds the prescribed earn-out threshold.

The E4A Solutions Acquisition builds on Riot’s vertically integrated strategy by adding engineering expertise to service its own existing and future electrical infrastructure and allows the Company to provide electrical solutions and services to support the rapidly growing market for electrical infrastructure.

The E4A Solutions Acquisition was accounted for as an acquisition of a business using the acquisition method of accounting, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition. As of June 30, 2025, the Company has completed a preliminary allocation of the purchase consideration. Therefore, the allocation of the purchase price to assets acquired and liabilities assumed is based on provisional estimates and is subject to continuing management analysis, with assistance from third party valuation advisors. The Company expects to finalize the valuation of these assets and liabilities, and consideration transferred, as soon as practicable, but not later than one year from the acquisition date. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

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The following table presents the preliminary allocation of the purchase consideration:


Cash and cash equivalents	$	915
Accounts receivable		3,958
Prepaid expenses and other current assets		169
Contract assets		1,152
Property and equipment		136
Operating lease right-of-use asset		612
Finite-lived intangible assets:
Customer contracts		23,100
Trademark		1,100
Accounts payable		(1,446)
Deferred revenue, current portion		352
Accrued expenses		(254)
Operating lease liability, current portion		(323)
Operating lease liability, less current portion		(289)
Other long-term liabilities		(53)
Total identifiable assets and liabilities acquired		29,129
Goodwill		25,287
Total purchase consideration	$	54,416

The fair values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, other long-term assets, accounts payable, contract liabilities, accrued expenses, and other long-term liabilities were determined to be their carrying values due to the immaterial and/or short-term nature of the assets and liabilities.

The finite-lived intangible assets consist of a trademark and customer relationships. The fair value of the trademark was estimated using the relief-from-royalty rate method, which estimated future royalty charges attributable to the trademark. The fair value of the customer relationships was estimated using the income approach, which estimated future revenues and costs associated with the existing customer relationships. The estimated fair values of the trademark and customer relationships utilized a discount rate of 13.4%.

The right-of-use asset and operating lease liabilities consisted of an operating lease of office and commercial space in Houston, Texas. The lease has annual payments of approximately $0.4 million and a remaining lease term of approximately two years as of acquisition.

Goodwill was attributable to the assembled workforce of experienced personnel at E4A Solutions and synergies expected to be achieved from the combined operations of Riot and E4A Solutions. The goodwill recognized is expected to be deductible for tax purposes. We assigned the goodwill to our Engineering reportable segment.

The operating results of E4A Solutions have been included in the Company’s Condensed Consolidated Statements of Operations since the acquisition date. Through June 30, 2025, approximately $2.8 million of acquisition-related costs were expensed as incurred.

Block Mining Acquisition

On July 23, 2024, the Company acquired 100% of the equity interests of Block Mining, a vertically integrated Bitcoin mining company based in Kentucky, for total consideration of approximately $113.6 million. The purchase price consisted of $13.5 million in cash (adjusted for net working capital acquired and other items, excluding the payoff of debt of $5.0 million, which was accounted for as a transaction separate from the acquisition) from the Company’s existing cash, 7.2 million shares of Riot common stock valued at approximately $74.0 million, and a contingent purchase price payable to the sellers with an estimated fair value at acquisition of $26.1 million. Under the terms of the contingent purchase price payable, the sellers may earn up to an additional $32.5 million if certain milestones are reached by December 31, 2025.

The Block Mining Acquisition immediately enhanced the Company’s operational capabilities by increasing its total hash rate,

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expanding Riot’s geographic footprint, and providing access to additional energy markets beyond the Electric Reliability Council of Texas (“ERCOT”). These markets include the Paducah Power Systems, Tennessee Valley Authority, and Big Rivers Electric Corporation, all located within the Midcontinent Independent System Operator (“MISO”) region. Block Mining consists of two operational sites, both in Kentucky, which consist of existing operational Bitcoin Mining capacity, with the potential to expand. In addition, Block Mining owns a greenfield development site adjacent to an existing substation, representing a strategic opportunity for scalable growth. Known for its capital-efficient development model and experienced management team, Block Mining strengthens Riot’s ability to execute on its vertically integrated strategy and enhances its long-term positioning in the Bitcoin mining sector.

The acquisition was accounted for as an acquisition of a business using the acquisition method of accounting, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition. As of June 30, 2025, the Company completed a preliminary allocation of the purchase consideration. Therefore, the allocation of the purchase price to assets acquired and liabilities assumed is based on provisional estimates and is subject to continuing management analysis, with assistance from third-party valuation advisors. The Company finalized the valuation of these assets and liabilities, and consideration transferred, as of June 30, 2025. The finalization of the valuation did not result in any adjustments to any of the amounts presented below.

