UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


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

For the fiscal year ended December 31, ~~2024~~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)

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act: Yes ☐ No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 definitions 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 the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the shares of common stock, no par value, held by non-affiliates of the registrant as of June 30, ~~2024~~2025, was approximately $2.1 billion, based on the closing sale price per share of the registrant’s common stock as reported by the Nasdaq Capital Market on such date.

As of February 2026, ~~2025~~2026, the registrant had ~~350~~379,~~207~~125,~~536~~849 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.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K, to the extent indicated. Such definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year ended December 31, ~~2024~~2025.

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RIOT PLATFORMS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K


		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1617
Item 1B.	Unresolved Staff Comments	3036
Item 1C.	Cybersecurity	3036
Item 2.	Properties	3237
Item 3.	Legal Proceedings	3238
Item 4.	Mine Safety Disclosures	3238
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	3238
Item 6.	[Reserved]	3540
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3541
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5357
Item 8.	Financial Statements and Supplementary Data	5558
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67
Item 9A.	Controls and Procedures	67
Item 9B.	Other Information	7069
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	7069
	PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	7170
Item 11.	Executive Compensation	7170
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7271
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7372
Item 14.	Principal Accountant Fees and Services	7372
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	7473
Item 16.	Form 10-K Summary	7978

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RIOT PLATFORMS, INC.

As used in this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 (this “Annual 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 Annual Report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”). The Company may also make forward-looking statements in ~~the~~ other reports and documents filed with the United States Securities and Exchange Commission (the “SEC”), including those ~~documents~~that ~~and~~are ~~filings~~ incorporated by reference herein. All statements in this Annual Report and ~~the~~other reports and documents incorporated by reference herein, other than statements of historical fact, are “forward-looking statements” within the scope of this cautionary note, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations, including the Company’s strategic evolution from a bitcoin mining-focused enterprise to a diversified data center and digital infrastructure company; the integration of new equipment, systems, technologies, services or developments,; the ~~feasibility~~development, ofconstruction, ~~developing~~and commissioning of the Company’s ~~remaining~~ power capacity for large-scale data center purposes, including artificial intelligence (“AI”)/ and high-performance computing (“HPC”) uses,; ~~and~~ the ~~development~~deployment ~~and implementation~~ of industrial-scale immersion-cooled ~~Bitcoin~~bitcoin mining hardware at our Bitcoin Mining facilities in Kentucky and Texas; the anticipated demand for ~~AI/HPC~~large-scale ~~uses~~data centers and specialized compute infrastructure; forecasted delivery timelines for power, cooling, and networking infrastructure; future economic conditions, performance, or outlooks; future political and regulatory conditions; the outcome of contingencies; potential acquisitions or divestitures of digital infrastructure assets; the number and value of ~~Bitcoin~~bitcoin rewards and transaction fees we earn from our Bitcoin Mining operations; future self-mining hash rate capacity; timing of receipt and deployment of miners; expected cash flows or capital expenditures related to data center build-outs; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions; however, forward-looking statements may be made without such terminology.

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

~~Such~~Accordingly, ~~forward-looking~~you ~~statements~~should ~~reflect~~read ~~our~~this ~~management’s~~Annual ~~opinions,~~Report ~~expectations, beliefs,~~ and ~~assumptions~~the ~~based~~other onfilings ~~information~~we ~~currently~~make ~~available~~with tothe ~~management~~SEC, ~~regarding~~in ~~future~~their ~~events~~entirety, ~~which~~recognizing ~~may~~that ~~not~~our ~~materialize~~future orresults ~~prove~~may todiffer bematerially ~~correct~~from ~~due to certain risks and uncertainties, including those risks which~~ our ~~management~~historical ~~has~~results ~~identified~~ and ~~believes~~from tothe beresults ~~material~~expressed ~~and~~in ~~those which management has not identified,~~ or ~~which~~implied ~~management~~by ~~does~~forward-looking ~~not believe to be material~~statements. ~~Such~~The ~~risk~~forward-looking ~~factors~~statements ~~are~~contained ~~described~~ in ~~greater detail under the heading “Risk Factors” in Part I, Item 1A of~~ this Annual Report. Itand isother ~~not~~reports ~~possible~~and ~~for~~the ~~our~~documents ~~management~~incorporated toby ~~predict~~reference ~~all~~herein ~~risks,~~speak ~~the~~only ~~potential~~as ~~impact~~ of ~~all~~the ~~factors~~date onthey ~~our~~are ~~business~~made and, orunless ~~the~~otherwise ~~extent~~required toby ~~which~~applicable ~~any~~securities ~~factor~~laws, orwe ~~combination~~disclaim ofany ~~factors,~~intention ~~may~~or ~~cause~~obligation ~~our actual results~~ to ~~differ,~~update ~~perhaps materially, from those contained in,~~ or ~~implied~~revise ~~by,~~ any such forward-looking statements, wewhether ~~may~~as ~~make.~~a ~~You~~result ~~should~~of ~~not~~new ~~place~~information, ~~undue~~future ~~reliance~~events onor ~~these~~otherwise. All forward-looking statements, ~~which~~are ~~reflect~~expressly ~~our~~qualified ~~management’s~~by ~~opinions~~these ~~only~~cautionary ~~as of the date the~~ statements ~~are made~~ and are ~~not~~made ~~guarantees~~in ofreliance ~~future~~on ~~performance~~the orsafe ~~actual~~harbor ~~results.~~provisions ~~Should~~of ~~any~~Section 27A ~~risks~~of orthe ~~uncertainties~~Securities ~~develop~~Act ~~into~~of ~~actual events~~1933, ~~these~~as ~~developments~~amended ~~could~~(the ~~have~~“Securities aAct”), ~~material~~Section 21E ~~adverse~~of ~~effect~~the onSecurities ~~our~~Exchange ~~business,~~Act ~~financial condition, results~~ of ~~operations~~1934, ~~stockholder’s~~as ~~equity,~~amended ~~and~~(the ~~cash~~“Exchange ~~flows~~Act”), and the ~~market price of our securities may decline, as a result~~PSLRA.

Accordingly, you should read this Annual Report, and the other filings we make with the SEC, completely and with the understanding 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 Annual Report and the documents incorporated by reference herein. The forward-looking statements contained in this Annual 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 of 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.

Industry and Market Data

Information regarding market and industry statistics referenced in or incorporated into this Annual Report has been obtained from industry and other publications that we believe to be reliable, but that are not produced for the purposes of securities filings. We have not independently verified any market, industry, or similar data presented or referenced in this Annual Report, and we cannot assure you of the accuracy or completeness of such data. Further, we have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from third-party sources are subject to the same qualifications and the additional uncertainties discussed above in this cautionary note accompanying any of our forward-looking statements regarding estimates of future market size, revenue, and market acceptance of products and services. As a result, investors should not place undue reliance on any such forecasts and other forward-looking information.

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PART I

ITEM 1. BUSINESS

General

We are a vertically- integrated ~~Bitcoin~~digital ~~mining~~infrastructure company principally engaged in ~~enhancing our power infrastructure to mine Bitcoin in support of the Bitcoin blockchain. We are also exploring the feasibility of~~ developing ~~a portion of our power capacity for AI/HPC uses. We provide comprehensive~~ and ~~critical~~optimizing ~~infrastructure for institutional-scale Bitcoin mining at~~ our large-scale ~~Bitcoin~~power ~~Mining~~assets. ~~facilities~~Our inbusiness ~~Rockdale,~~centers ~~Texas~~on ~~(the~~enhancing ~~“Rockdale~~our ~~Facility”),~~electrical ~~Navarro~~infrastructure ~~County,~~and ~~Texas~~deploying ~~(the~~it ~~“Corsicana~~across ~~Facility”), and~~ two ~~Bitcoin~~complementary ~~mining~~platforms: ~~sites in Paducah, Kentucky~~ (~~the “Kentucky Facility” and, together with the Rockdale Facility and the Corsicana Facility, our “Facilities”~~i). ~~The Rockdale Facility is believed to be the largest~~ Bitcoin mining facility in North America, as measured by developed capacity. During 2024, we completed Phase I of development of the Corsicana Facility, a second large-scale Bitcoin mining facility, currently equipped to provide up to 400 megawatts (“MW”) of capacity for our Bitcoin Mining. ~~Upon~~and ~~completion, the Corsicana Facility is expected to have approximately one gigawatt~~ (~~“GW”~~ii) ofscalable ~~operational~~data ~~capacity~~center ~~available~~solutions ~~for~~designed ~~our business purposes. Additionally, in 2024, we completed a transaction~~ to ~~acquire~~support ~~Block~~non-mining ~~Mining, Inc~~workloads. ~~(“Block~~By ~~Mining”),~~leveraging ~~a Kentucky-based vertically-integrated Bitcoin miner expanding~~ our ~~Facilities~~energy ~~to include two operational sites~~portfolio, inengineering ~~Kentucky~~capabilities, ~~totaling~~and ~~60 MW of~~ operational ~~capacity with potential to expand up to 155 MW. We intend to expand the two Block Mining sites~~footprint, ~~targeting 110 MW for self-mining operations in 2025. Through our acquisition of Block Mining (the “Block Mining Acquisition”),~~ we ~~also~~aim ~~own a greenfield expansion opportunity, adjacent~~ to ancapitalize ~~existing~~on ~~substation,~~both ~~presenting us with~~ the ~~ability~~long-term topotential ~~develop 60 MW~~ of ~~additional~~bitcoin ~~capacity,~~ and the ~~potential~~accelerating todemand ~~expand~~for uppower-intensive ~~to 150 MW~~compute.

InWe ~~2024,~~operate wein ~~adopted~~two reportable business segments: Bitcoin Mining and Engineering. ~~implemented~~Each of our ~~“Bitcoin~~business ~~Treasury~~segments ~~Strategy”~~is ~~strategy,~~further adiscussed ~~corporate~~herein. ~~strategy~~We ofown ~~acquiring~~and manage multiple large-scale data center facilities in Texas and ~~holding~~Kentucky ~~Bitcoin~~that oncurrently provide mission-critical power and infrastructure for our ~~balance~~Bitcoin ~~sheet,~~Mining operations and, ~~from~~over time, are expected to ~~time,~~support ~~subject~~diversified todata ~~market~~center ~~conditions~~tenants. Our large-scale data center located in Rockdale, ~~issuing~~Texas ~~debt~~(the or“Rockdale ~~equity~~Facility”) ~~securities~~with or700 ~~engaging~~megawatts in(“MW”) ~~other~~of ~~capital~~developed ~~raising~~capacity ~~transactions~~available for data center workloads, is believed to ~~fund~~be ~~operations~~one ~~and/or~~of ~~purchase~~the largest Bitcoin Mining facilities in North America, as measured by developed capacity. ~~For~~Our ~~more~~other ~~information~~large-scale ~~see~~data center located in Navarro County, Texas (the “~~Bitcoin~~Corsicana ~~Treasury~~Facility”), ~~Strategy~~currently has 400 MW of developed capacity and, upon completion, is expected to have a total of approximately one gigawatt (“GW”) of developed capacity available for data center workloads. Additionally, in ~~Part~~2024, IIwe acquired Block Mining, ~~Item~~Inc. 7(“Block Mining”), a Kentucky-based vertically-integrated bitcoin miner (the “Block Mining Acquisition”). Block Mining consists of two operational sites in Kentucky (the “~~Management’s~~Kentucky ~~Discussion~~Facility” and, ~~Analysis~~together ofwith ~~Financial~~the ~~Condition~~Rockdale Facility and ~~Results~~Corsicana ofFacility, ~~Operations~~the “Facilities”). The Kentucky Facility currently has approximately 137 MW of ~~this~~developed ~~Annual~~capacity. ~~Report~~We are targeting the Kentucky Facility to reach a total capacity of approximately 232 MW through the remainder of 2026, with additional expansion anticipated.

Data Center Development

WeIn ~~operate~~2025, inwe anbegan ~~environment~~leveraging ~~which~~our iscore ~~frequently~~competencies ~~evolving~~in ~~based~~power onoptimization, ~~the~~strategic ~~proliferation~~land ofacquisition, ~~Bitcoin~~engineering design, and ~~cryptocurrencies~~construction inexecution ~~general.~~to Webegin ~~have~~actively ~~determined~~pursuing ~~that~~opportunities itto isdevelop inand ~~the~~monetize ~~best~~portions ~~interest~~ of our ~~business~~existing tofacilities ~~undertake~~and apower ~~formal~~pipeline ~~process~~through ~~to evaluate~~ the ~~feasibility~~provision of ~~developing~~data ~~the~~center ~~approximately~~leasing ~~600~~services. MWWe ofstrengthened ~~remaining~~our ~~power~~execution capacity atby ~~the~~recruiting ~~Corsicana~~critical ~~Facility~~talent ~~for~~and ~~AI/HPC~~launching ~~uses~~a ~~with~~scalable ~~the~~data ~~goal~~center ofplatform ~~maximizing~~to support the ~~potential~~initial phase of our ~~assets.~~data Wecenter ~~have~~development ~~engaged~~at athe ~~leading~~Corsicana ~~consultant~~Facility in(“Data ~~the~~Center ~~data~~Phase ~~center~~I”). ~~industry~~We tohave ~~conduct~~completed aour ~~feasibility~~basis ~~assessment~~ of ~~the~~design ~~Corsicana~~for ~~Facility.~~our Astandard ~~significant~~data ~~component~~center ofbuild ~~our~~and ~~overall~~are ~~business~~assessing ~~strategy~~the isprocurement toof ~~effectively~~all ~~and~~long-lead ~~efficiently~~equipment, ~~allocate~~in ~~capital~~alignment ~~between~~with ~~opportunities~~our ~~that~~disciplined ~~generate~~capital ~~the~~allocation ~~highest~~strategy ~~return~~focused on ~~investment~~delivering superior risk-adjusted returns.

WeIn ~~operate~~January in2026, ~~two~~we ~~reportable~~announced ~~business~~the ~~segments:~~fee ~~Bitcoin~~simple ~~Mining~~acquisition ~~and Engineering~~of the approximately 200-acre parcel of land underlying the Rockdale Facility, which ~~are~~we ~~organized~~previously ~~based~~occupied onpursuant ~~purpose~~to a long-term ground lease. This strategic acquisition enhances the Company's operational stability by securing direct ownership of the site’s critical infrastructure, including its 700 MW grid interconnection, dedicated water supply, and ~~services~~redundant ~~performed~~fiber connectivity. ~~Each~~By securing ownership of ~~our~~the ~~business~~underlying ~~segments~~real isestate, we have eliminated leasehold contingencies, thereby facilitating the further ~~discussed~~development ~~herein~~and expansion of the Rockdale Facility for large-scale data center operations.

~~Unless~~Additionally, ~~otherwise~~in ~~indicated~~January 2026, ~~amounts~~we inannounced ~~this~~the ~~Annual~~execution ~~Report~~of ~~are~~a ~~stated~~long-term indata ~~thousands~~center oflease ~~U.S.~~agreement ~~Dollars~~(the ~~except~~“AMD ~~for:~~Lease”) ~~share~~with Advanced Micro Devices, ~~per~~Inc. ~~share~~(“AMD”), ~~and~~to ~~miner~~initially ~~amounts;~~provide ~~Bitcoin~~25 ~~quantities,~~MW ~~prices,~~of critical IT load capacity at the Rockdale Facility. The AMD Lease has an initial term of ten years and ~~hash~~provides ~~rate;~~for ~~cost~~expansion options for up to ~~mine~~an ~~one~~additional ~~Bitcoin;~~75 MW of critical IT load capacity, and ~~production~~a ~~value~~right of ~~one~~first ~~Bitcoin~~refusal ~~mined~~of up to an additional 100 MW. Furthermore, the AMD Lease includes provisions for three successive five-year renewal terms at the option of the lessee.

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

As used throughout this Annual Report, the term “Bitcoin” ~~Mining~~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.

As of December 31, 2024, our Bitcoin Mining business segment had a total deployed hash rate of 31.5 exahash per second (“EH/s”), as compared to a total deployed hash rate of 12.4 EH/s as of December 31, 2023. In 2024, we mined 4,828 Bitcoin, which represented a decrease of 27.1% compared to the 6,626 Bitcoin we mined in 2023. Based on our existing operations and expected deliveries and deployment of miners we have purchased, we anticipate having approximately 38.4 EH/s of total hash rate in operation by the end of 2025. All amounts are inclusive of the effects of the Block Mining Acquisition.

Our Bitcoin Mining operations are focused on maximizing our ability to successfully mine Bitcoin by growing our hash rate (the amount of computer power we devote to supporting the Bitcoin blockchain), to increase our chances of successfully creating new blocks on the Bitcoin blockchain (a process known as “solving a block”). Generally, the greater share of the Bitcoin blockchain’s total network hash rate (the aggregate hash rate deployed to solving a block on the Bitcoin blockchain) a miner’s hash rate represents, the greater that miner’s chances of solving a block and, therefore, earning the block reward. The current block reward is 3.125 Bitcoin plus transaction fees per block (subject to periodic halving, as discussed below). As the proliferation of Bitcoin continues and the market price for Bitcoin increases, we expect additional miner operators to enter the market in response to an increased demand for Bitcoin. As these new miner operators enter the market and as increasingly powerful miners are deployed in an attempt

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toUnless ~~solve~~otherwise ~~a block~~indicated, ~~the~~amounts ~~Bitcoin~~in ~~blockchain’s~~this ~~network~~Annual ~~hash~~Report ~~rate~~are ~~grows,~~stated ~~meaning~~in ~~existing~~thousands ~~miners must increase their hash rate at pace commensurate with the growth~~ of ~~network~~U.S. ~~hash~~Dollars ~~rate~~except tofor: ~~maintain~~share, ~~its~~per ~~relative~~share, ~~chance~~per ofmegawatt ~~solving~~hour a(“MWh”) ~~block~~ and ~~earning~~miner aamounts; ~~block~~bitcoin ~~reward.~~quantities, ~~As we expect this trend to continue~~prices, weand ~~will need to continue growing our~~ hash rate; cost to ~~compete~~mine inone ~~our~~bitcoin; ~~dynamic~~ and ~~highly~~production ~~competitive~~value ~~industry~~of one bitcoin mined.

Business Segments

Bitcoin Mining

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

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

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

During the year ended December 31, 2023, we entered into a long-term master purchase and sales agreement, dated as of June 23, 2023, as amended (the “Master Agreement”), with MicroBT Electronics Technology Co., LTD, through its manufacturing affiliate, SuperAcme Technology (Hong Kong) Limited (collectively, “MicroBT”) to secure the long-term supply of state-of-the-art immersion miners from MicroBT, all of which are being manufactured in the United States. Pursuant to the Master Agreement, MicroBT agreed to provide us with ready access to its newest and most powerful miners, at their most competitive prices. Through December 31, ~~2024~~ 2025, we executed ~~three~~ purchase orders under the Master Agreement to acquire miners with a total hash rate of 3149.42 EH/s, for a total purchase price of approximately $~~550~~779.15 million. Delivery of the MicroBT miners initially began in the fourth quarter of 2023 and will be completed in monthly batches according to the delivery schedules specified under the applicable purchase order. All miners under current purchase orders are expected to be received ~~and deployed~~ by ~~mid-2025.~~the ~~Upon~~second ~~full~~quarter ~~deployment~~ of ~~these state-of-the-art MicroBT miners~~2026, wewith ~~anticipate~~deployment afollowing ~~total~~on ~~self-mining~~an ~~hash~~ongoing ~~rate capacity of 38~~basis.4 ~~EH/s.~~ We have ~~four~~ additional ~~annual~~ options to purchase miners, on the same or more favorable terms as the second purchase order executed under the Master Agreement, through December 31, 2027, which may be further extended by the production and delivery schedule of any additional purchase orders executed under the Master Agreement. ~~These additional miners represent a total hash rate of approximately 75.0 EH/s, assuming we exercise of all four annual purchase options.~~

Mining Pools

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

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

Immersion-cooling

Phase I of the development of the Corsicana Facility involved the construction of 400 MW of immersion-cooled Bitcoin Mining infrastructure. We anticipate that immersion-cooling technology will present many unique opportunities to increase efficiencies in Bitcoin mining and are constantly evaluating new and emerging technologies in the Bitcoin ecosystem to make our mining operations more efficient.

When miners are immersion-cooled, they operate in a more stable environment that is better able to dissipate the heat generated by the miners’ operation, allowing the equipment to run at sustained higher productivity rates for longer periods of time. We are continuing to test our immersion-cooling mining operations and, if our desired performance metrics are achieved, we plan to leverage our infrastructure development capabilities to expand the implementation of our immersion-cooled Bitcoin mining hardware to

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~~increase~~We ~~our~~utilize ~~Bitcoin~~a type of mining ~~hash~~pool ~~rate~~that ~~without~~pays ~~relying~~bitcoin ~~solely~~rewards utilizing a “Full-Pay-Per-Share” payout of bitcoin based on ~~purchasing~~a ~~additional~~contractual ~~new~~formula. ~~miners~~The ~~and~~formula ~~mining~~calculates ~~equipment,~~payouts ~~which~~primarily webased ~~believe~~on ~~will~~the ~~result~~hash inrate ~~increased~~we ~~operating~~contribute ~~efficiencies~~to the mining pool, ~~and~~as a percentage of total network hash rate, ~~thus~~along with other inputs. Under this system, ~~improved~~we ~~capital~~are ~~efficiencies~~entitled to receive consideration even if the mining pool operator does not successfully solve a block.

Engineering

Our Engineering business ~~segment~~ designs and manufactures power -distribution equipment and ~~custom~~ engineered-to-order electrical products. ~~that~~These ~~provide~~products ussupport ~~with~~our ~~the~~vertical ~~ability~~integration tostrategy ~~vertically~~by ~~integrate~~enabling ~~many~~the ofinternal ~~the~~development of critical electrical ~~components~~equipment and engineering services necessary for ~~the~~site ~~Corsicana Facility~~ development ~~and Rockdale Facility expansion~~. This integration helps ~~reduce~~mitigate ~~our~~ execution and ~~counter-party~~counterparty risk in our ongoing and future expansion projects. The specialized talent employed in our Engineering business ~~segment also~~ allows us the opportunity to explore new methods to optimize and develop best-in-class Bitcoin ~~mining~~Mining operations, ~~and~~which has been instrumental in the development of our industrial-scale immersion-cooled Bitcoin ~~mining~~Mining hardware. The vertical integration of our Engineering business provides us with additional strength and security in developing and deploying our data center buildouts. Our data center business is able to leverage Engineering’s market specific expertise for best-in-class design and accelerate speed to market.

Our Engineering business ~~segment~~ also provides electricity distribution product design, manufacturing, and installation services primarily focused on large-scale ~~commercial~~industrial and governmental customers and serves a broad scope of clients across a wide range of markets, including data center, power generation, utility, water, industrial, and alternative energy. ~~Products are custom built to client and industry specifications.~~

In December 2024, we acquired E4A Solutions, LLC (“E4A Solutions”), a leading provider of electrical engineering services to a diverse customer base of energy developers and data center operators. This acquisition adds to our vertically integrated strategy by adding engineering expertise to service our own existing and future electrical infrastructure as well as provide solutions and services to the rapidly growing market for electrical infrastructure.

Competition

Our Bitcoin Mining business is highly competitive, both globally and regionally, and operates on a continuous basis, 24 hours a day, 7seven days a week,. onWe compete with a ~~global~~broad ~~basis.~~range ~~The~~of ~~primary~~market ~~drivers~~participants, ofincluding ~~competition~~other large-scale publicly-listed and private bitcoin mining companies and individual miners who participate in mining pools, all seeking to earn the bitcoin rewards that are central to our operations. Competition in the bitcoin mining industry is driven primarily by the level of demand for ~~Bitcoin~~bitcoin, access to sufficient capital resources to acquire large quantities of ~~high-quality~~advanced miners, the ability to ~~secure~~procure ~~these~~such miners from a limited number of ~~suppliers~~manufacturers on rapid delivery schedules, and the ~~ability~~capability to ~~execute~~deploy on those ~~miner~~miners ~~deployments~~efficiently ~~with~~within ~~the~~ best-in-class mining infrastructure. Success in this industry requires the ability to generate the highest ~~returns~~possible mining yields while ~~incurring~~maintaining the lowest ~~costs~~cost of production. We believe we possess several competitive advantages, including our substantial and geographically concentrated energy portfolio in the Dallas-Austin corridor of Texas, our strong financial position, our portfolio of low-cost power resources, and our vertical integration in electrical infrastructure and engineering. Competitive dynamics within the bitcoin mining industry fluctuate based on numerous factors, including, but not limited to, ~~mine~~the market value of bitcoin and overall public perception of the cryptocurrency ecosystem.

~~Our~~As ~~competition~~we inexpand ~~the~~our ~~Bitcoin~~operations ~~mining~~to ~~space~~include ~~fluctuates~~the ~~due~~development toand aoperation ~~number~~ of ~~factors,~~large-scale ~~including~~data centers, ~~but~~we ~~not~~also ~~limited~~face ~~to,~~significant ~~the~~competition ~~value~~from ofestablished ~~Bitcoin~~data ~~rewards~~center ~~for~~operators ~~mining~~ and ~~public~~infrastructure ~~perception~~providers. ~~See~~Many of these competitors possess significantly greater financial resources, more ~~details~~extensive ~~below~~operating ~~under~~histories, ~~“Industry~~and ~~Trends”~~long-term power supply commitments. Our ~~main~~primary competitors ~~generally~~in this market include ~~other~~established ~~large~~data center operators and infrastructure providers, ~~public~~as ~~Bitcoin~~well as certain bitcoin mining ~~companies~~peers that are diversifying into the data center infrastructure sector. ~~Additionally~~Competition in this segment centers on securing critical resources and capabilities, weincluding ~~compete~~access to strategically located land with ~~other~~proximity ~~Bitcoin~~to ~~miners~~transmission ~~who~~infrastructure, ~~participate~~reliable inand ~~mining~~cost-effective ~~pools.~~power capacity, specialized engineering and technical talent, and customers seeking scalable, energy-efficient data center solutions.

See more details below under “Industry Trends”.

Industry Trends

Bitcoin Mining Industry ~~Expansion~~Consolidation and Emergence of Data Center Alternative

The price of ~~Bitcoin~~bitcoin ~~increased~~reached ~~during~~a ~~the~~new ~~first~~all-time ~~quarter~~high ofin ~~2024~~2025, ~~due~~driven toin apart ~~new~~by ~~source~~institutional ofdemand. This demand, has been fueled by the ~~eleven~~growth ~~Bitcoin~~of bitcoin spot Exchange Traded Funds (“ETFs”), ~~which~~as ~~were~~well ~~approved~~as toincreased ~~begin~~adoption ~~trading~~ by ~~the~~public ~~SEC~~companies onand ~~January~~national 11governments, ~~2024.~~each ~~Significant~~of ~~interest~~which inhas ~~the~~purchased ~~ETFs~~and ~~followed~~retained ~~their~~a ~~introduction.~~meaningful ~~One~~portion ~~such~~of ~~ETF~~the ~~earned~~available ~~recognition~~bitcoin assupply. ~~the~~Following ~~fastest~~their ~~ETF~~introduction, ~~ever~~the tobitcoin ~~surpass~~ETFs ~~$10~~experienced ~~billion~~significant incapital ~~assets~~inflows, ~~under~~underscoring ~~management~~the ~~since~~expanding ~~its~~institutional ~~launch.~~acceptance ~~The~~of ~~ETFs,~~bitcoin. asIn ~~investment~~March ~~vehicles~~2025, ~~provide~~the aUnited ~~new~~States ~~access~~established ~~point~~the ~~for~~United ~~investors~~States ~~to gain exposure to~~ Bitcoin ~~through~~Strategic ~~more~~Reserve, ~~traditional~~which ~~methods.~~is ~~The~~reported ~~price~~to ofhold ~~Bitcoin~~the ~~increased~~largest ~~again~~bitcoin reserve in the ~~fourth~~world, ~~quarter~~solidifying ofbitcoin ~~2024~~as toa ~~all-time~~mainstream ~~highs~~financial ~~based~~asset onand ~~the~~alternative ~~results~~source of ~~the~~value ~~United~~to ~~States~~fiat ~~presidential election~~currency.

~~During~~The ~~2023~~bitcoin ~~and 2024, the Bitcoin~~ mining industry ~~experienced~~is ~~record~~undergoing ~~growth~~significant asstructural ~~the price of Bitcoin increased from the lows seen in early 2023~~transformation. ~~The~~A ~~rising~~combination ~~Bitcoin~~of ~~price created renewed opportunities for public companies to access capital markets to fund growth~~factors, ~~leading~~including tothe ~~unprecedent~~2024 ~~expansion~~halving ~~in mining operations. As a result~~event, ~~the~~record ~~size~~high ofnetwork ~~provisioned~~ hash ~~calculation~~rates ~~services~~in on2025, ~~the~~rising ~~network~~mining ~~increased~~difficulties, asand ~~measured~~constrained byaccess ~~total hash rate. We expect competition within the mining industry~~ to ~~persist~~large-scale aspower ~~long~~resources, ashas ~~Bitcoin prices remain elevated or continue to rise.~~

Bitcoin Network Changes and Competition

The Bitcoin mining industry recently experienced an increase in transaction fees on the Bitcoin network, as well as an increase in overall demand for Bitcoin. Various protocols on the Bitcoin network gained popularity during 2023, and at various times temporarily resulted in a significant increase in the transaction fees paid to add a certain Bitcoin transaction to the blockchain. These transaction fees are volatile in nature but are paid directly to miners and are representative of public interest in transacting in Bitcoin. Transaction fees are packaged with the block subsidy issued by the Bitcoin network to combine for the total reward paid to miners upon solving a block.