The following table presents the allocation of the purchase consideration:


Cash and cash equivalents	$	6,295
Accounts receivable		362
Prepaid expenses and other current assets		2,877
Property and equipment		20,165
Operating lease right-of-use asset		3,733
Accounts payable		(1,471)
Accrued expenses		(1,180)
Operating lease liability, current portion		(2,410)
Operating lease liability, less current portion		(1,323)
Long-term debt		(10,678)
Total identifiable assets and liabilities acquired		16,370
Goodwill		97,212
Total purchase consideration	$	113,582

The fair values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses were determined to be their carrying values due to the short-term nature of the assets and liabilities. The fair value of the acquired trade receivables was determined to be the net realizable amount of the closing date book value of $0.4 million.

The fair value of property and equipment was estimated by applying the cost approach, which uses the replacement cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new and physical deterioration factors, including remaining life and effective age. The replacement cost new was based on a price per terahash consistent with prices the Company pays for new bitcoin miners and an effective age of three years, consistent with the Company’s current estimated useful life of bitcoin miners.

The right-of-use asset and operating lease liabilities consisted of an operating lease of a data center in Calvert City, Kentucky. The lease has annual payments of approximately $1.4 million and a remaining lease term of approximately 3.0 years as of the acquisition.

The assumed debt consisted of a $5.0 million secured loan and a $5.7 million note payable. The secured loan was paid off on the date of acquisition. The note payable carries a fixed rate of 8.81%, and matures in December 2035, with annual principal and accrued interest payments beginning on December 31, 2024. The fair value of the debt at acquisition of $5.7 million was determined to equal its carrying value due at acquisition as the interest rate is reasonably consistent with rates the Company would expect to incur for similar debt instruments.

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Goodwill was attributable to the assembled workforce of experienced personnel at Block Mining and synergies expected to be achieved from the combined operations of Riot and Block Mining. The goodwill recognized is not expected to be deductible for tax purposes. We assigned the goodwill to our Bitcoin Mining reportable segment.

The operating results of Block Mining have been included in the Company’s Condensed Consolidated Statements of Operations since the acquisition date. Through June 30, 2025, approximately $2.9 million of acquisition-related costs were expensed as incurred.

Pro-forma financial information

The following unaudited pro forma financial information summarizes the combined results of operations for Riot, Block Mining, and E4A Solutions, as if the companies were combined as of January 1, 2023. The unaudited pro forma information does not reflect the effect of costs or synergies that may result from the acquisition and excludes acquisition-related costs of $5.7 million incurred for all periods through June 30, 2025. This unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operating results of the combined company. This information should not be used as a predictive measure of the Company’s future financial position, results of operations, or liquidity.


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2024		2024
Revenue	$	85,859	$	182,041
Net income (loss)	$	(77,326)	$	138,149

Note 4. Revenue from Contracts with Customers

Disaggregated revenue

Revenue disaggregated by reportable segment is presented in Note 19. Segment Information.

Contract balances

Contract assets relate to uncompleted Engineering contracts. As of June 30, 2025 and December 31, 2024, contract assets were $6.5 million and $6.5 million, respectively.

Contract liabilities primarily relate to uncompleted Engineering contracts. As of June 30, 2025 and December 31, 2024, contract liabilities and deferred revenue were $22.7 million and $26.1 million, respectively. In connection with the Rhodium Settlement described in Note 3. Acquisitions, the legacy hosting contract with Rhodium was terminated, thereby eliminating the Company’s future obligations under the contract. As a result, approximately $14.9 million of previously recognized deferred revenue was relieved and is included in Loss on contract settlement on the Condensed Consolidated Statements of Operations.

During the three months ended June 30, 2025 and 2024, $2.4 million and $2.2 million, respectively, and during the six months ended June 30, 2025 and 2024, $6.9 million and $3.8 million, respectively, of the beginning balance of contract liabilities and deferred revenue, in aggregate, was recognized as revenue.

During the three months ended June 30, 2025 and 2024, $0.1 million and $0.8 million, respectively, and during the six months ended June 30, 2025 and 2024, ($0.4) million and $0.9 million, respectively, were recognized as revenue as a result of satisfying performance obligations in previous periods.

As of June 30, 2025 and December 31, 2024, retainage of $0.9 million and $1.0 million, respectively, were included in Accounts receivable, net on the Condensed Consolidated Balance Sheets.

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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.


	Remainder of
	2025		2026		2027		2028		Total
Engineering	$	68,446	$	44,173	$	6,766	$	—	$	119,385
Other		49		97		97		97		340
Total remaining performance obligations	$	68,495	$	44,270	$	6,863	$	97	$	119,725

Note 5. Bitcoin

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


	Quantity	Amounts
Balance as of January 1, 2025	17,722	$	1,654,468
Revenue recognized from bitcoin mined	2,956		283,748
Change in bitcoin receivable	—		(272)
Proceeds from sale of bitcoin	(1,371)		(131,802)
Exchange of bitcoin for employee compensation	(34)		(3,334)
Change in fair value of bitcoin	—		262,772
Balance as of June 30, 2025	19,273	$	2,065,580

The following reconciles Bitcoin and Restricted bitcoin to the amounts above:
Bitcoin	15,973	$	1,711,908
Restricted bitcoin ^(a)	3,300	$	353,672
Total	19,273	$	2,065,580

Carrying value of bitcoin as of June 30, 2025 ^(b)		$	1,246,192
Realized gains on the sale or exchange of bitcoin for the three months ended June 30, 2025 ^(c)		$	3,934
Realized gains on the sale or exchange of bitcoin for the six months ended June 30, 2025^(c)		$	3,787
Revenue recognized from bitcoin mined for the three months ended June 30, 2025		$	140,889
Change in fair value of bitcoin for the three months ended June 30, 2025		$	470,812

Balance as of January 1, 2024	7,362	$	311,178
Revenue recognized from bitcoin mined	2,208		127,160
Change in bitcoin receivable	10		249
Proceeds from sale of bitcoin	(212)		(9,518)
Exchange of bitcoin for employee compensation	(34)		(1,692)
Change in fair value of bitcoin	—		157,677
Balance as of June 30, 2024	9,334	$	585,054

Carrying value of bitcoin as of June 30, 2024 ^(b)		$	323,484
Realized gains on the sale or exchange of bitcoin for the three months ended June 30, 2024 ^(c)		$	175
Realized gains on the sale or exchange of bitcoin for the six months ended June 30, 2024 ^(c)		$	7,357
Revenue recognized from bitcoin mined for the three months ended June 30, 2024		$	55,764
Change in fair value of bitcoin for the three months ended June 30, 2024		$	(76,403)

(a)

Restricted bitcoin is the Company’s bitcoin pledged as collateral for the Company’s $200 million credit facility. See Note 12. Debt for more information.

(b)

The carrying value of bitcoin is equal to the post-impairment value of all bitcoin held as of the adoption of ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets

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(“ASU 2023-08”) on January 1, 2023, and, for bitcoin produced subsequent to the adoption of ASU 2023-08, the initial value of the bitcoin as determined for revenue recognition purposes.

(c)

Bitcoin is sold on a first-in, first-out (FIFO) basis. For all periods presented, gains were recognized on all sales of bitcoin and exchanges of bitcoin for employee compensation and are included in Change in fair value of bitcoin on the Condensed Consolidated Statements of Operations.

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.

Note 6. Investments

Equity method investment - marketable securities

During the year ended December 31, 2024, the Company acquired approximately 90.1 million common shares of Bitfarms Ltd. (“Bitfarms”) on the open market for approximately $203.8 million. During the three months ended June 30, 2025, the Company sold approximately 16.1 million common shares of Bitfarms on the open market for net proceeds of approximately $14.7 million.

As of June 30, 2025, the Company’s investment in Bitfarms was equal to approximately 13.3% of all outstanding Bitfarms common stock.

The following table presents information about the equity method investment - marketable securities (“marketable securities”):


Fair value as of January 1, 2025	$	134,265
Net losses on marketable securities		(57,095)
Sales of marketable securities		(14,662)
Fair value as of June 30, 2025	$	62,508

The following table presents information regarding the net gains and losses associated with the sales of marketable securities:


	Three Months Ended		Six Months Ended
	June 30, 2025		June 30, 2025
Net gain/(loss) on marketable securities	$	6,143	$	(57,095)
Less: Net gain/(loss) recognized on marketable securities sold during the period	$	(9,119)	$	2,129
Net gain/(loss) recognized on marketable securities held as of June 30, 2025	$	15,262	$	(59,224)

In July 2025, the Company sold approximately 30.6 million common shares of Bitfarms on the open market for net proceeds of approximately $32.6 million. As a result, as of July 29, 2025, the Company’s investment in Bitfarms was equal to approximately 7.8% of all outstanding Bitfarms common stock.

Convertible note

During the year ended December 31, 2023, the Company invested in a $4.5 million convertible note at face value. The convertible note has a three-year term and earns interest at a rate of 12.0% per annum, which may be paid in cash or in-kind, and converts into equity of the issuer of the convertible note at the end of the three-year term.

The fair value measurement of the convertible note is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. The significant assumptions used to estimate fair value of the convertible note as of June 30, 2025, primarily consisted of a discount rate of 13.0%, which reflected the issuance date spread premium over the selected yield for the remaining time to maturity.

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The following table presents information about the convertible note:


Fair value as of January 1, 2025	$	5,345
Accrued interest		305
Amortized costs basis		5,650
Unrealized holding gains (losses) in accumulated other comprehensive income		(27)
Fair value as of June 30, 2025	$	5,623

For the three months ended June 30, 2025, unrealized holding losses in accumulated other comprehensive income were $0.1 million.