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

~~The~~As ~~Bitcoin reward issued by the Bitcoin network for solving~~ a ~~block is subject to periodic incremental halving. The network halving is a preprogrammed~~result, ~~fixed process of~~ the ~~Bitcoin~~bitcoin ~~network~~mining ~~where~~industry ~~the Bitcoin reward for solving a block received by miners~~ is ~~reduced~~experiencing byan ~~half~~evolution ~~approximately every four years, resulting~~ in awhich ~~predictable~~mining ~~and~~operators ~~controlled~~with ~~inflationary~~robust ~~rate.~~power ~~The~~portfolios ~~network~~are ~~halving~~leveraging ~~will~~their ~~continue~~existing assets to ~~occur~~participate ~~on this schedule until the amount of Bitcoin~~ in ~~existence reaches~~ the ~~cap~~rapidly ofgrowing 21market ~~million.~~for ~~Historically,~~data ~~many~~center ~~Bitcoin miners have been a source of selling pressure on Bitcoin as miners have sold their production to fund operations~~services. ~~After~~This ~~each~~trend ~~halving,~~reflects ~~the~~both ~~decrease in~~ the ~~reward~~challenges ~~provided~~facing ~~to miners from~~ the ~~Bitcoin~~bitcoin ~~network~~mining ~~may~~sector ~~result~~and ~~in a decrease in~~ the ~~supply~~significant ofeconomic ~~Bitcoin~~opportunities ~~sold~~presented by ~~miners into~~ the ~~market.~~global ~~The~~expansion ~~network~~of ~~halving~~compute-intensive ~~occurred~~digital ~~in April 2024, cutting the subsidy from 6~~infrastructure.~~25 to 3.125 Bitcoin per block.~~

~~Network difficulty, which is a measure of how hard it is for miners to solve a block on the~~ Bitcoin ~~blockchain~~Network ~~(and,~~Changes thus, earn a mining reward), is determined by the network’s total hash rate (i.e., the total computational power devoted to solving a block), which is adjusted every 2,016 blocks (with a new block being added approximately every ten minutes). Therefore, as more miners join the network and the network’s global hash rate increases, its difficulty will increase. Conversely, if miners leave the network and its hash rate decreases, its difficulty will decrease. We have observed that when the market price for Bitcoin experiences a sustained increase (as it did throughout 2024), new miners are introduced onto the Bitcoin network, increasing its network hash rate, and network difficulty increases as a result. Thus, despite increasing our hash rate by approximately 154.0% from December 31, 2023, to December 31, 2024, the halving in April 2024 and increased network difficulty following increased network hash rate across the periods resulted in an approximately 27.1% decrease in the number of Bitcoin we mined for the year ended December 31, 2024, as compared to the same period in 2023. Competition

~~Accordingly,~~The asprice ~~market~~of ~~prices~~bitcoin ~~for~~saw ~~Bitcoin~~an increase ~~and~~during ~~more miners and hash rate are drawn onto~~ the ~~Bitcoin~~first ~~network,~~quarter ~~network~~of ~~difficulty~~2024 ~~and~~due ~~competition will continue~~ to ~~increase, meaning existing miners like us will need to increase their hash rate to maintain and improve their chances of earning~~ a ~~Bitcoin mining reward. To do this, we continually seek out~~ new ~~Bitcoin~~source ~~Mining capacity, including through our acquisition and development~~ of ~~new~~demand ~~Bitcoin~~from ~~Mining~~11 ~~facilities~~bitcoin ~~(such~~spot asETFs, ~~the~~which ~~Corsicana~~were ~~Facility~~approved ~~and~~to ~~the~~begin ~~Block~~trading ~~Mining~~by ~~Acquisition) and~~ the ~~electricity~~SEC ~~supply~~on ~~and~~January ~~distribution~~11, ~~facilities~~2024. toThese ~~service them~~ETFs, as ~~well~~investment ~~as other strategic growth opportunities. Further~~vehicles, weprovide ~~have~~investors ~~adopted~~with a new ~~and~~way ~~improved technology~~ to ~~increase~~gain ~~both~~exposure ~~our~~to ~~mining~~bitcoin ~~power~~through ~~and~~more ~~efficiency,~~traditional ~~including~~financial ~~our industrial-scale adoption of immersion cooling and our strategic acquisitions of large quantities of the newest and most powerful and efficient miners available~~markets.

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

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

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

Volatile Transaction Fees

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

Vertical Integration

~~Prior~~Since to2021, ~~the~~we ~~halving~~have ~~event,~~focused ~~shifts~~on ina ~~strategy~~vertically byintegrated ~~prominent~~business ~~Bitcoin~~model. ~~miners~~We ~~focused~~remain oncommitted ~~implementing~~to ~~vertically~~building long-~~integrated~~term ~~business~~stockholder ~~models~~value by ~~investing~~taking instrategic ~~infrastructure,~~actions ~~and~~to ~~upgrading~~further ~~and~~vertically ~~expanding~~integrate ~~fleets~~our business at ~~their~~the ~~own~~Rockdale ~~facilities~~Facility ~~rather~~and ~~than~~the ~~renting~~Corsicana ~~out~~Facility, ~~space~~expanding ~~from~~the aKentucky ~~third-party’s~~Facility, ~~data~~and ~~center.~~integrating ~~Vertical~~our ~~integration~~acquisitions, ~~provides~~including ~~additional~~the ~~control~~Kentucky ~~over~~Facility ~~operational~~and ~~outcomes~~E4A asSolutions. ~~well~~Management asbelieves ~~better~~that ~~management~~vertical integration will strengthen each of ~~any~~our ~~input~~business ~~costs~~segments ~~such~~by asproviding ~~power~~increased ~~and~~capacity ~~overhead~~for ~~fees.~~our ~~Flexibility~~Bitcoin Mining operations, ~~and~~expanding ~~the~~opportunities ~~ability~~for toimplementing ~~manage~~our ~~expenses~~proprietary power strategy, ~~becomes~~and ~~increasingly~~positioning ~~important~~us asto ~~the~~capitalize ~~amount~~on ofsupply ~~competition~~chain onefficiencies ~~the~~and ~~Bitcoin~~electrical ~~network~~engineering ~~expands~~services ~~and~~through ~~the~~our ~~subsidy~~Engineering insegment. ~~Bitcoin~~We ~~provided~~continue byto ~~the~~focus ~~network~~on ~~contracts~~deploying ~~decreases.~~

The Company has led the industry by focusing on a vertically-integrated business model since 2021. We continue to focus on building long-term stockholder value by taking strategic actions to further vertically-integrate our business at the current Rockdale Facility, developing the Corsicana Facility, and having acquired the Kentucky Facility and E4A Solutions. Management believes a focus on vertical integration will positively affect each of our business segments by providing increased capacity for our Bitcoin Mining operations, more opportunities for implementing our proprietary power strategy, and by positioning us to capitalize on supply chain efficiencies and electrical engineering services garnered through our Engineering segment. We continue to focus on deploying our efficient Bitcoin Mining fleet, at scale, while realizing the benefits of being an owner and operator of our Facilities.7

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

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

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

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

Digital Asset Exchanges

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

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global Bitcoin market, market expectations for the adoption of Bitcoin, and the volume of peer-to-peer transactions, among other factors.

The ~~shutdowns~~shutdown or failure of certain digital asset exchanges and trading platforms, often due to fraud or business failure, has negatively impacted confidence in the digital asset industry as a whole and ~~led~~prompted toheightened ~~increased~~regulatory ~~oversight and~~ scrutiny ~~of the industry~~. We did not have any exposure to any digital asset lenders or exchanges who have declared bankruptcy or have suspended operations. We only hold and sell ~~Bitcoin~~bitcoin that we have mined or purchased and do not sell, hold, or redeem any ~~Bitcoin~~bitcoin ~~for~~on ~~any~~behalf ~~other~~of ~~parties. Our Bitcoin is held in cold storage wallets by well-known U.S.-based~~ third~~-party~~ ~~digital asset-focused custodians~~parties.

Custody of our Bitcoin

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

Applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodied ~~Bitcoin~~bitcoin were considered to be the property of our Custodians’ estates in the event that such Custodian were to enter bankruptcy, receivership or similar insolvency proceedings, there is a risk that we could be treated as a general unsecured creditor of such Custodian, inhibiting our ability to access our ~~Bitcoin~~bitcoin. Even if we are able to prevent our ~~Bitcoin~~bitcoin from being considered the property of a Custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our ~~Bitcoin~~bitcoin held by the affected Custodian during the pendency of the insolvency proceedings. To our knowledge, our Custodians have not petitioned for bankruptcy protection, been declared insolvent or bankrupt, made any assignment for the benefit of creditors, or had a receiver appointed for its assets, at any point while we have been a customer. Further, none of our ~~Bitcoin~~bitcoin was, as of the time of filing this Annual Report, custodied with any entity that has petitioned for bankruptcy protection, been declared bankrupt or insolvent, made any assignment for the benefit of creditors, or had a receiver appointed for its assets. The recent bankruptcies in the crypto industry and failures of certain financial institutions have not resulted in any loss or misappropriation of any of our Bitcoin nor have such events impacted our access to any of our Bitcoin.

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

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

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

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Insurance

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

Research and Development

InThe ~~2022,~~Company’s westrategic ~~initiated~~investments ~~development~~in ofresearch ~~the~~and ~~Corsicana~~development ~~Facility~~fuels toinnovation ~~expand~~across our ~~Bitcoin~~power ~~Mining~~management, ~~capabilities~~power oninfrastructure, aand ~~265-acre~~entry ~~site~~into indata ~~Navarro~~center ~~County,~~operations. ~~Texas,~~Our ~~located~~proven ~~next~~expertise toin ~~the~~designing, ~~Navarro Switch. Once complete~~constructing, weand ~~expect~~operating ~~the~~as ~~Corsicana~~a ~~Facility~~bitcoin tominer, ~~have~~at ~~one~~scale, GWdistinguishes ofus ~~developed~~within ~~capacity~~the ~~for~~industry ~~Bitcoin~~as ~~Mining~~we orexpand ~~for~~into ~~other~~data ~~business~~center ~~purposes~~development.

In 2022, we initiated development of the Corsicana Facility to expand our Bitcoin Mining capabilities. Phase I of the development of the Corsicana Facility involved the construction of 400 MW of immersion-cooled Bitcoin Mining infrastructure, as well as a high-voltage power substation and transmission facilities to supply power and water to the facility. Construction of Phase I was completed during the year ended December 31, 2024. WeOnce ~~are~~complete, ~~currently~~we ~~evaluating~~expect the ~~feasibility~~Corsicana ofFacility ~~developing~~to ~~the~~have ~~approximately~~one ~~600~~GW MW of ~~remaining~~developed ~~power~~ capacity atfor ~~the~~Bitcoin ~~Corsicana~~Mining ~~Facility~~and ~~for~~data ~~AI/HPC~~center operations.

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

Materials and Suppliers

We maintain several key supplier relationships that are important to our business for securing mining hardware, infrastructure components, and other materials. ~~Due~~Because toonly ~~the~~a ~~complexity~~limited number of ~~developing~~manufacturers ~~mining~~can ~~hardware~~produce ASIC miners at scale, ~~only~~supply achain ~~few~~concentration ~~suppliers~~presents ~~can~~a ~~produce~~risk ~~ASICs~~to ~~miners~~procurement attiming ~~scale~~and costs. All of our miner purchases in 2024 and 2025 were from MicroBT. Our ~~potential~~ purchase orders with MicroBT ~~may~~often ~~have~~include ~~future~~ delivery schedules that extend ~~out~~several ~~many~~ months ~~before~~prior ~~those~~to ~~miners~~delivery ~~are delivered~~ to our Facilities., ~~These~~requiring ~~delivery~~advance ~~timeline~~planning ~~fluctuations require us~~ to ~~plan~~align tominer ~~purchase~~purchases ~~miners~~with ~~well in advance of~~ their anticipated deployment.

The development and potential expansion of our Facilities require significant quantities of electrical infrastructure components and construction materials. We ~~seek~~work closely with suppliers to ~~procure~~secure these materials ~~from our suppliers~~ in sufficient quantities to ~~ensure~~support ~~we can deploy miners at~~ large-scale, ontimely ~~accelerated timelines~~deployments. Additionally, our immersion-cooled Bitcoin Mining ~~activities~~operations require ~~large~~substantial volumes of specialized, non-conductive cooling fluid, ~~for~~produced ~~which~~by ~~there~~a ~~are~~ limited number of manufacturers.

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Global Logistics

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

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

Regulatory

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

The ~~United~~market ~~States~~and ~~has~~regulatory ~~imposed~~signals ~~economic~~for ~~sanctions~~data ~~that~~centers ~~affect~~and ~~transactions~~digital assets changed significantly with ~~designated~~the ~~foreign~~2024 ~~countries,~~election. ~~foreign~~At ~~nationals~~the outset of his term in 2025, ~~and~~the ~~others~~President issued an executive order to “unleash American energy.” ~~The~~In ~~Office~~March of2025, ~~Foreign~~the ~~Assets~~President ~~Control~~issued (executive orders on “~~OFAC~~strengthening American leadership in digital financial technology”) isand ~~responsible~~established ~~for~~a ~~helping~~strategic tobitcoin ~~ensure~~reserve ~~that~~and Udigital asset stockpile.S. ~~entities~~Members doof ~~not~~the ~~engage~~House and Senate also introduced legislation to codify a national strategic bitcoin reserve. In July 2025, in ~~transactions~~response ~~with~~to ~~certain~~the ~~prohibited~~executive ~~parties~~order on digital financial technology, asthe ~~defined~~White byHouse ~~various~~released ~~Executive~~a ~~Orders~~report on legislative and ~~acts~~regulatory ofactions ~~Congress~~to strengthen American leadership in the space. ~~OFAC~~In ~~publishes~~July 2025, ~~and~~the ~~routinely~~White ~~updates,~~House ~~lists~~released of“America’s ~~names~~AI ofAction ~~persons~~Plan” highlighting the steps the Administration will take on AI innovation, infrastructure, diplomacy, and ~~organizations~~security. ~~suspected~~In 2025, the Department of ~~aiding,~~Energy ~~harboring~~launched orthe ~~engaging~~Speed into ~~terrorist~~Power ~~acts~~initiative, ~~including~~directed the ~~Specially~~Federal ~~Designated~~Energy ~~Nationals~~Regulatory Commission (“~~SDNs~~FERC”) ~~and~~to ~~Blocked~~consider ~~Persons~~rulemaking ~~List.~~to ~~Our~~expedite ~~policies~~large-scale ~~prohibit~~grid ~~transactions~~infrastructure ~~with~~and ~~SDNs~~interconnection projects, and weopened ~~take~~up ~~measures~~requests for proposals to ~~prevent~~utilize ~~transactions~~federal ~~that~~lands doand ~~not~~power ~~comply~~resources ~~with~~to ~~OFAC~~advance ~~and~~AI ~~other~~in ~~applicable~~the ~~sanctions~~U.S. Furthermore, ~~including~~in ~~establishing~~November a2025, ~~risk-based~~the ~~compliance~~President ~~program~~launched ~~that~~the ~~has~~“Genesis ~~policies,~~Mission” ~~procedures~~executive ~~and~~order ~~controls~~for ~~designed~~a tocoordinated, ~~prevent~~nationwide, uswhole-of-government ~~from~~effort ~~having~~to ~~unlawful~~use ~~business~~AI ~~dealings~~to ~~with~~identify ~~prohibited~~and ~~countries,~~solve ~~regions~~grand challenges. Finally, ~~individuals~~in orDecember ~~entities~~2025, ~~however,~~the ~~due~~President toissued ~~the~~an ~~pseudonymous~~executive ~~nature~~order ofto ~~blockchain~~establish ~~transactions,~~a national AI framework and ~~our~~limit a burdensome patchwork of state laws.

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reliance on third-party vendors to identify and prevent transactions with SDNs, we may unknowingly engage in transactions with SDNs, despite our best efforts.

~~State~~In ~~regulation~~July of2025, ~~Bitcoin~~after ~~mining~~a ~~and~~broad ~~related~~bipartisan ~~energy~~vote, ~~consumption~~the isPresident ansigned ~~important consideration with respect to where we conduct our mining operations. The Rockdale Facility and~~ the ~~Corsicana~~GENIUS ~~Facility~~Act ~~are~~into ~~both~~law, ~~located~~creating ina ~~the~~regulatory ~~State~~framework offor ~~Texas. To~~ the ~~extent~~use ~~that there is any state regulation~~ of ~~Bitcoin mining or issues relating to the energy grid which may affect Bitcoin mining~~stablecoins, weand ~~believe~~demonstrating ~~the~~a ~~State~~positive ofsignal ~~Texas is likely to remain one~~ of ~~the~~support ~~most~~for ~~favorable~~ regulatory ~~environments~~clarity for ~~Bitcoin~~digital ~~miners~~assets. ~~In 2024~~Furthermore, ~~we acquired Block Mining~~ in ~~the~~July ~~Commonwealth of Kentucky~~2025, ~~which~~the ~~also~~House ~~maintains~~passed amarket ~~favorable~~structure ~~regulatory~~legislation ~~environment~~which, ~~for~~if ~~Bitcoin mining. In 2025~~enacted, wewould ~~announced~~clarify athe ~~process~~jurisdiction ~~for~~of ~~evaluating~~the ~~potential~~SEC ~~AI/HPC~~and ~~uses for~~ the ~~remaining~~Commodity ~~600~~Futures MWTrading ofCommission ~~capacity~~over atdigital ~~the~~assets ~~Corsicana~~and ~~Facility~~related intermediaries. ~~Accordingly,~~In weearly ~~will~~2026, ~~monitor~~Senate ~~potential~~committees ~~regulatory~~with ~~developments~~jurisdiction ~~affecting~~are ~~data~~expected ~~centers~~to ~~more~~consider ~~broadly~~their ~~and~~version ~~their~~of ~~affiliated~~market ~~energy~~structure ~~use~~legislation.

In ~~March~~January 2024, the SEC ~~issued~~approved a ~~final~~series ~~rule~~of ~~requiring~~spot ~~climate~~bitcoin exchange-~~related~~traded ~~disclosures~~funds, inmarking ~~public~~a ~~company~~major ~~annual~~step ~~reports~~toward market integration and ~~registration~~institutional ~~statements~~participation. ~~for~~In 2025, the ~~year~~SEC ~~ending~~established ~~December~~a ~~31,~~working ~~2025~~group that aims to establish regulatory clarity for ~~large~~digital ~~accelerated~~asset ~~filers.~~industries Weand ~~have~~issued ~~been~~statements ~~evaluating~~clarifying ~~the~~its ~~impact~~view ~~this~~that ~~rule~~mining ~~may~~and ~~have~~staking onof ~~our~~digital ~~disclosures,~~assets ~~though~~do ~~due~~not constitute offers or sales of securities. The SEC also issued a staff accounting bulletin on obligations to ~~ongoing~~safeguard ~~litigation~~digital assets for platform users. Furthermore, in August 2025, the ~~rule~~President ~~has~~issued ~~been~~an ~~stayed,~~executive ~~and~~order ~~due~~on “democratizing access to ~~the~~alternative ~~change~~investments infor ~~administration~~401(k) investors,” wedirecting ~~anticipate~~relevant ~~that~~regulators ~~the~~to ~~rule~~facilitate ~~may~~greater ~~ultimately~~options befor ~~rescinded~~savings, investments, and retirement accounts, including digital assets.

In January ~~2023~~2024, the ~~Board~~U.S. ofEnergy ~~Governors~~Information ofAdministration ~~the Federal Reserve System~~ (the “~~Federal Reserve~~EIA”), ~~Office~~initiated ~~of the Comptroller of the Currency, and FDIC issued~~ a ~~joint~~provisional ~~statement~~survey ~~regarding perceived risks~~ to ~~banks~~collect ~~with~~electricity ~~clients~~consumption ininformation ~~crypto~~from ~~asset~~cryptocurrency ~~industries.~~mining Incompanies ~~January~~operating ~~2023,~~in the ~~Federal~~United ~~Reserve~~States. ~~also~~The ~~issued~~survey awas ~~policy~~authorized ~~statement~~by ~~expanding its regulatory authority to limit~~ the ~~activities~~Office of ~~state-chartered~~Management ~~banks.~~and ~~Several~~Budget ~~leaders~~as inan ~~the~~emergency ~~U.S.~~data ~~Congress~~request; ~~sent~~however, ~~oversight~~it ~~letters~~was tosubsequently ~~the~~withdrawn ~~prudential~~following ~~regulators~~a ~~pushing~~successful ~~back~~lawsuit onled ~~any~~by ~~efforts~~us toand ~~place~~the ~~limits~~Texas onBlockchain ~~banking activity for digital asset industries~~Council. In December 2025, ~~legislation~~the ~~and~~new ~~potential~~director ~~rules~~of ~~addressing~~the ~~fair~~EIA ~~access~~stated toa ~~banking~~desire ~~are being considered~~ to ~~prevent~~conduct ~~such~~surveys ~~limitations.~~regarding Todata ~~mitigate~~centers ~~any~~to ~~potential~~provide ~~regulatory~~information ~~risks with respect~~ to ~~financial services~~policymakers, wesignaling ~~have~~a ~~diversified~~renewed ~~our~~interest ~~banking~~in ~~relationships~~data tocollection ~~mitigate any potential regulatory risk with respect to financial services~~initiatives.

Additionally, in January 2023, the U.S. House of Representatives announced its first ever Financial Services Subcommittee on Digital Assets, with the intention of developing a regulatory framework for the digital asset industry. In 2024, the U.S. House of Representatives passed a bill titled the Financial Innovation and Technology for the 21st Century Act, aiming to provide a market structure for digital assets, although it did not receive consideration in the Senate. In January 2025, the House renewed its Subcommittee, and the Senate Banking Committee also announced its own Subcommittee on Digital Assets, with the shared goal of developing a regulatory framework. We anticipate that such a market structure may be considered by both houses of Congress in 2025.10

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

InWe ~~January~~are ~~2024~~aware that members of the U.S. House Committee on Ways and Means, athe ~~decade~~U.S. ~~after~~Senate ~~initial~~Committee ~~applications~~on ~~were~~Finance, ~~filed~~along with other leaders, are considering changes to the ~~SEC~~tax ~~approved~~treatment of bitcoin. Potential changes could include taxing bitcoin like similarly situated commodities at the point of sale, rather than at the point of mining, or a ~~series~~potential compromise similar to an 83(b) election to allow miners to choose either of ~~spot~~these ~~Bitcoin~~approaches. ~~exchange~~Additionally, we are aware of members considering a de minimis exemption for low-~~traded~~dollar ~~funds~~bitcoin transactions similar to the exemption that exists for foreign currencies, which ~~have~~could ~~received~~facilitate ~~billions~~broader adoption of ~~dollars~~the ofasset ~~in-flows~~at the consumer level. In 2025, ~~the~~draft ~~SEC~~legislation ~~established~~containing both a ~~working~~de ~~group~~minimis ~~that~~exemption ~~aims~~for tolow-value ~~establish~~digital ~~regulatory~~asset ~~certainty~~transactions and clarification of the taxation point for mined digital assets was introduced and remains under consideration, reflecting growing Congressional interest in simplifying digital asset ~~industries~~tax treatment. Pursuant to the executive order on digital financial technology, the Treasury Department is also considering administrative changes at the department-level related to the tax treatment of bitcoin.

~~Also~~The inU.S. ~~January~~has ~~2024~~imposed economic sanctions affecting transactions with designated foreign countries, ~~the~~foreign nationals, and others. The Office of Foreign Assets Control (“OFAC”) is responsible for ensuring that U.S. ~~Energy~~entities ~~Information~~do ~~Administration~~not ~~initiated~~engage ain ~~provisional~~transactions ~~survey~~with tocertain ~~collect~~prohibited ~~electricity~~parties ~~consumption~~and ~~information~~maintains ~~from~~lists ~~cryptocurrency~~such ~~mining~~as ~~companies~~the ~~operating~~Specially inDesignated ~~the~~Nationals ~~United~~(“SDNs”) ~~States~~and Blocked Persons List. ~~The~~Our ~~survey~~policies ~~was~~prohibit ~~authorized~~transactions bywith SDNs, and we maintain a risk-based compliance program designed to prevent unlawful business dealings with prohibited countries, regions, individuals or entities. However, due to the ~~Office~~pseudonymous nature of ~~Management~~blockchain transactions and ~~Budget~~our asreliance anon ~~emergency~~third-party ~~data~~vendors ~~request;~~to ~~however,~~identify itand ~~was~~prevent ~~subsequently~~transactions ~~withdrawn~~with ~~following~~SDNs, there remains a ~~successful~~risk ~~lawsuit~~that ~~led~~we bymay usunknowingly ~~and~~engage ~~the~~in ~~Texas~~a ~~Blockchain~~prohibited ~~Council~~transaction despite our controls.

InState ~~2023~~regulation of bitcoin mining and ~~2024,~~other ~~leaders~~compute-related onenergy ~~both~~consumption ~~the~~is ~~U.S.~~an ~~House~~important ~~Financial~~consideration ~~Services~~regarding ~~Committee~~where ~~and~~we Uconduct our mining operations.S. ~~Senate~~The ~~Banking~~Rockdale ~~Committee~~Facility ~~expressed~~and ~~interest~~the inCorsicana ~~passing~~Facility ~~legislation~~are toboth ~~provide~~located ~~additional~~in ~~regulatory~~the ~~authority~~State toof ~~address~~Texas. ~~risks~~Texas ~~related~~continues to ~~the~~offer ~~use~~a offavorable ~~digital~~regulatory ~~assets~~environment infor ~~illicit~~bitcoin ~~financial~~miners ~~activity.~~and ~~The~~other Udata center operations.S. ~~Treasury~~In ~~Department~~2025, ~~also~~Texas ~~requested~~enacted ~~additional~~SB ~~authorities~~21, toa ~~address~~bill ~~such~~creating ~~risks.~~a ~~However~~strategic bitcoin reserve, weappropriating ~~have~~$10 ~~not~~million ~~seen~~for ~~sufficient~~the ~~support~~state ~~emerge~~to inpurchase ~~favor~~bitcoin, ofwhich ~~any~~the ~~particular~~comptroller ~~proposal~~did atin ~~this~~late ~~time~~2025, tomaking ~~anticipate~~Texas ~~any~~the ~~specific~~first ~~changes~~state to do so. ~~The~~SB ~~Trump~~6 ~~administration~~was ~~has~~also ~~instead~~enacted ~~signaled~~in a2025, ~~stronger~~and ~~focus~~subsequent onrulemaking initiatives have raised the ~~benefits~~possibility of ~~digital~~new ~~assets~~disclosure asand ~~opposed~~reliability torequirements ~~the~~for ~~risks~~large industrial electricity users, ~~appointing~~including adigital ~~first-ever~~asset AImining and ~~Crypto~~HPC ~~Czar~~data tocenter ~~foster~~operations. ~~growth~~In in2024, ~~the~~we ~~industries~~acquired Block Mining in the ~~U.S.~~Commonwealth of Kentucky, ~~and~~which soalso maintains a favorable regulatory environment for bitcoin mining. In 2025, we ~~continue~~announced tothe ~~see~~process ~~insufficient~~of ~~support~~developing ~~for~~a ~~any~~scalable ~~particular~~data ~~proposal~~center platform to ~~advance~~support ~~additional~~non-mining ~~regulatory~~data ~~measures~~center tooperations, ~~address~~including ~~risks~~potential applications in ~~this~~AI ~~space~~and atHPC. ~~this~~Accordingly, ~~time~~we will monitor potential regulatory developments affecting data centers more broadly and their affiliated energy use.

We are ~~aware~~unable ~~that~~to ~~members~~predict of the ~~U.S.~~impact ~~House~~that ~~Committee~~any onnew ~~Ways and Means~~standards, ~~along with other leaders~~legislation, ~~are~~or ~~considering~~regulations ~~changes~~may tohave ~~the~~on ~~tax~~our ~~treatment~~business ~~of Bitcoin. Potential changes could include taxing Bitcoin like similarly situated commodities~~ at the ~~point~~time of ~~sale,~~filing ~~rather~~this ~~than~~Annual atReport. ~~the~~However, ~~point~~we ofcontinue ~~mining~~to asmonitor ~~well~~and asproactively ~~capital~~engage ~~gains~~in atdialogue ~~the~~on ~~point~~regulatory ofand ~~sale.~~legislative ~~Additionally,~~matters werelated ~~are~~to ~~aware~~our ofindustry. ~~members~~As ~~considering~~the aregulatory delandscape ~~minimis~~continues ~~exemption~~to ~~for~~evolve, ~~low-dollar~~particularly ~~Bitcoin~~with ~~transactions~~respect ~~similar~~ to ~~the~~digital ~~exemption~~assets, ~~that~~AI ~~exists~~computing, ~~for~~and ~~foreign~~energy ~~currencies~~use, ~~which~~we ~~could~~remain ~~facilitate~~committed ~~broader~~to ~~adoption~~compliance ofand ~~the~~constructive ~~asset~~engagement atwith ~~the consumer level~~policymakers.

WeAs ~~are~~the ~~unable~~regulatory toand ~~predict~~legal ~~the~~environment ~~impact~~evolves, ~~that~~we ~~any~~may become subject to new ~~standards~~laws, ~~legislation,~~such oras ~~regulations~~further ~~may~~regulation ~~have~~by onfinancial ~~our~~and ~~business~~energy atregulatory ~~the~~bodies, ~~time~~which ofmay ~~filing~~affect ~~this~~our ~~Annual~~Bitcoin ~~Report~~Mining and data center activities. ~~However,~~For weadditional ~~continue~~discussion toregarding ~~monitor~~our ~~and~~belief ~~proactively~~about ~~engage~~the inpotential ~~dialogue~~risks onthat ~~regulatory~~existing and ~~legislative~~future ~~matters~~regulation ~~related~~pose to our ~~industry~~business, see Part I, Item 1A. “Risk Factors” of this Annual Report.

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

Environmental

~~Concerns~~Our ~~have~~direct been raised over the quantity of energy used for Bitcoin mining, particularly the environmental effects of energy from non-renewable sources. Many media reports focus exclusively on the energy requirements of Bitcoin mining but fail to include discussion of its positive contributions to other customers on the electrical grid. Bitcoin mining operations ~~can~~do benot ~~quickly~~result ~~curtailed, uniquely positioning businesses that engage~~ in ~~Bitcoin~~significant ~~mining~~pollution toor respond to increased electricity demand in emergency situations. Throughout 2024, we voluntarily curtailed our operations’ energy consumption to allow our energy providers to redirect our power allotment back into the ~~Electric~~discharge ~~Reliability Council~~ of ~~Texas~~hazardous ~~(“ERCOT”)~~emissions, and ~~Midcontinent~~we ~~Independent~~do ~~System~~not ~~Operator~~anticipate ~~(“MISO”)~~that ~~markets during extreme weather events. Such actions helped to stabilize the grid by allowing~~ our ~~power~~operations ~~allotment~~will to be ~~delivered~~materially toaffected ~~the~~by ~~areas~~existing ~~of greatest need~~federal, ~~such~~state asor ~~heating~~local ~~homes~~provisions ~~and~~concerning ~~powering~~environmental ~~hospitals~~controls. InHowever, ~~exchange~~certain ~~for~~local, ~~powering~~state, ~~down~~and ~~our~~federal ~~systems~~policymakers ~~during~~have ~~times~~expressed ofconcerns ~~high~~regarding ~~electricity~~the ~~demand,~~aggregate weenergy ~~receive~~consumption ~~benefits~~ associated with ~~the~~bitcoin ~~difference~~mining ~~between our contractual cost of power~~ and ~~the~~large-scale ~~price~~data atcenters, ~~which~~with ~~such~~particular ~~power~~focus ~~is sold~~ on the ~~ERCOT~~environmental ~~and~~impact ~~MISO markets. Additionally, we voluntarily participate in load response programs operated by ERCOT and MISO, whereby we temporarily give ERCOT and MISO the right to curtail a set portion~~ of ~~our~~energy ~~power~~derived ~~load~~from atnon-renewable ~~their discretion in exchange for a fee~~sources. ~~Overall,~~These ~~our~~concerns ~~operations~~typically ~~incentivize~~center ~~the~~on ~~development~~electrical ofgrid ~~new~~reliability, ~~power~~carbon ~~generation capacity and our actions help to reduce the frequency and impact of power failures and electricity price surges~~emissions, ~~which benefits are shared by us~~ and ~~all~~water ~~participants~~usage infor ~~the ERCOT and MISO markets~~cooling.

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

During the past year, we have made substantial investments in our workforce to attract and retain best-in-class employees, substantially growing our employee base, while internally promoting individuals to key positions across the Company. As of December 31, 2024, our total workforce consisted of approximately 783 employees across our entire organization, including professionals in engineering, information and technology, construction, manufacturing, finance, legal, communications, and Bitcoin Mining operations. Of our total workforce, approximately 629 employees were in engineering, construction, manufacturing, and Bitcoin Mining operations and approximately 154 employees were in a general or administrative support function, such as information and technology, finance, legal or communications. As of December 31, 2024, approximately 28% of our workforce was in Colorado, 70% was in Texas, and 2% was in Kentucky.

Our human capital resources strategy aims to align the interests of our employees with our key long-term success drivers. To support execution of this strategy, we have implemented a long-term performance incentive program, under which all eligible employees are granted a combination of service-based restricted stock awards that generally vest over a three-year period and performance-based restricted stock awards that are eligible to vest based on achievement of specific performance or total stockholder return milestones. During 2023, certain employees under the long-term performance program were eligible to receive cash in lieu of restricted shares of our common stock awards based on achievement of these same performance milestones. We believe our performance program is a key incentive for our employees aligning their long-term interests with our long-term objectives as an organization.