Note 7. Property and Equipment

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


	June 30,		December 31,
	2025		2024
Buildings and building improvements	$	768,609	$	715,862
Land rights and land improvements		17,779		10,904
Miners and mining equipment		914,120		927,866
Machinery and facility equipment		48,137		44,377
Office and computer equipment		3,428		3,081
Construction in progress		115,666		82,965
Total cost of property and equipment		1,867,739		1,785,055
Less accumulated depreciation		(566,007)		(446,268)
Property and equipment, net	$	1,301,732	$	1,338,787

The Company did not incur any impairment charges for its property and equipment during the three and six months ended June 30, 2025 and 2024.

For the three months ended June 30, 2025 and 2024, depreciation expense related to property and equipment totaled $82.2 million and $35.9 million, respectively, and $159.1 million and $66.8 million, respectively, for the six months ended June 30, 2025 and 2024.

Miners and mining equipment

As of June 30, 2025, 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 44.7 exahash per second (“EH/s”), for a total purchase price of approximately $709.0 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 end of 2025, with deployment following on an ongoing basis.

Note 8. Goodwill and Intangible Assets

Goodwill

The goodwill balance of $122.5 million and $121.9 million as of June 30, 2025 and December 31, 2024, respectively, was attributable to the assembled workforces of experienced personnel at Block Mining and E4A Solutions and synergies expected to be achieved as a result of the Company’s acquisitions. See Note 3. Acquisitions.

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Finite-lived intangible assets

The following table presents the Company’s finite-lived intangible assets as of June 30, 2025:


							Weighted-
	Gross		Accumulated		Net book		average life
	book value		amortization		value		(years)
Customer contracts	$	29,400	$	(3,473)	$	25,927	10
Trademark		6,100		(1,851)		4,249	10
UL Listings		2,700		(806)		1,894	12
Patents		10,060		(10,060)		—	Various
Finite-lived intangible assets	$	48,260	$	(16,190)	$	32,070

The following table presents the Company’s finite-lived intangible assets as of December 31, 2024:


							Weighted-
	Gross		Accumulated		Net book		average life
	book value		amortization		value		(years)
Customer contracts	$	29,400	$	(1,911)	$	27,489	10
Trademark		6,100		(1,542)		4,558	10
UL Listings		2,700		(694)		2,006	12
Patents		10,060		(10,060)		—	Various
Finite-lived intangible assets	$	48,260	$	(14,207)	$	34,053

For the three months ended June 30, 2025 and 2024, amortization expense related to finite-lived intangible assets was $1.0 million and $1.4 million, respectively, and $2.0 million and $2.9 million, respectively, for the six months ended June 30, 2025 and 2024.

The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of June 30, 2025:


Remainder of 2025	$	1,888
2026		3,775
2027		3,775
2028		3,775
2029		3,775
Thereafter		15,082
Total	$	32,070

The Company did not identify any impairment of its finite-lived intangible assets during the three and six months ended June 30, 2025 and 2024.

Note 9. Power Supply Agreements

Rockdale Facility

Power Purchase Agreement

In May 2020, 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 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 Services Programs, as

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described below, participation in ERCOT’s Four Coincident Peak (“4CP”) program, and sales of power, to attempt to manage operating costs most efficiently.

During the three months ended June 30, 2025 and 2024, the Company earned credits against future power costs in exchange for power resold of approximately $8.3 million and $13.9 million, respectively, and approximately $16.1 million and $19.0 million, respectively, during the six months ended June 30, 2025 and 2024. 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. Accordingly, the Rockdale PPA (a non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value each reporting period in Derivative asset 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 Rockdale PPA is not designated as a hedging instrument. The Facilities Agreement, Demand Response Service Programs, 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 Rockdale PPA.

The terms of the Rockdale PPA require margin-based collateral, calculated as exposure resulting from fluctuations in the market cost rate of electricity versus the fixed price stated in the contract. As of June 30, 2025, the margin-based collateral requirement of the Company was zero.

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

Demand Response Services Programs

Concurrently with the Rockdale PPA, Whinstone entered into an interconnection agreement for the extension of delivery system transmission/substation facilities to facilitate delivery of electricity to the Rockdale Facility (the “Facilities Agreement”). Power costs incurred under the Facilities Agreement are determined every 15 minutes using settlement information provided by ERCOT and are recorded in Cost of revenue on the Condensed Consolidated Statements of Operations. During the year ended December 31, 2024, the construction of the interconnection was completed and power costs under the Facilities Agreement are no longer being incurred.

ERCOT has implemented demand response services programs for customers like the Company that have the ability to reduce or modify electricity use in response to ERCOT instructions or signals (“Demand Response Services Programs”). These Demand Response Services 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 Services Programs run concurrent with the Rockdale PPA.

Under these Demand Response Services 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 Services 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 time, 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 in these peak periods receive credits toward transmission costs on

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future power bills for the subsequent year, reducing overall power costs for the year. As a result of participation in the 4CP program in 2024, the Company’s ongoing 2025 monthly power bills reflect substantially reduced transmission charges. The 4CP program has an indefinite duration.