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

We recognize the positive impact that leaders within a company can have on their teams, and we believe every employee is and should be a leader within our Company. Consequently, in addition to seeking out top talent from outside of our organization to foster this positive impact, we offer management and executive leadership training and encourage the continuous development of leaders across the Company, and motivate every employee to take ownership over their impact on our success.

We seek to attract a pool of best-in-class candidates and foster their career growth by hiring the best talent available, rather than relying solely on educational background. In support of such initiative, we actively seek candidates from local communities and large cities alike, with a variety of backgrounds and a goal of providing long-term, growth-oriented careers for each employee. We also believe that our ability to retain our workforce is dependent on our ability to foster an environment that is sustainably safe, respectful, and fair.

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

Human Capital Resources

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

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

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

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

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

Compensation and Benefits

Our compensation programs are designed to ~~provide incentives to~~ attract, retain, and motivate employees towhile ~~achieve~~aligning their performance with our long-term goals. ~~Specifically,~~We weregularly ~~compare~~benchmark ~~salary~~salaries and wages against quantitative ~~benchmarks~~market data and adjust ~~monetary~~ compensation to ~~ensure~~remain ~~wages are~~ competitive and ~~consistent~~equitable ~~with~~across ~~employee positions~~roles, ~~skill~~experience levels, ~~experience,~~ and geographic ~~location~~locations. We maintain a robust ~~process for ensuring~~ pay -equity ~~across~~review ~~the~~process ~~Company~~that ~~and~~supports ~~increases~~fair ~~in incentives~~ and ~~compensation~~ merit-based onincreases ~~merit~~in compensation and ~~performance~~incentives.

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

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Bitcoin Mining Results

Bitcoin Mining Production, Purchases, and Sales

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


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

The following reconciles Bitcoin and Restricted bitcoin as of December 31, 2025 to the amounts above:
Bitcoin	14,028	$	1,227,462
Restricted bitcoin (a)	3,977	$	347,979
Total	18,005	$	1,575,441

~~The Bitcoin rewards earned from our Bitcoin Mining operations were 6,626 Bitcoin in 2023 and 4,828 Bitcoin in 2024, representing~~ (a) ~~decrease~~Restricted ofbitcoin ~~approximately~~is ~~27.1%.~~the ~~Revenue~~Company’s ~~recognized~~bitcoin ~~from~~pledged ~~our~~as ~~Bitcoin~~collateral ~~Mining~~for ~~activities~~the ~~increased~~Company’s ~~from approximately~~ $~~189.0~~200 million ~~during~~credit ~~2023 to $321~~facility.0 ~~million~~See ~~during~~Note 2024, representing an increase of approximately 69.8%. The increase in revenue was primarily due to an increase in Bitcoin prices and rewards earned as a result of an increase in our deployed hash rate of 12.4 ~~EH/s~~Debt asfor ofmore ~~December 31, 2023, to 31~~information.~~5 EH/s as of December 31, 2024, partially offset by the impact of the halving in April 2024.~~

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

Factors Affecting Profitability

Market Price of Bitcoin

Our business is heavily dependent on the spot price and overall market performance of ~~Bitcoin~~bitcoin. The ~~prices~~price of ~~cryptocurrencies,~~bitcoin ~~including~~has ~~Bitcoin,~~historically ~~have~~exhibited ~~experienced~~significant ~~substantial~~ volatility, ~~meaning~~driven ~~that~~by ~~high or low prices may be based on~~ speculation ~~and incomplete information~~, ~~subject~~shifting ~~to rapidly changing~~ investor sentiment, ~~and~~regulatory ~~influenced by factors such as technology~~developments, ~~regulatory~~technological ~~void or~~ changes, fraudulent actors, manipulation, ~~and~~ media reporting. ~~Bitcoin~~and ~~(as~~macroeconomics, ~~well~~among as other ~~cryptocurrencies)~~factors. ~~may~~Bitcoin’s ~~have~~ value may be based on various factors, including its acceptance as a means of exchange by consumers and producers, scarcity, and market demand, all of which are beyond our control.

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but not limited to, their acceptance as a means of exchange by consumers and producers, scarcity, and market demand, all of which are beyond our control.

Halving

~~Further~~Another ~~affecting~~key ~~the~~factor impacting industry, ~~particularly~~profitability ~~for~~is the ~~Bitcoin~~periodic ~~blockchain,~~reduction of the Bitcoin ~~reward for solving a~~ block isreward, ~~subject~~known toas ~~periodic incremental~~ halving. ~~The~~This reward, ~~was~~originally ~~initially~~ set at 50 ~~Bitcoin~~bitcoin currency rewards per block, has been cut in half approximately every four years. The Bitcoin blockchain has undergone four halving events since its inception on the following dates: (1) on November 28, 2012, at block height 210,000; (2) on July 9, 2016, at block height 420,000; (3) on May 11, 2020, at block height 630,000; and (4) on April 19, 2024 at block height 840,000, when the reward was reduced to its current level of 3.125 ~~Bitcoin~~bitcoin per block. The next halving ~~for the Bitcoin blockchain~~ is ~~currently~~ anticipated to ~~occur in mid-2028 at block height 1,050,000. Many factors influence the price of Bitcoin, and potential increases or decreases in prices in advance of or following a future halving is unknown.~~

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

Network Hash Rate and Difficulty

A ~~Bitcoin~~bitcoin miner’s probability of solving a block on the Bitcoin blockchain and earning a ~~Bitcoin~~bitcoin reward generally depends on ~~the~~its ~~miner’s~~ hash rate inrelative ~~relation~~ to the global network hash rate. As more powerful miners ~~have~~are ~~been~~ deployed, the ~~Bitcoin~~bitcoin network’s difficulty ~~has~~continues ~~consequently~~to ~~increased~~increase. Network difficulty is adjusted every 2,016 blocks (approximately every 2 weeks) to maintain an average ~~time~~ of approximately ten minutes between each block validation. A higher network difficulty means more computational power is required to solve a block and earn a ~~Bitcoin~~bitcoin reward. This, in turn, makes the ~~Bitcoin~~bitcoin network more secure by limiting the possibility of one miner or mining pool gaining control of the network. ~~Therefore~~Accordingly, as new and existing miners increase their hash rate, the global network hash rate will continue to grow, ~~meaning~~requiring aminers ~~miner’s~~to ~~share~~continually ofexpand ~~the~~or ~~global~~upgrade ~~network~~capacity ~~hash rate will decline if it fails~~ to ~~deploy~~maintain ~~additional~~their ~~hash~~share ~~rate~~of attotal ~~scale~~network ~~with the industry~~rewards.

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

Performance Metrics

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

Hash Rate

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

~~However,~~As as the relative market price of ~~Bitcoin~~bitcoin ~~increases~~rises, more miners are incentivized to ~~mine~~enter ~~Bitcoin~~the network, ~~which~~increasing ~~increases~~total ~~the~~ global ~~network~~ hash rate. ~~Therefore,~~and tooverall network difficulty. To remain competitive, miners ~~seek~~must to continually ~~increase~~expand or upgrade equipment to maintain their ~~total~~share ~~hash~~of ~~rate~~block rewards, creating a feedback loop: as ~~Bitcoin~~bitcoin ~~gains~~value ~~popularity~~increases, ~~and~~additional ~~its~~mining ~~relative~~capacity ~~market~~is ~~price increases~~deployed, ~~more~~leading ~~miners attempt~~ to ~~mine~~higher ~~Bitcoin and its global~~ network ~~hash~~difficulty, ~~rate~~which ~~is increased;~~ in ~~response,~~turn ~~existing~~requires ~~miners~~further ~~and~~investment ~~new~~to ~~miners~~sustain ~~devote~~equivalent ~~more~~reward ~~and~~output. ~~more~~This ~~hash~~dynamic ~~rate~~has toresulted ~~the~~in ~~Bitcoin~~accelerated ~~blockchain~~technological bycompetition ~~adding~~among ~~more~~miners, ~~and~~as ~~increasingly powerful,~~ miners todeploy ~~attempt~~larger tofleets ~~ensure~~of ~~their~~increasingly ~~ability~~advanced miners to ~~earn~~improve ~~additional Bitcoin rewards~~performance. AsOnly a ~~result,~~limited ~~the~~number ~~network difficulty~~ of ~~the~~manufacturers ~~Bitcoin~~are ~~network~~capable ~~is increased to maintain the pace~~ of ~~new~~producing ~~block~~high-quality ~~additions, spurring~~ miners toat ~~seek~~scale, tocreating ~~deploy~~supply ~~yet~~constraints ~~further~~and ~~hash~~upward ~~rate~~pressure toon ~~earn the same relative number of new Bitcoin rewards~~pricing. ~~In theory~~Furthermore, ~~this~~manufacturers ~~process~~may ~~should~~raise ~~continually~~prices ~~replicate~~for ~~itself~~new ~~until~~equipment ~~the~~in ~~supply~~response ofto ~~available~~rising ~~Bitcoin~~bitcoin ismarket ~~exhausted~~prices.

Miners have attempted to boost their hash rate by deploying increasingly sophisticated miners in larger quantities. This has led to an “arms race” within the Bitcoin mining industry. There are very few miner manufacturers capable of producing the necessary number of high-quality miners to meet this demand, creating scarcity and driving up prices. Furthermore, it has been noted that some manufacturers may increase prices for new miners in response to the rising market price of Bitcoin.

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Intellectual Property

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

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

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Information About Our Executive Officers

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


Name	Age	Position
Jason Les	3940	Director and Chief Executive Officer (principal executive officer)
Benjamin Yi	4243	Director and Executive Chairman
Colin Yee	49	Executive Vice President, Chief Financial Officer (principal financial officer)
Jason Chung	44	Chief Financial Officer (principal financial officer)
William Jackman	4142	~~Executive~~Chief ~~Vice~~Legal ~~President,~~Officer ~~General Counsel~~ and Secretary
Jason Chung	43	Executive Vice President, Head of Corporate Development & Strategy
Stephen Howell	50	Chief Operating Officer
Ryan Werner	4546	Senior Vice President, Chief Accounting Officer (principal accounting officer)
Stephen Howell	49	Senior Vice President, Chief Operating Officer
Jonathan Gibbs	38	Chief Data Center Officer

Jason Les (age 3940) has served as our Chief Executive Officer (“CEO”) since February 2021 and as a member of our Board of Directors (“Board”) since November 2017. He has been deeply involved with ~~Bitcoin~~bitcoin since 2013, with significant experience in ~~Bitcoin~~bitcoin mining, as an engineer studying protocol development, and contributing to open-source projects. Mr. Les was previously a founding partner of Binary Digital from May 2017 to November 2020, a software-development company where he led the engineering team and coordinated project development for artificial intelligence, reverse engineering, and inter-software compatibility projects. Additionally, his background includes over a decade of unique experience as a former professional heads-up poker player. He holds a Bachelor of Science, Computer Science from the University of California, Irvine.

Benjamin Yi (age 4243) has served as our Executive Chairman since May 2021, as a member of the Board since October 2018, and as Chairman of the Board from November 2020 through May 2021. In this role, he is directly involved in our day-to-day operations, playing a key role in setting and fulfilling the Board’s strategic aims for the Company. Mr. Yi brings significant corporate governance experience to Riot’s Board and executive management team, having served as an independent director and committee chair of several private and public companies. Prior to joining Riot, Mr. Yi led capital markets and corporate development at IOU Financial, a ~~fin-tech~~fintech enabled lender to small businesses across North America and investee company of Neuberger Berman from January 2017 through May 2021. Mr. Yi brings almost two decades of unique capital markets experience to the Company, and a particular expertise in fintech, specialty finance, and investing throughout a company’s capital structure. Mr. Yi holds a Bachelor of Commerce, specialist in Finance, major in Economics from University of Toronto - Trinity College and a Master of Finance from University of Toronto – Rotman School of Management.

~~Colin~~Jason ~~Yee~~Chung (age 4944) has served as our Chief Financial Officer since March 2026, and prior to that served as Executive Vice President, ~~Chief~~Head ~~Financial~~of ~~Officer~~Corporate ~~(“EVP-CFO”)~~Development & Strategy since July 2023, and ~~served~~Head asof ~~our~~Corporate ~~Chief~~Development ~~Financial~~& ~~Officer~~Strategy from ~~September~~June 2022 to July 2023. ~~Previously,~~Mr. heChung ~~was~~spearheads ~~our~~the ~~Head~~coordination of ~~Corporate~~the ~~and~~Company’s ~~Financial~~corporate ~~Operations~~development, ~~from~~capital ~~April~~markets, ~~2022~~and toinvestor ~~September~~relations ~~2022~~efforts. ~~Prior~~Mr. toChung ~~joining~~brings ~~Riot,~~two ~~Mr.~~decades ~~Yee~~of ~~founded~~experience ~~Clear~~in ~~Capital~~investment ~~Management~~banking ~~Corporation~~and ~~which~~a ~~has~~wealth ~~been~~of ~~operating~~knowledge ~~since~~in ~~September~~corporate ~~2007~~finance to Riot. HePrior ~~served~~to asjoining ~~the~~Riot, ~~Chief~~Mr. ~~Operating~~Chung ~~Financial~~served ~~Officer~~as ofManaging ~~Avebury~~Director, ~~Partners~~M&A, aat ~~leading~~Nomura ~~asset~~Holdings, ~~management~~Inc., ~~firm~~from ~~that~~March ~~operates~~2017 ~~within~~through ~~the~~June ~~real~~2022 ~~estate,~~and ~~geothermal~~Executive ~~exchange~~Director, ~~and~~Mergers ~~construction~~& ~~sectors,~~Acquisitions from March ~~2021~~2014 tothrough ~~March~~December ~~2022.~~2016, ~~From~~where ~~2016~~he toadvised ~~2021,~~global ~~Mr. Yee~~clients ~~served~~on ascross-border transactions primarily in the ~~CFO~~technology ~~for~~sector ~~Forum~~across ~~Equity~~multiple ~~Partners,~~countries. aMr. ~~large~~Chung’s ~~private~~investment ~~equity~~banking ~~firm~~career ~~specializing~~spanned nearly $20 billion in ~~real~~mergers ~~estate,~~and ~~renewable~~acquisitions ~~energy~~transactions and ~~infrastructure~~included building and growing advisory teams. Mr. ~~Yee~~Chung is a ~~Chartered~~CFA ~~Professional~~charter ~~Accountant~~holder and ~~holds~~earned a Bachelor of ~~Science~~Commerce ~~in Cellular Biology~~ and aFinance ~~Bachelor~~degree, ofminoring ~~Commerce~~ in ~~Accounting~~History, from the University of ~~Calgary~~Toronto.

William Jackman (age 41) has served as our Executive Vice President, General Counsel and Secretary, (“EVP-General Counsel”) since September 2022, and as General Counsel and Secretary since July 2021. As a member of the executive team, Mr. Jackman manages the Company’s legal affairs, drawing upon his unique business and legal acumen to navigate strategic decisions and develop innovative solutions to complex challenges. Previously, Mr. Jackman represented S&P 500 companies as well as other public companies in the areas of securities laws, mergers and acquisitions, and power generation. Prior to joining Riot, Mr. Jackman was a

14William Jackman (age 42) has served as our Chief Legal Officer and Secretary since January 2026, and prior to that served as Executive Vice President, General Counsel and Secretary, from September 2022 to January 2026, and as General Counsel and Secretary from July 2021 to September 2022. As a member of the executive team, Mr. Jackman manages the Company’s legal affairs, drawing upon his unique business and legal acumen to navigate strategic decisions and develop innovative solutions to complex challenges. Previously, Mr. Jackman represented S&P 500 companies as well as other public companies in the areas of securities laws, mergers and acquisitions, and power generation. Prior to joining Riot, Mr. Jackman was a Leader of Public Companies and Securities at Rogers Towers, P.A., one of Florida’s oldest and most established law firms, from March 2018 to January 2022. Additionally, he was a Senior Corporate Attorney at Holland & Knight LLP, a multinational law firm, from May 2014 through August 2017. Mr. Jackman holds dual Juris Doctorate law degrees from the Universities of Windsor and Detroit, as well as an MBA from Nova Southeastern, and is a member of the New York, Florida, and Ontario Bar Associations.

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

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~~Leader~~portable ofsubstations, ~~Public~~low ~~Companies~~and medium voltage switchgear, custom controls and ~~Securities~~relays atfrom ~~Roger~~December ~~Towers,~~2021 Pto June 2025.A. Previously, ~~one~~Mr. Howell served as Director of ~~Florida’s~~Business ~~oldest~~Development ~~and~~– ~~most~~South ~~established~~at ~~law~~ESS ~~firms,~~Metron from ~~March~~October ~~2018~~2019 tothrough ~~January~~December ~~2022~~2021. ~~Additionally~~Prior to his role at ESS Metron, heMr. ~~was~~Howell aserved as Vice President, Senior ~~Corporate~~Sales ~~Attorney~~Representative at ~~Holland~~Castleman &Power ~~Knight~~Systems ~~LLP~~International, LLC, a ~~multinational~~power ~~law~~developer ~~firm~~and technology solutions provider, from ~~May~~October ~~2014~~2011 through ~~August~~October ~~2017~~2019. From January 2006 through October 2011, Mr. ~~Jackman~~Howell ~~holds~~served ~~dual~~as ~~Juris~~Outside ~~Doctorate~~Sales ~~law~~Executive ~~degrees~~for ~~from~~Consolidated ~~the~~Electrical ~~Universities~~Distributors, ofan ~~Windsor~~electrical solutions distributor and ~~Detroit,~~product assupplier. ~~well~~Mr. Howell served as Estimator and Project Manager for Integrated Electrical Services Holdings, Inc., an ~~MBA~~integrated electrical design and installation company from ~~Nova~~January ~~Southeastern~~2004 through January 2006, and isas Outside Sales Engineer at Eaton Corporation plc, a ~~member~~power management and electrical systems company from January 2000 through January 2004. Mr. Howell holds dual Bachelor of ~~the~~Science ~~New~~degrees ~~York,~~in ~~Florida,~~industrial distribution and ~~Ontario~~marketing ~~Bar~~from ~~Associations~~the University of Alabama at Birmingham.

~~Jason~~Ryan ~~Chung~~Werner (age 4346) has served as our ~~Executive~~Senior Vice President, ~~Head~~and ofChief ~~Corporate~~Accounting ~~Development~~Officer &since ~~Strategy~~September ~~(“EVP-Head~~2022. ofPreviously, ~~Corporate~~Mr. ~~Development~~Werner &served ~~Strategy”)~~as ~~since~~our ~~July~~Vice ~~2023,~~President ~~and Head~~ of ~~Corporate~~Finance ~~Development & Strategy~~ from ~~June~~March ~~2022~~2021 to ~~July~~September ~~2023~~2022. Mr. ~~Chung~~Werner ~~spearheads~~is ~~the~~responsible ~~coordination~~for ofthe ~~Riot's~~leadership ~~corporate~~and ~~development,~~oversight ~~capital~~of ~~markets,~~our ~~and~~public ~~investor~~accounting ~~relations~~function, ~~efforts.~~leading ~~Mr.~~the ~~Chung~~Company’s ~~brings~~team ~~two decades~~ of ~~experience~~accounting ~~in investment banking~~ and ~~a wealth of knowledge in corporate~~ finance ~~to Riot~~professionals. Prior to joining Riot, Mr. ~~Chung~~Werner ~~served~~was asa ~~Managing~~Senior Director, ~~M&A,~~Real atEstate ~~Nomura~~and ~~Holdings,~~Transactions ~~Inc.~~Accounting ~~from~~at ~~March~~UDR, ~~2017~~an ~~through~~S&P ~~June~~500 ~~2022~~constituent and ~~Executive~~multifamily ~~Director,~~real ~~Mergers~~estate &investment ~~Acquisitions~~trust, from March ~~2014~~2013 through ~~December~~March ~~2016~~2021. ~~where~~Mr. heWerner ~~advised~~began ~~global~~his ~~clients~~career ~~on cross-border transactions~~ in ~~the~~Ernst ~~technology~~& ~~sector~~Young’s ~~across~~audit ~~multiple countries~~practice, ~~including~~where ~~the~~he ~~US,~~was ~~Canada,~~a ~~Germany,~~Senior ~~Japan,~~Manager ~~Korea,~~and ~~France,~~specialized ~~and~~in ~~Singapore~~publicly traded companies. Mr. ~~Chung’s~~Werner ~~investment~~is ~~banking~~a ~~career~~Certified ~~spanned~~Public ~~nearly~~Accountant ~~$20 billion in mergers~~ and ~~acquisitions~~holds ~~transactions~~a ~~and~~Master ~~included~~of ~~building~~Accounting and ~~growing~~Information ~~advisory~~Systems ~~teams.~~degree, ~~Mr.~~as ~~Chung~~well isas a ~~CFA charter holder and earned a~~ Bachelor of ~~Commerce~~Science ~~and~~in ~~Finance~~Accounting ~~degree,~~& ~~minoring~~Business inAdministration ~~History~~degree, both from the University of ~~Toronto~~Kansas.

~~Ryan~~Jonathan ~~Werner~~Gibbs (age 4538) has served as our ~~Senior Vice President and~~ Chief ~~Accounting~~Data Center Officer since ~~September~~June ~~2022~~2025. Previously, Mr. ~~Werner~~Gibbs served as ~~our~~Executive Vice President, ofProduct ~~Finance~~Delivery Americas, from ~~March~~August ~~2021~~2023 to ~~September~~June ~~2022.~~2025, ~~Mr.~~and ~~Werner~~Senior isVice ~~responsible~~President, ~~for~~Design ~~the~~and ~~leadership~~Construction ~~and~~from ~~oversight~~July of2021 ~~our~~to ~~public~~November ~~accounting~~2023 ~~function,~~at ~~leading~~Prime ~~the~~Data ~~Company’s~~Centers, ~~team~~an ofinternational ~~accounting~~developer and ~~finance~~owner ~~professionals~~of hyperscale data centers. ~~Prior~~From November 2018 to ~~joining~~January ~~Riot~~2023, Mr. ~~Werner~~Gibbs ~~was~~served aas ~~Senior~~Vice ~~Director~~President, ~~Real~~Mission ~~Estate~~Critical, ~~and Transactions Accounting~~ at ~~UDR~~ARCO/Murray, ana ~~S&P~~national ~~500~~design ~~constituent~~ and ~~multifamily~~construction ~~real~~firm ~~estate~~that ~~investment~~specializes ~~trust,~~in ~~from~~commercial construction ~~March~~and ~~2013~~data ~~through~~center ~~March~~design, ~~2021~~and real estate needs. Mr. ~~Werner~~Gibbs ~~began~~has ~~his~~over ~~career~~15 years of leadership experience in ~~Ernst~~the &global ~~Young’s~~data ~~audit~~center ~~practice~~sector, ~~where~~with hea ~~was~~focus aon ~~Senior~~infrastructure ~~Manager~~design, procurement, construction, and ~~specialized~~sustainability. inThroughout ~~publicly~~his ~~traded~~distinguished ~~companies.~~career, ~~Mr.~~he ~~Werner~~has isoverseen athe ~~Certified~~execution ~~Public~~of ~~Accountant~~data ~~and~~center ~~holds~~platforms atotaling ~~Master~~over one GW of ~~Accounting~~capacity and ~~Information~~managed ~~Systems~~a ~~degree~~design and construction portfolio representing more than $17 billion in capital investments across North America, asEurope, ~~well~~and asAsia. Mr. Gibbs holds a Bachelor of Science degree in ~~Accounting~~Electrical &Engineering ~~Business~~from ~~Administration~~San ~~degree~~Diego State University, ~~both~~specializing ~~from~~in ~~the~~Dynamic ~~University~~and ofMission ~~Kansas.~~Critical Power Systems.

~~Stephen~~There ~~Howell~~are ~~(age~~no ~~49)~~familial ~~has~~relationships ~~served~~among as our ~~Senior~~executive ~~Vice~~officers ~~President~~ and ~~Chief~~any ~~Operating Officer (“COO”) since June 2024~~directors. ~~Mr.~~There ~~Howell~~are ~~has~~no ~~also~~arrangements ~~served~~or asunderstandings ~~Chief~~between ~~Executive~~any ~~Officer at ESS Metron, LLC (“ESS Metron”), a leading manufacturer~~ of ~~power~~our ~~distribution~~executive ~~centers,~~officers ~~portable substations, low~~ and ~~medium~~any ~~voltage~~other ~~switchgear,~~person ~~custom~~pursuant ~~controls and relays since December 2021. Previously, Mr. Howell served as Director of Business Development – South at ESS Metron from October 2019 through December 2021. Prior~~ to ~~his~~which ~~role~~any atsuch ~~ESS~~executive ~~Metron,~~officers ~~Mr.~~were ~~Howell served as VP, Senior Sales Representative at Castleman Power Systems International, LLC, a power developer and technology solutions provider, from October 2011 through October 2019~~selected. From January 2006 through October 2011, Mr. Howell served as Outside Sales Executive for Consolidated Electrical Distributors, an electrical solutions distributor and product supplier. Mr. Howell served as Estimator and Project Manager for Integrated Electrical Services Holdings, Inc., an integrated electrical design and installation company from January 2004 through January 2006, and as Outside Sales Engineer at Eaton Corporation plc, a power management and electrical systems company from January 2000 through January 2004. Mr. Howell holds dual Bachelor of Science degrees in industrial distribution and marketing from the University of Alabama at Birmingham.

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

Corporate Information

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

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

Our website address is www.riotplatforms.com.

Additional Information

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

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are placed on our website as soon as reasonably practicable after their filing with the SEC. The information posted on our website is not incorporated by reference into this Annual Report.

ITEM 1A. RISK FACTORS

~~The~~Our ~~Company’s~~ business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described below. When any one or more of these risks materialize from time to time, ~~the~~our ~~Company’s~~ business, reputation, results of operations, financial condition and stock price can be materially and adversely affected. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties ~~that are~~ not presently known to us or that we currently do not consider to present significant risks to our operations. This section should be read in conjunction with Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~of this Annual Report~~ and the consolidated financial statements and accompanying notes included in this Annual Report.

Risk Factor Summary

Below is a summary of the principal factors that make an investment in our securities speculative or risky.

Risks Related to Our Business

● Our ~~success~~industry ~~depends~~is onevolving ~~external~~and ~~factors~~our ~~affecting~~business ~~the~~model ~~Bitcoin~~is ~~industry~~shifting toward data center development alongside bitcoin mining.

~~The~~● ~~Bitcoin~~Our ~~industry~~data ~~has~~center historically been subject to various risks relating to Bitcoin, as an asset, which have adversely affected the market price of Bitcoin. Ownership of Bitcoin has, historically, been concentrated in a relatively small number of persons or entities that, collectively, hold a significant number of Bitcoin (referred to as “whales” in the Bitcoin industry). While ownership of Bitcoin has diversified significantly in recent years, whales continue to exist whose market activity (e.g., sales of large numbers of Bitcoin) could have an adverse effect on the demand for, and market price of, Bitcoin, which could have an adverse effect on our business ~~and~~strategy results of operation. Further, while larger, increasingly regulated exchanges with greater transparency and oversight have begun to proliferate, the Bitcoin economy remains nascent and largely opaque. The venues for Bitcoin transactions may experience greater operational problems and be exposed to a greater risk of facilitating unethical, fraudulent or illicit transactions (such as “wash trading”), than traditional financial markets and securities exchanges. Digital asset trading platforms may also be susceptible to “front-running” activity, which is the process by which someone uses technology or market advantage to obtain prior knowledge of upcoming transactions allowing bad actors to take advantage of forthcoming price movement and make economic gains at the cost of those who introduced the transactions. Front-running is a frequent activity on centralized and decentralized digital asset trading platforms. Further, venues for Bitcoin transactions do not ~~typically~~perform make complete information regarding their ownership structure, management teams, corporate practices, and regulatory compliance available to the public, who are, therefore, unable to verify the impartiality of such venues in respect of the Bitcoin transactions they facilitate. As a result of such lack of regulation and transparency, as well as the risk posed by Bitcoin whales, wash trading and front-running, the public may lose confidence in Bitcoin transactions and the price integrity of the digital asset, which could adversely affect the market price of Bitcoin, perhaps materially, which would have an adverse impact on our business and results of operationsplanned.

~~There~~● isWe amay ~~finite~~be ~~supply~~unable ofto ~~Bitcoin,~~compete effectively and ~~the~~our ~~number~~business ofand ~~new~~results ~~Bitcoin~~of ~~rewarded~~operations ~~per~~may ~~block~~be ~~algorithmically~~adversely ~~decreases over time, which poses a risk to our business~~affected.

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

We● ~~operate~~There inis a ~~highly~~finite ~~competitive~~supply ~~market~~of bitcoin, and ifthe wedeclining ~~fail~~block toreward ~~grow~~over ~~our~~time ~~hash~~presents ~~rate, in~~ a ~~cost-effective~~risk ~~manner, we may be unable~~ to ~~compete~~our business.

~~Generally,~~● aIf ~~Bitcoin~~we ~~miner’s~~fail ~~chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the miner’s hash rate, relative~~ to ~~the~~grow ~~global~~our ~~network~~ hash rate. Asin ~~greater~~a ~~adoption~~cost-effective ofmanner ~~Bitcoin occurs,~~ we ~~expect~~may ~~that~~be ~~the~~unable ~~demand~~to ~~for~~ compete.

16● We may be unable to access sufficient additional capital needed to grow our business.

~~Table~~● ofOur ~~Contents~~expansion into data centers may divert resources from our existing operations and introduce operational complexity.

~~Bitcoin~~● ~~will~~Our ~~continue~~success toin ~~increase, drawing more mining companies into~~ the ~~industry~~data ~~and~~center ~~thereby~~sector ~~increasing~~depends ~~the~~on ~~global~~our ~~network~~ability ~~hash rate. As new and more powerful miners are deployed, the global network hash rate will continue~~ to ~~increase,~~attract ~~meaning~~qualified a Bitcoin miner’s chance of earning Bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. Accordingly, to compete in this highly competitive industry, we believe we will need to continue to acquire new more effective and energythird-~~efficient~~party ~~miners,~~partners ~~both to replace those lost to ordinary wear-~~and~~-tear~~ ~~and other damage, and to increase our hash rate to keep up with a growing global network hash rate~~customers.

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

● We ~~may~~face bepotential ~~impacted~~reputational, byoperational, ~~macroeconomic~~and ~~conditions~~financial ~~due~~risks tofrom ~~global~~development ~~pandemics, epidemics or outbreaks~~ of ~~disease~~a ~~and~~scalable ~~the~~data ~~resulting~~center ~~global supply chain crisis~~platform.

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

~~Banks~~● ~~and~~We ~~financial institutions~~ may ~~not~~be ~~provide~~unable ~~banking~~to ~~services,~~timely orcomplete ~~may~~our ~~cut~~strategic ~~off~~growth ~~services,~~initiatives towithin ~~businesses~~our ~~that~~anticipated ~~engage~~costs ~~in crypto-related activities~~estimates.

A● ~~number~~Global ofinstability companies that engage in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with crypto may ~~have~~adversely ~~had~~affect and may continue to have their existing bank accounts closed or services discontinued with financial institutions. To the extent that such events may happen to us, and we are unable to secure alternative services, they could have a material adverse effect on our business, ~~prospects~~financial orcondition ~~operations~~ and ~~potentially~~results ~~the value~~ of ~~any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account~~operations.

We● ~~may~~Failure beto ~~unable~~successfully tointegrate ~~access~~acquired ~~sufficient~~businesses ~~additional~~could ~~capital~~negatively ~~for~~impact ~~future~~our ~~strategic~~balance ~~growth~~sheet ~~initiatives~~and results of operations.