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 the InterContinental Exchange 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 risk 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 June 30, 2025, the Company held outstanding electricity futures contracts for 46,928 MWh with a combined fair value of $0.6 million included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2025, realized and unrealized losses of $0.2 million and $0.3 million were recognized in Other income (expense) on the Condensed Consolidated Statements of Operations.

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 upon 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.

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 in Derivative asset 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 requirements contract is not designated as a hedging instrument.

Kentucky Facility

In April 2021, the Company’s subsidiary, Block Mining, entered into a 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 60 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 also elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power back into the 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 Services Programs and sales of power, to attempt to manage operating costs most efficiently.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Derivative Asset

The following table presents the unobservable inputs used in the valuation of the Derivative asset:


Valuation Date	Significant Unobservable Input	Range					Average
June 30, 2025	Forward prices (per MWh)	$	36.44	-	$	97.03	$	53.31
December 31, 2024	Forward prices (per MWh)	$	26.35	-	$	95.58	$	52.05

The following table presents changes in the estimated fair value of the Derivative asset:


Balance as of January 1, 2025	$	149,495
Change in fair value of derivative asset:
Change due to future price curve		(3,245)
Change due to passage of time and settlements		2,392
Total change in fair value of derivative assets		(853)
Balance as of June 30, 2025	$	148,642

For the three months ended June 30, 2025, the total change in fair value of the derivative assets was $(42.7) million, which consisted of $(39.3) million for the change due to the future price curve and $(3.4) million for the change due to the passage of time and settlements.

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 all 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 23.6%. 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.

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 upon 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 Company credit risk.

Note 10. Deposits

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


Deposits on equipment:
Balance as of January 1, 2025	$	4,495
Additions		86,403
Reclassifications to property and equipment		(27,573)
Balance as of June 30, 2025	$	63,325
Security deposits:
Balance as of January 1, 2025	$	25,620
Additions		143
Deposits returned		(429)
Balance as of June 30, 2025		25,334
Total long-term deposits	$	88,659

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Deposits on Equipment

During the six months ended June 30, 2025, the Company made deposits and advance payments of $80.7 million to MicroBT for the purchase of miners and made deposits of $5.7 million for the purchase of other property and equipment, primarily consisting of electrical components used in the development of the Corsicana Facility. During the six months ended June 30, 2025, the Company reclassified $20.4 million of deposits made to MicroBT and $7.2 million of other deposits to property and equipment in connection with the receipt of the equipment. See Note 7. 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 June 30, 2025, 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. See Note 9. Power Supply Agreements.

The Company has other security deposits totaling approximately $2.3 million for its offices and facilities, including $1.8 million associated with its ground lease.

Note 11. Accrued Expenses

Accrued expenses consist of the following:


	June 30,		December 31,
	2025		2024
Property and equipment	$	415	$	5,790
Power related costs		27,855		19,636
Compensation		11,480		21,218
Insurance		4,930		11,672
Sales and property tax payable		16,859		9,356
Other		8,467		8,000
Total accrued expenses	$	70,006	$	75,672

Note 12. Debt

2030 Notes

The Company’s 0.75% Convertible Senior Notes (the “2030 Notes”) are recognized as long-term debt on the Condensed Consolidated Balance Sheets, net of unamortized debt issuance costs. As of June 30, 2025, the amount recognized was $580.8 million ($594.4 million principal less $13.6 million of unamortized debt issuance costs).

During the three and six months ended June 30, 2025, the Company recognized $0.7 million and $1.5 million, respectively, of amortization of the deferred issuance costs.

As of June 30, 2025, the 2030 Notes had an estimated fair value of approximately $620.0 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 (“$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. Letters of Credit issued under the $50 Million Credit Facility have a one-year term and incur fees of

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

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% 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 4.13% per annum as of June 30, 2025, is earned by the Company on the amount held in the control account.

During the six months ended June 30, 2025, the Company borrowed $34.3 million in revolving loans under the $50 Million Credit Facility and recognized interest expense of $0.3 million for the three and six months ended June 30, 2025.

The following is a summary of the revolving line of credit under the $50 Million Credit Facility as of June 30, 2025:


	June 30,
	2025
Total revolving credit facility	$	50,000
Borrowings outstanding at end of period ^(a)		34,272
Weighted average daily borrowings during the period ended		17,780
Maximum daily borrowings during the period ended		41,000
Weighted average interest rate during the period ended		5.6	%
Interest rate at end of the period		5.6	%

(a)

As of June 30, 2025, the Company had $15.2 million in letters of credit issued under the $50 Million Credit Facility, which results in total available capacity under this facility of approximately $0.6 million.

$20 Million Credit Facility

In August 2024, the Company entered into a two-year $20.0 million Revolving Credit Facility (“$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 Secured Overnight Financing Rate. 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. Letters of Credit require the pledge of cash collateral by the Company equal to 105% 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 3.81% per annum as of June 30, 2025, is earned by the Company on the amount held in the control account.