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

● We ~~face~~have ~~potential~~financed ~~risks~~growth ~~and~~through ~~challenges~~issuances inof ~~evaluating~~stock and ~~leveraging~~debt and our ~~remaining~~future ~~power~~inability ~~capacity~~to ~~for~~do ~~AI/HPC~~so ~~uses~~on favorable terms could adversely affect us.

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

●

Limited regulation of digital asset exchanges may expose us to negative publicity which could adversely affect an investment in us.

●

We depend on attracting and retaining officers, managers, and skilled professionals.

●

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

●

Changes in U.S. trade policy may have a material adverse impact on our business, financial condition and operations.

Risks Related to the Price of Bitcoin

●

Our ability to achieve profitability is largely dependent on the price of bitcoin, which has historically been volatile.

●

Changes to laws, regulations, or enforcement priorities may adversely impact our Bitcoin Mining and related activities.

●

Exposure to financially troubled cryptocurrency companies may impact our reputation and operational profitability.

●

Our Bitcoin Mining operations may generate less revenue as a result of “halving”.

●

High bitcoin transaction fees may reduce demand for bitcoin and adversely affect our operations and growth.

●

Bitcoin faces scaling obstacles which may adversely affect demand for bitcoin and our Bitcoin Mining operations.

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~~market~~Risks ~~price~~Related ~~for~~to our ~~securities~~Operations ~~may be materially and adversely affected, and the results of our operations and financial condition may suffer.~~

●

We must grow our hash rate relative to the global network hash rate and increasing network difficulty to effectively compete.

●

Our bitcoin miners may not be adaptable to other uses which could adversely affect our business and results of operations.

●

Our reliance on third-party miners may expose our operations to increased risk of design flaws.

●

Our reliance primarily on immersion-cooling exposes us to additional operational and performance risks.

●

Our revenue generation is subject to risks applicable to our mining pool, including risks outside of our control.

●

Our use of third-party mining pools exposes us to certain risks.

●

We may not be able to realize the benefits of forks.

●

We may be exposed to potential liability from claims relating to intellectual property rights.

●

We are subject to counterparty risks, including risks and uncertainties relating to our Custodians.

●

Our limited rights of legal recourse and lack of insurance over bitcoin expose us to the risk of loss for which there may be no adequate remedy.

●

Cyber-attacks, data breaches, or malware may disrupt our operations and expose us to liability, which could harm us.

●

Incorrect or fraudulent bitcoin transactions may be irreversible, and we could lose access to our bitcoin.

●

Our business could be harmed by prolonged power and internet outages, shortages, or capacity constraints.

●

We are subject to risks associated with our need for significant electrical power.

●

Our access to power is dependent on third-party providers and regulators and any adverse action by such entity may have a material adverse effect on us.

●

Certain natural disasters, mechanical failures, cyber incidents, evolving climate and ESG requirements, and other events outside of our control could adversely affect us.

Risks Related to Governmental Regulation and Enforcement

●

Changing environmental regulation and public energy policy may expose our business to new risks.

●

Compliance costs of responding to new and changing regulations could adversely affect our operations.

●

Regulatory changes may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business.

●

Our expanding data center operations may be subject to new or evolving regulatory frameworks.

●

Our interactions with a blockchain may expose us to SDN or blocked persons and new legislation or regulation could adversely impact our business.

●

Bitcoin and bitcoin mining may be made illegal in certain jurisdictions, which could adversely affect our business prospects and operations.

Risks Related to Ownership of Our Common Stock

●

The trading price of shares of our common stock has been subject to volatility.

●

We have issued, and may continue to issue, new shares of our common stock, which has a dilutive effect on existing stockholders.

●

We have a classified Board, which could limit stockholders’ ability to influence our directors’ decision-making.

●

Our Bylaws designate the courts of the State of Nevada as the exclusive forum for certain types of actions which may limit our stockholders’ ability to choose a forum for disputes with us or our directors officers, employees, or agents.

●

Nevada law may discourage, delay or prevent a change in control of our Company, prevent attempts to replace current management and reduce the market price of our stock.

●

Because we do not currently intend to pay any cash dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

●

If we are unable to maintain an effective system of internal control over financial reporting and disclosure controls, we may fail to produce timely and accurate financial statements.

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Risks Related to Our Business

We operate in a rapidly evolving industry and have an evolving business model and strategy, including our increasing focus on constructing and operating data centers, in addition to bitcoin mining.

The digital assets industry is rapidly evolving, and we expect the services, technologies and market dynamics associated with it to continue to change. As a result, aspects of our business model and strategy may need to evolve in order for us to remain competitive and responsive to industry developments. From time to time, we may modify elements of our business model or pursue strategic initiatives that complement our power portfolio and current operations. We are exploring opportunities to expand our revenue sources, including a business transition to constructing and operating data centers which may be used for AI/HPC applications. We cannot assure you that these or any other modifications to our strategy will be successful, that they will achieve their intended objectives, or that they will not adversely affect our business. Strategic changes may also increase the complexity of our operations and place significant demands on our management team, personnel, systems, infrastructure, financial resources, and internal controls.

Additionally, our ability to manage growth effectively is uncertain. Failure to do so could harm our reputation, limit our ability to grow, and negatively affect our operating results. We also may not successfully identify or capitalize on emerging trends or new market opportunities within the digital assets industry, the data center market, or other markets we may pursue, which could result in missed opportunities and competitive disadvantages. Changes to our business model or entry into new markets may further subject us to additional regulatory scrutiny and new or expanded compliance obligations, including licensing, permitting, and other regulatory requirements. Any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition, and results of operations.

Our data center business strategy may not perform as planned.

We believe that transitioning to a data center business has the potential to complement our existing business model by providing more stable, long-term, and higher-margin revenue than our Bitcoin Mining operations. We also believe that leveraging our existing infrastructure to serve data center customers may offer more consistent revenue and lower risk than our traditional Bitcoin Mining business. However, this initiative is in its early stages, and the success of our data center strategy is uncertain and may not develop as anticipated. The performance of our data center business may be affected by various factors, including the availability, reliability, and timing of power supply; increased community scrutiny of data center resource use, including land, water, and power, resulting in stricter requirements from permitting authorities; supply chain disruptions, including constraints in local labor availability; changes in tariff policies or the adoption of more restrictive trade regulations; and our ability to retain or develop the specialized expertise required to operate and scale a data center business. If any of these challenges arise, or if we are otherwise unable to successfully implement or execute our data center strategy, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

We may not be able to compete effectively against our current and future competitors, and if we are unable to effectively innovate or compete, our business and results of operations may be adversely affected.

The industries in which we operate are highly competitive and continuously evolving. We expect competition to further intensify as existing and new competitors introduce new offerings or enhance existing offerings and as the industries that we operate in continue to grow. As we continue to expand in our existing markets and enter new markets, we compete against an increasing number of companies operating both within North America and abroad, that may be more established or have greater financial and other resources and/or expertise. Driven by the proliferation of energy-intensive applications such as bitcoin mining and HPC, demand for energy capacity continues to outpace supply. Our competitors may have greater financial, technical, and operational resources, longer operating histories, and stronger brand recognition than we do. To compete effectively, we must accurately anticipate technological developments, supply chain disruptions and regulatory constraints, our need for additional power and continue to innovate in the design, management, and operation of data centers, including those used to support AI/HPC applications. We may face difficulties expanding and improving our data centers at the pace necessary to remain competitive. Competitors with greater resources, experience, or industry relationships may be better positioned to secure strategic acquisitions, partnerships, or customer relationships that are critical to scaling data center operations. If we are unable to innovate effectively, maintain or grow our data center operations, or compete successfully against current and future competitors, our business, financial condition, and results of operations could be materially and adversely affected. Any such developments could also negatively impact the trading price of our securities.

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Our success depends on external factors affecting the bitcoin industry.

The bitcoin industry has historically been subject to various asset-related risks that have negatively affected bitcoin’s market price. Ownership of bitcoin has traditionally been concentrated among a limited number of holders, whose large positions give them the ability to influence market prices (referred to as “whales”). Although ownership has diversified in recent years, whales remain active in the market, and their trading behavior, such as selling substantial quantities of bitcoin, could adversely affect demand for, and the market price of, bitcoin. Any material decline in the price of bitcoin could adversely affect our business, financial condition, and results of operations. Although larger and increasingly regulated digital asset trading platforms have emerged, the bitcoin market remains nascent and relatively opaque compared to traditional financial markets. Trading venues for bitcoin may experience heightened operational issues and may be more susceptible to unethical, fraudulent, or illicit activities, including “wash trading,” than regulated securities exchanges. Digital asset trading platforms may also be vulnerable to “front-running,” in which market participants exploit technological or informational advantages to trade ahead of known or anticipated transactions for economic gain. Such practices are reported to be relatively common on both centralized and decentralized digital asset platforms. In addition, many bitcoin trading venues do not publicly disclose comprehensive information regarding their ownership structure, governance, corporate practices, or compliance with regulatory requirements. This lack of transparency limits the ability of market participants to assess the integrity or impartiality of these venues. The presence of whales, combined with the bitcoin market’s limited transparency, susceptibility to manipulative trading practices, and comparatively low levels of regulatory oversight, may undermine public confidence in the integrity of bitcoin transactions and the reliability of bitcoin pricing. A resulting loss of confidence or decline in the market price of bitcoin, potentially significant, could adversely affect our business, financial condition, and results of operations.

There is a finite supply of bitcoin, and the declining block reward over time presents a risk to our business.

We generate revenue from Bitcoin Mining operations primarily through the receipt of block rewards for successfully validating transactions and adding new blocks to the Bitcoin blockchain. The total supply of bitcoin is finite, permanently capped at 21.0 million coins, and the number of new bitcoin issued per block decreases approximately every four years pursuant to the bitcoin protocol, in an event commonly referred to as a “halving.” The final bitcoin is expected to be mined around the year 2140. As of December 31, 2025, approximately 20.0 million bitcoin had been mined and were in circulation. As the bitcoin supply approaches its maximum limit, the block reward will continue to decline. Once the final new bitcoin has been issued, miners will no longer receive block rewards and will instead rely solely on transaction fees associated with the blocks they validate. Historically, transaction fees have represented a relatively small portion of total mining revenue. Although transaction fees have increased at various times due to network usage and reduced new-bitcoin issuance, we cannot predict whether such fees will increase, or remain at levels, sufficient to offset the decline in block rewards over time. If transaction fees do not rise to levels that support profitable mining operations, or if the economic incentives to mine otherwise diminish, our ability to generate revenue from Bitcoin Mining could be materially and adversely affected. In such circumstances, our business, financial condition, and results of operations could suffer, and the market price of our securities could be adversely affected.

Bitcoin mining is a highly competitive market, and if we fail to grow our hash rate in a cost-effective manner we may be unable to compete.

A bitcoin miner’s likelihood of successfully validating a block and earning the associated block reward is directly correlated to the miner’s hash rate relative to the global network hash rate. As adoption of bitcoin has increased, demand for bitcoin has drawn additional mining participants into the industry, resulting in sustained growth of the global network hash rate. As more miners enter the market and more efficient mining equipment is deployed, the global network hash rate is expected to continue increasing. Consequently, unless we are able to grow our hash rate at a pace consistent with industry growth, our probability of earning block rewards will decline. To remain competitive, we believe we must continue to obtain and deploy more efficient and energy-effective miners, both to replace units that are lost to ordinary wear-and-tear and to expand our hash rate to keep pace with increases in the global network hash rate. These miners are highly specialized servers that are difficult to manufacture at scale. As a result, only a limited number of suppliers are capable of providing miners in the quantities and performance specifications required by large-scale operators. Demand for new miners typically increases in periods of elevated bitcoin prices, and we have observed corresponding increases in miner pricing during such periods. If we are unable to procure an adequate number of new miners on acceptable terms, or if we are unable to access sufficient capital to fund the acquisition and deployment of such miners, we may be unable to grow our hash rate or maintain our competitive position. Any inability to expand or maintain our hash rate could adversely affect our business, financial condition, and results of operations, and could negatively impact the market price of our securities.

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We may be unable to access sufficient additional capital needed to grow our business.

We expect to require substantial additional capital to support the expansion of our operations, pursue our growth strategies, and respond to competitive pressures or unanticipated working-capital needs. The construction and development of our facilities, and continuation of our miner fleet, are capital-intensive undertakings and we anticipate that our current and future strategic growth initiatives will likewise require significant investment. Although we expect to raise additional capital to fund these initiatives, we may be unable to do so in a timely manner, in the amounts required, or on favorable terms, if at all. If we raise capital through equity financing, our stockholders may experience dilution of their ownership interests, and the market price of our common stock may decline. If we incur additional indebtedness, lenders may have priority over holders of our common stock with respect to repayment and liquidation preferences, and debt financing may be accompanied by restrictive covenants that limit our operational flexibility, including restrictions on incurring additional indebtedness or engaging in certain other corporate activities. We may also be required to comply with financial maintenance covenants, such as minimum liquidity or leverage ratios, which may not align with the interests of our stockholders. If we are unable to raise the additional capital needed to fund our strategic growth initiatives, we may be less competitive in our industry, and our business, financial condition, and results of operations could be materially and adversely affected.

Our expansion into data centers may divert resources from our core Bitcoin Mining operations, limit our power capacity for mining, and introduce operational complexity.

Although we intend to continue certain of our Bitcoin Mining operations, our strategic expansion into data center development may divert capital, personnel, infrastructure and other resources away from our mining business. In particular, allocating power capacity to data center workloads may reduce the power available for bitcoin mining, which is a highly competitive and capital-intensive industry. Reduced power availability for mining could limit our ability to deploy additional hash rate at the pace of our competitors, potentially diminishing our market position and profitability. Operating multiple distinct business lines may also increase operational complexity and place additional demands on our management, technical teams, and support personnel. Managing these competing priorities may strain our resources, increase the risk of operational inefficiencies, and negatively affect our overall performance, strategic execution, and financial results. Any such developments could materially and adversely affect our business, prospects, financial condition, and results of operations.

Our success in the data center sector depends on our ability to attract and retain qualified third-party partners and customers.

We are relying on third-party consultants, vendors, and potential customers to support the development and commercialization of the data center infrastructure. Our ability to generate revenue from this initiative depends on securing long-term, creditworthy customers and partners. If we are unable to do so, or if these parties fail to perform as expected, our investment may not yield the anticipated returns.

If we incorrectly estimate our data center lease capacity requirements and related capital expenditures, our results of operations could be adversely affected.

We are continuously evaluating our data center lease capacity requirements in order to effectively manage our capital expenditures and operating results. However, we may be unable to accurately project our future capacity needs or sufficiently allocate resources to address such needs. If we underestimate these requirements, we may not be able to provide sufficient service to tenants or may be required to limit new tenants, both of which may materially and adversely impair our results of operations.

We face potential reputational, operational, and financial risks arising from our development of a scalable data center platform for data center operations.

The demand for power to support data centers, including AI/HPC workloads, has increased significantly, and we believe that by allocating a portion of our available power capacity to AI/HPC customers, while continuing to operate our bitcoin mining business, may create long-term value for our stockholders. We are in the process of developing scalable data center platforms at our Corsicana Facility and Rockdale Facility. As we pursue this expansion, we may face reputational harm, liability exposure, and adverse financial impacts arising from perceptions that we are shifting away from our core bitcoin-mining business, challenges associated with execution or integration, or increased scrutiny from investors and participants in the broader digital asset industry. Any perception that we are deprioritizing bitcoin mining could adversely affect our relationships with certain stakeholders, including investors, employees, and members of the crypto community. Data center customers also generally have heightened expectations regarding uptime, data integrity, cybersecurity, sustainability, and operational reliability. Any failure to meet these expectations, or any adverse incident involving our data center operations, could damage our reputation and credibility and negatively affect customer relationships. If we are unable to maintain or enhance our reputation, successfully execute our data-center strategy, or adapt to

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changes in the competitive or regulatory landscape, our business, financial condition, and the market price of our securities could be materially and adversely affected.

Banks and financial institutions may not provide, or may discontinue, banking services to businesses engaged in crypto-related activities.