As of June 30, 2025, the Company had no letters of credit issued under the $20 Million Credit Facility.

During the six months ended June 30, 2025, the Company borrowed $20.0 million in revolving loans under the $20 Million Credit Facility and recognized interest expense of $0.3 million for the three and six months ended June 30, 2025.

The following is a summary of borrowings under the $20 Million Credit Facility as of June 30, 2025:


	June 30,
	2025
Total revolving credit facility	$	20,000
Borrowings outstanding at end of period		20,000
Weighted average daily borrowings during the period ended		9,724
Maximum daily borrowings during the period ended		20,000
Weighted average interest rate during the period ended		5.9	%
Interest rate at end of the period		5.9	%

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

$200 Million Credit Facility

On April 22, 2025, the Company entered into a $100 million credit facility with Coinbase Credit, Inc. (“Coinbase”). On May 20, 2025, this credit facility was upsized to a total commitment of $200 million (“$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 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.

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. 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.

As of June 30, 2025, 3,300 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.

During the three and six months ended June 30, 2025, the Company recognized interest expense on the $200 Million Credit Facility of $3.1 million. The interest rate as of June 30, 2025 was 9.0%.

Note Payable

As part of the Block Mining Acquisition, the Company assumed 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.

The following table presents the Company’s future note payable principal payments due as of June 30, 2025:


Remainder of 2025	$	314
2026		343
2027		373
2028		405
2029		443
Thereafter		3,445
Total	$	5,323

As of June 30, 2025, the note payable had an estimated fair value of approximately $5.3 million. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. The significant assumptions used to estimate fair value of the note as of June 30, 2025, primarily consisted of an interest rate range of 8.9% to 10.2%, which reflected the issuance date spread premium over the selected yield for the remaining time to maturity.

Note 13. Leases

As of June 30, 2025, the Company had operating leases primarily for its various offices, the manufacturing facilities of ESS Metron and E4A Solutions, a ground lease for the Rockdale Facility, and the Kentucky Facility data center, all of which expire on various dates through January 2032.

As of June 30, 2025 and December 31, 2024, operating lease right-of-use assets were $30.8 million and $27.5 million, respectively, and operating lease liabilities were $31.1 million and $28.5 million, respectively.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents the components of the Company’s lease expense. Ground and facilities lease expenses are included in Cost of revenue and office lease expenses are included in Selling, general, and administrative on the Condensed Consolidated Statements of Operations:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Operating lease cost	$	1,917	$	1,231	$	3,499	$	2,429
Variable lease cost		102		150		199		260
Total lease expense	$	2,019	$	1,381	$	3,698	$	2,689

The following table presents supplemental lease information:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Operating leases net operating cash outflows	$	2,779		$	1,007		$	4,038		$	1,216
Right-of-use assets exchanged for new operating lease liabilities	$	—		$	—		$	5,962		$	2,118
Weighted-average remaining lease term – operating leases		5.5			6.8			5.5			6.8
Weighted-average discount rate – operating leases		7.3	%		6.8	%		7.3	%		6.8	%

The following table presents the Company’s future minimum operating lease payments as of June 30, 2025:


	Ground lease		Office and other leases		Total
Remainder of 2025	$	1,028	$	1,449	$	2,477
2026		2,119		4,028		6,147
2027		2,183		3,433		5,616
2028		2,249		2,989		5,238
2029		2,316		2,275		4,591
Thereafter		5,053		2,106		7,159
Total undiscounted lease payments		14,948		16,280		31,228
Less present value discount		(3,273)		3,193		(80)
Present value of lease liabilities	$	11,675	$	19,473	$	31,148

Note 14. Stockholders’ Equity

The Company is authorized to issue up to 680,000,000 shares of common stock, without any par value per share.

Each holder of common stock is entitled to one vote for each share held of record on all matters to be voted on by such holders. Holders of common stock are entitled to receive dividends, if declared. Upon liquidation, dissolution or winding-up, holders of common stock are entitled to share ratably in the net assets legally available for distribution after payment of all debts and other liabilities, subject to any preferential rights of the holders of preferred stock, if any.

During the six months ended June 30, 2025, approximately 0.2 million shares of common stock vested or were issued to the Company’s board of directors, officers, employees, and advisors in settlement of an equal number of fully vested restricted stock awards (“RSAs”) or restricted stock units (“RSUs”) awarded to such individuals by the Company under the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Equity Incentive Plan”). The Company withheld approximately less than 0.1 million of these shares, with a fair value of approximately $0.6 million, to cover the withholding taxes related to the settlement of these vested RSAs and RSUs, as permitted by the 2019 Equity Incentive Plan.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

At-the-Market Equity (“ATM”) Program

August 2024 ATM Program

In August 2024, the Company established the August 2024 ATM Program, under which it could offer and sell up to $750.0 million in shares of the Company’s common stock.

During the six months ended June 30, 2025, the Company received net proceeds of approximately $121.1 million ($123.9 million of gross proceeds, net of $2.8 million in commissions and expenses) from the sale of 10,775,462 shares of its common stock at a weighted average fair value of $11.50 per share under its August 2024 ATM Program. As of June 30, 2025, approximately $238.3 million in shares of the Company’s common stock were available for sale under the August 2024 ATM Program.

Note 15. Stock-Based Compensation

The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and advisors of the Company in the form of RSAs, RSUs, or stock options, all of which settle in shares of the Company’s common stock upon vesting.

As of June 30, 2025, the Company had 12,887,563 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

The following table presents the Company’s stock-based compensation expense by category:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Performance-based stock awards and units	$	25,767	$	24,520	$	51,312	$	46,810
Service-based stock awards and units		4,233		7,615		8,263		17,325
Stock options		121		-		121		-
Total stock-based compensation	$	30,121	$	32,135	$	59,696	$	64,135

Stock-based compensation expense is recognized in Selling, general and administrative on the Condensed Consolidated Statements of Operations.

Performance-Based Awards and Units

Performance-based RSAs and RSUs are eligible to vest over a three-year performance period based on the Company’s total shareholder return (“TSR”) as compared to the performance of the Russell 3000 Index (the “Index”).

The following table presents a summary of the activity of the performance-based RSAs:


		Weighted Average
		Grant Date
		Per Share
	Number of Shares	Fair Value
Balance as of January 1, 2025	19,615,388	$	13.03
Granted	—	$	—
Vested	—	$	—
Forfeited	(96,556)	$	7.95
Balance as of June 30, 2025	19,518,832	$	13.05

As of June 30, 2025, there was approximately $111.0 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.3 years.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents a summary of the activity of the performance-based RSUs:


		Weighted Average
		Grant Date
		Per Share
	Number of Units	Fair Value
Balance as of January 1, 2025	1,769,038	$	12.55
Granted	—	$	—
Vested	—	$	—
Forfeited	—	$	—
Balance as of June 30, 2025	1,769,038	$	12.55

As of June 30, 2025, there was approximately $9.8 million of unrecognized compensation cost related to the performance-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.4 years.

Service-Based Awards and Units

Service-based RSAs and RSUs vest over one, two, and three-year service periods.

The following table presents a summary of the activity of the service-based RSAs:


		Weighted Average
		Grant Date
		Per Share
	Number of Shares	Fair Value
Balance as of January 1, 2025	2,712,859	$	11.76
Granted	751,209	$	8.06
Vested	(177,486)	$	6.85
Forfeited	(54,981)	$	11.31
Balance as of June 30, 2025	3,231,601	$	11.18

As of June 30, 2025, there was approximately $24.0 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.8 years.

The following table presents a summary of the activity of the service-based RSUs:


		Weighted Average
		Grant Date
		Per Share
	Number of Units	Fair Value
Balance as of January 1, 2025	362,425	$	12.29
Granted	12,000	$	10.46
Vested	(28,651)	$	10.16
Forfeited	—	$	—
Balance as of June 30, 2025	345,774	$	12.41

As of June 30, 2025, there was approximately $2.6 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.8 years.

Stock Options

In June 2025, the Company granted approximately 1.2 million performance-based stock option awards under the 2019 Equity Incentive Plan. The stock options awards are eligible to vest in one-third increments upon meeting certain AI/HPC-based EBITDA milestones through December 31, 2029.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

The vesting of all options is contingent upon continued service with the Company through each of the applicable milestones. All vested options are exercisable through December 31, 2030.

As of the grant date, the fair value per share underlying each stock option award was $5.99 and the total fair value of all options granted was approximately $7.0 million. The total fair value will be recognized ratably as stock-based compensation expense for each performance milestone over its implied service period, based on the estimated probability of achieving such milestone, through December 31, 2029.

The Company estimated the fair value of the stock option awards on the date of grant using the Black-Scholes option-pricing model, utilizing the following inputs:

●

The grant date exercise price/strike price of $8.07, equal to the closing market price of the Company’s common stock on the date of the grant;

●

An expected award term of approximately five years determined using the simplified method, which uses the mid-point between the vesting period and the contractual term;

●

Contractual term of approximately five years based on the expiration date of vested awards;

●

A risk-free rate of 3.93% based on U.S. Treasury yields over the expected life of the options granted; and

●

Expected volatility of future equity of 94.7% based on the average of the Company’s own historical volatility over the past five years and the implied volatility over the five-year term.

The following table presents a summary of the activity of the stock options:



	Number of Options	Exercise Price
Balance as of January 1, 2025	—	$	—
Granted	1,166,861	$	8.07
Vested	—	$	—
Forfeited	—	$	—
Balance as of June 30, 2025	1,166,861	$	8.07

As of June 30, 2025, there was approximately $6.9 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 3.5 years. The weighted average remaining contractual term of the options is approximately 4.5 years.

The intrinsic value of the stock options was approximately $3.8 million. The intrinsic value is calculated as the difference between the Company’s closing stock price of $11.30 on June 30, 2025 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holder, had the holder been able to, in fact exercise the options on June 30, 2025.

Subsequent Awards

In July 2025, the Company granted approximately 1.8 million performance-based RSAs. The awards are eligible to vest, if at all, over a three-year performance period based on the Company’s TSR as compared to the Index TSR through December 31, 2027. The awards have a vesting range of 0% to 200% of each recipient’s target award of approximately 0.9 million RSAs, which is calculated based on the difference between the Company’s TSR and the Index TSR over the three-year performance period, subject to each recipient’s continuous employment with the Company through the vesting date. The awards have an aggregate grant date fair value of approximately $15.2 million.

In July 2025, the Company granted approximately 0.9 million service-based RSAs. The awards are eligible to vest in one-third installments over an approximate three-year service period commencing on the award’s grant date, subject to each recipient’s continuous employment with the Company through the applicable vesting dates. The awards have an aggregate grant date fair value of $10.4 million.

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(Unaudited)

Note 16. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis:

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measured as of June 30, 2025
							Significant
			Quoted prices in		Significant other		unobservable
	Total carrying		active markets		observable inputs		inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Bitcoin^(a)	$	1,711,908	$	1,711,908	$	—	$	—
Restricted bitcoin^(a)	$	353,672	$	353,672	$	—	$	—
Equity method investment - marketable securities^(b)	$	62,508	$	62,508	$	—	$	—
Convertible note^(b)	$	5,623	$	—	$	—	$	5,623
Derivative asset^(c)	$	148,642	$	—	$	—	$	148,642
Contingent consideration liabilities^(d)	$	9,213	$	—	$	—	$	9,213


	Fair value measured as of December 31, 2024
							Significant
			Quoted prices in		Significant other		unobservable
	Total carrying		active markets		observable inputs		inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Bitcoin^(a)	$	1,654,468	$	1,654,468	$	—	$	—
Equity method investment - marketable securities^(b)	$	134,265	$	134,265	$	—	$	—
Convertible note^(b)	$	5,345	$	—	$	—	$	5,345
Derivative asset^(c)	$	149,495	$	—	$	—	$	149,495
Contingent consideration liabilities^(d)	$	26,855	$	—	$	—	$	26,855

(a)

See Note 5. Bitcoin.

(b)

See Note 6. Investments.

(c)

See Note 9. Power Supply Agreements.

(d)

See Note 17. Commitments and Contingencies.

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis:

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a non-recurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

As of June 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, restricted cash, accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, contract liabilities, and accrued expenses approximated their carrying values because of the short-term nature of these instruments.

Table of Contents

Riot Platforms, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 17. Commitments and Contingencies

Commitments

Miners and mining equipment

Through June 30, 2025, the Company has paid approximately $632.3 million in total deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described in Note 7. Property and Equipment. As of June 30, 2025, the Company has a remaining commitment of $83.5 million for the purchase of miners, all of which is expected to be paid during the remainder of 2025.

Infrastructure

During 2024, the Company entered into agreements related to water supply infrastructure for the Corsicana Facility, resulting in total remaining commitments of approximately $7.5 million. The Company expects to incur these costs through 2026.

Contingent consideration liabilities

Block Mining

As part of the Block Mining Acquisition, the sellers are eligible to earn an additional $32.5 million in potential earn-out targets, payable in cash or stock, if certain milestones are reached by December 31, 2025 (See Note 3. Acquisitions). This contingent consideration is recognized at fair value on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion. The fair value measurement as of June 30, 2025 is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. These inputs include management’s best estimate of both the probability and timing of achieving the milestones, risk-free interest rate of 4.2% based on the U.S. Treasury rate for the corresponding time periods, and a credit spread of 1.5% based on the median of investment grade high yield debt instruments with a Standard & Poor’s BB credit rating. This credit rating was selected based on an independently-produced synthetic credit rating analysis.

As of June 30, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.1 million.

E4A Solutions

As part of the E4A Solutions Acquisition, the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ adjusted EBITDA, calculated as 2.65 times the amount the average adjusted EBITDA exceeds the established earn-out threshold during the two years ending December 31, 2026, payable in cash or Riot common stock at the Company’s discretion. This contingent consideration is recognized at fair value on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, less current portion. The fair value measurement as of June 30, 2025 is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. These inputs include management’s best estimate of both the probability and timing of achieving the milestones, risk-free interest rates ranging from 4.0% to 4.3% based on the U.S. Treasury rate for the corresponding time periods and a credit spread of approximately 1.4% based on the median of investment grade and high yield debt instruments with a Standard & Poor’s BB credit rating. This credit rating was selected based on an independently-produced synthetic credit rating analysis.

As of June 30, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $2.5 million.

The following table presents the changes in the estimated fair value of the Company’s contingent consideration liabilities:

Riot Platforms, Inc. 10-Q