A number of companies that engage in bitcoin or other cryptocurrency-related activities have experienced difficulty obtaining or maintaining banking and other financial services. Financial institutions have, in some cases, closed existing accounts or discontinued services for companies, individuals, and businesses associated with digital assets. Regulatory scrutiny of the digital asset industry, evolving compliance expectations, and de-risking initiatives by banks may further restrict access to banking and payment services for companies operating in this sector. If banks or other financial institutions decline to provide services to us, limit the services available to us, or discontinue services that we rely on, we may experience operational disruptions, increased costs, or delays in accessing funds. If we are unable to secure alternative banking or financial services on commercially reasonable terms, or at all, our business, prospects, financial condition, and results of operations could be materially and adversely affected. Such developments could also negatively impact the value of any bitcoin or other digital assets that we mine, acquire, or hold for our own account.

We may not be able to timely complete our future strategic growth initiatives or within our anticipated costs estimates, if at all.

Our strategic growth initiatives may require the construction, expansion or conversion of associated power facilities,. ~~which~~These ~~may~~activities expose us to ~~significant~~ risks that ~~we may otherwise not be exposed to~~include, ~~including~~among ~~risks related to~~others: construction delays; ~~lack~~shortages of ~~availability of~~ parts ~~and/~~or labor,; increased ~~prices~~equipment asand amaterials ~~result~~costs, inincluding ~~part,~~those ofdriven by inflation,; ~~and~~ delays ~~for~~in receiving data center ~~equipment~~components; labor disputes ~~and~~or work stoppages, including ~~interruptions~~those inarising ~~work~~from ~~due to~~ pandemics or other public health ~~crises~~emergencies; unanticipated environmental ~~issues~~conditions ~~and~~or geological ~~problems~~issues; delays ~~related~~in toobtaining ~~permitting~~necessary permits, licenses, and approvals ~~to commence operations~~ from ~~public~~governmental agencies ~~and~~or utility ~~companies~~providers; delays in site readiness ~~leading~~that tocould ~~our~~prevent ~~failure~~us tofrom ~~meet~~meeting contractual commitments; ~~made~~and indelays ~~connection~~or ~~with~~suspensions ~~such~~related ~~expansion;~~to evaluations of prospective growth projects. Construction projects also depend heavily on the skill, reliability, and ~~delay~~financial stability of designers, general contractors, subcontractors, and key suppliers. If any such party encounters financial difficulties, operational issues, or ~~halts~~performance ~~related~~problems during the design or construction process, we could experience significant delays, cost overruns, and other adverse impacts on expected project returns. If we are unable to ~~evaluations~~mitigate ofthese ~~strategic~~risks and complete our growth initiatives. on schedule and within our anticipated budget, if at all, such delays or failures could prevent us from realizing expected benefits from these initiatives and could materially and adversely affect our business, financial condition, and results of operations.

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

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

Global economic and geopolitical events, policies and conflicts may adversely affect our business, financial condition and results of operations.

We may be exposed to price volatility and uncertainty in our supply chain due to geopolitical crises and economic downturns such as recessions, rising inflation, tariffs, social, political and economic risks, conflicts and acts of war, sanctions and other restrictive actions by the United States and/or other countries. Changes in policy positions and priorities from the ~~new~~ U.S. government administration could increase this price volatility and uncertainty. Such crises will likely continue to have an effect on our ability to do business in a cost-effective manner. Inflationary pressures, as well as disruptions in our supply chain, have increased the costs of goods, services and personnel, which have in turn caused our capital expenditures and operating costs to rise. Additionally, these crises may discourage investment in ~~Bitcoin~~bitcoin and investors may shift their investments to less volatile assets. The effects of such global economic shifts, worsening inflationary issues, changes in policy, and geopolitical events could adversely affect our ability to access the capital and other financial markets, as such, we may be required to consider alternative sources of funding for our growth and operations which may increase our cost of capital. Such events and conditions could have a materially adverse effect on our business, operations, or financial results and the value of the ~~Bitcoin~~bitcoin we mine.

Failure to successfully integrate acquired businesses could negatively impact our balance sheet and results of operations.

Strategic acquisitions, such as the Block Mining Acquisition and the E4A Solutions Acquisition, both in 2024, and the ~~acquisitions~~ acquisition of Whinstone US, Inc. (“Whinstone”) and ESS Metron, ~~both~~ in 2021, are ~~key~~important tocomponents of our growth strategy. The success of any acquisition depends, in part, on our ability to effectively integrate the acquired business and realize ~~the~~ anticipated synergies. Integration efforts may involve unforeseen difficulties, require significant attention from management, and necessitate reallocating financial and operational resources. We may encounter challenges in the integration process, including difficulties associated with managing a ~~disproportionate~~larger ~~amount~~and ofmore ~~our~~complex ~~management’s~~organization ~~attention~~; aligning administrative, operational, and ~~may~~corporate ~~necessitate~~structures; ~~reallocating~~integrating ~~resources~~internal controls, ~~both~~processes, ~~financial~~and orpolicies; ~~otherwise~~reconciling differing business cultures; hiring and retaining key employees; harmonizing compensation and benefits programs; coordinating geographically dispersed operations; and executing our business strategy across the combined organization.

We may encounter challenges in the integration process, including: difficulties associated with managing the resulting larger and more complex company, aligning administrative and corporate structures, standards, controls, procedures and policies, integrating business cultures, hiring and retaining key employees, conforming compensation and benefits structures, coordinating geographically dispersed operations, and delivering on our strategy going forward.22

Acquisitions may expose us to new liabilities and risks, some of which may be unknown. Although we and our advisors conduct due diligence on the operations of the businesses we acquire, there can be no guarantee that we are aware of all liabilities associated with an acquired company. These liabilities, and any additional risks and uncertainties related to an acquired company not known to us or that we may deem immaterial or unlikely to occur at the time of the acquisition, could negatively impact our future business, financial condition, and results of operations.

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WeAcquisitions ~~can~~may ~~give~~also noexpose ~~assurance~~us ~~that~~to weadditional ~~will~~liabilities beand ~~able~~risks, tosome ~~effectively~~of ~~integrate~~which ~~and~~may ~~manage~~be unknown at the ~~operations~~time of ~~any~~acquisition. ~~acquired~~Although ~~business~~we orconduct ~~realize~~extensive ~~anticipated~~due ~~synergies.~~diligence, ~~Failure~~we tocannot ~~successfully~~guarantee ~~integrate~~that we will identify all material issues, liabilities, or risks associated with an acquired business. ~~could~~Any ~~have~~such aunknown ~~material~~or ~~adverse~~unanticipated ~~effect~~liabilities, onwhether financial, legal, regulatory, operational, or otherwise, could materially and adversely affect our business, financial condition, and results of operations.

We can give no assurance that we will be able to successfully integrate and manage acquired businesses, achieve expected synergies, or realize the benefits we anticipate. Failure to do so could have a material adverse effect on our financial condition, results of operations, and ability to execute our growth strategy.

We may experience increased compliance costs as a result of our strategic acquisitions.

Future strategic acquisitions may ~~come~~impose ~~with~~ substantial compliance ~~burdens~~obligations, ~~potentially~~including ~~limiting~~additional ~~our~~reporting, ~~ability~~regulatory, tooperational, ~~achieve~~and ~~the~~internal-control ~~anticipated benefits of such acquisitions~~requirements. These ~~burdens~~obligations may ~~require~~increase our ~~management~~costs and ~~personnel~~require tosignificant ~~divert~~ attention from management and other ~~functions~~personnel, ~~increasing~~diverting ~~costs~~resources from existing operations and ~~diverting~~other ~~resources~~strategic priorities. AsIncreased acompliance ~~result,~~burdens may also limit our ability to ~~realize~~achieve the ~~expected~~anticipated ~~advantages~~benefits of such ~~strategic~~ acquisitions. If we are unable to effectively manage these compliance requirements, our ability to realize expected advantages from acquired businesses may be ~~affected~~reduced, and our business, ~~results~~financial ~~of operations~~condition, and ~~financial~~results ~~condition~~of ~~may~~operations ~~suffer~~could asbe amaterially ~~result~~and adversely affected.

We have financed our strategic growth ~~primarily~~through byissuances ~~issuing new shares~~ of ~~our~~ common stock ~~in public offerings~~ and ~~the issuance of~~ debt and ~~plan~~expect to ~~raise~~continue raising additional capital ~~through similar offerings~~ in the future, and our inability to do so on favorable terms ~~may~~could adversely affect our operations and the market price of our securities.

We have ~~raised~~historically ~~capital~~financed ~~to finance~~ the strategic growth of our business through public offerings of our common stock and the issuance of debt, and ~~plan~~expect to raise additional capital through similar ~~offerings~~financing activities to ~~fund~~support our current and future expansion initiatives. We may not be able to ~~secure~~obtain additional ~~debt~~equity or ~~equity~~debt financing on favorable terms, ifor at all,. ~~which~~Any inability to secure necessary financing could hinder our growth and adversely impact our operations. Market disruptions in the digital asset industry may also affect our access to capital. In 2022 and 2023, aseveral ~~number of~~ digital asset platforms and exchanges filed for bankruptcy ~~and/~~or became ~~the~~subject ~~subjects~~to ofgovernment ~~investigation~~investigations byrelating ~~various governmental agencies for~~to, among other things, alleged fraud. These ~~disruptions~~events contributed to volatility and reduced confidence in the ~~crypto~~digital asset ~~market~~ecosystem and may negatively impact our ability to obtain ~~favorable~~ financing on acceptable terms. If we raise additional equity ~~financing~~capital, our stockholders may experience dilution of their ownership interests, and the ~~per~~market ~~share~~price ~~value~~ of our common stock ~~could~~may decline. If we are unable to generate sufficient cash flows to support our strategic ~~growth~~initiatives, we may be required to ~~adopt~~implement ~~one~~alternative ~~or more alternatives~~measures, ~~such~~including as reducing or delaying ~~investments or~~ capital expenditures, selling assets, or ~~obtaining~~pursuing additional equity financing on terms that may be onerous or highly dilutive. ~~Furthermore,~~If as we ~~engage~~incur inadditional ~~debt financing~~indebtedness, inlenders ~~the~~may ~~event~~have ofpriority ~~bankruptcy,~~over ~~the~~ holders of ~~any~~our ~~debt~~common westock ~~issue~~with ~~would~~respect ~~likely~~to ~~have~~repayment ~~priority~~and ~~over~~liquidation ~~the~~preferences ~~holders of shares of our common stock~~ in ~~terms~~the ofevent ~~order~~ of ~~payment~~bankruptcy ~~preference~~or liquidation. WeDebt financing may bealso ~~required~~include torestrictive ~~accept~~covenants ~~terms~~ that ~~restrict~~limit our ability to incur additional ~~debt~~indebtedness or take other actions, ~~including~~and ~~accepting~~may ~~terms that~~ require us to maintain ~~specified~~certain liquidity or ~~other~~financial ratios that ~~could~~may ~~otherwise~~ not bealign inwith the interests of our stockholders. Any of these events could adversely affect our business, financial condition, results of operations, and the market price of our securities.

We have a history of operating losses, and we may report additional operating losses in the future.

~~Our~~We ~~primary focus is on vertically integrating our Bitcoin mining, and we~~ have recorded historical operating losses and negative cash ~~flow~~flows from ~~our~~ operations, ~~when~~particularly during periods in which the value of ~~Bitcoin~~the bitcoin we ~~mine~~mined ~~does~~did not exceed ~~our~~the associated ~~costs.~~operating, ~~Further~~energy, aspersonnel, and capital costs of our Bitcoin Mining activities. As part of our strategic growth plans, we have made, ~~capital~~and ~~investments~~expect into ~~expanding~~continue ~~and~~making, ~~vertically~~significant ~~integrating~~capital ~~our~~investments ~~Bitcoin~~into ~~Mining~~data center operations, ~~increasing~~increase our ~~employee base~~workforce, and ~~incurring~~support ~~additional~~the ~~costs~~ownership ~~associated~~and ~~with~~operation ~~owning~~of ~~and~~our ~~operating~~Facilities. aThese ~~self-mining~~investments ~~facility.~~increase ~~However,~~our ~~future~~cost ~~market~~base ~~prices~~and ofmay ~~Bitcoin~~contribute to future losses if we are ~~difficult~~unable to ~~predict,~~generate ~~and~~sufficient werevenue ~~cannot~~to ~~guarantee~~offset ~~that~~these ~~our~~expenses. ~~future~~We ~~Bitcoin~~cannot ~~Mining~~assure you that our revenue will exceed our associated costs or that we will achieve or maintain profitability. Continued operating losses could materially and adversely affect our business, financial condition, and results of operations.

The ~~lack~~limited of regulation of digital asset exchanges on which ~~Bitcoin,~~bitcoin and other cryptocurrencies, are traded on may expose us to the effects of negative publicity ~~resulting~~associated ~~from~~with fraudulent ~~actors~~or inunstable ~~the~~market ~~cryptocurrency~~participants, ~~space~~which ~~and~~could ~~can~~ adversely affect an investment in ~~the Company~~us.

The digital asset exchanges on which ~~Bitcoin~~bitcoin is traded are relatively new and, ~~largely~~in many jurisdictions, remain unregulated. Many ~~digital~~such ~~asset~~ exchanges do not provide the public with ~~significant~~comprehensive information regarding their ownership ~~structure~~, management ~~teams~~, corporate governance, business practices, or regulatory compliance. As a result, the marketplace may lose confidence in, orthese ~~may~~exchanges or experience ~~problems~~disruptions ~~relating~~associated ~~to,~~with ~~such~~their ~~digital asset exchanges~~operations, including ~~prominent~~with respect to exchanges ~~handling~~that handle a significant ~~portion of the~~ volume of digital asset trading. In 2022 and 2023, aseveral ~~number of~~ digital asset exchanges filed for bankruptcy ~~proceedings~~protection and/or became ~~the~~subject ~~subjects~~to ofinvestigations ~~investigation~~ by ~~various~~ governmental ~~agencies~~authorities ~~for,~~regarding ~~among~~alleged ~~other things,~~ fraud, ~~causing~~and aother ~~loss~~misconduct. ofThese ~~confidence~~events ~~and~~generated ansignificant ~~increase in~~ negative publicity for the digital asset ecosystem. As a result, many digital asset markets, including the market for Bitcoin, have experienced increased price volatility. The Bitcoin ecosystem may continue to be negatively impacted and experience long term volatility if public confidence decreases.

These events are continuing to develop and it is not possible to predict, at this time, every risk that they may pose to us, our service providers, or the digital asset industry as a whole. A perceived lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government-mandated regulation, or fraud may reduce confidence in digital asset networks and result in greater volatility in cryptocurrency values. These potential consequences of a digital asset exchange’s failure could have a material adverse effect on the market price for our securities.23

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broader digital asset ecosystem and contributed to increased price volatility across many digital asset markets, including the market for bitcoin. A continued loss of public confidence in digital asset exchanges may negatively impact the bitcoin ecosystem as a whole and may result in sustained or increased volatility.

These developments remain ongoing, and it is not possible to predict all of the risks that may arise for us, our counterparties, our service providers, or the digital asset industry generally. A perceived lack of stability in the digital asset exchange market as well as the failure, temporary shutdown, or restriction of exchanges due to operational issues, cybersecurity breaches, fraud, insolvency, or government-mandated regulation—may erode confidence in digital asset networks and contribute to further volatility in cryptocurrency prices. Any such consequences could materially and adversely affect the market price of our securities.

We depend on attracting and retaining officers, managers, and skilled professionals.

Our success depends on our ability to ~~hire~~attract, retain and motivate ~~talented leadership~~qualified officers, managers, and skilled professionals. WeCompetition ~~cannot~~for ~~guarantee~~experienced ~~employee~~personnel, ~~retention~~particularly those with technical, ~~which~~operational, or industry-specific expertise, is intense, and we may ~~inhibit~~be unable to retain existing employees or hire additional personnel on acceptable terms. The loss of key employees or our inability to effectively recruit and develop talent could impair our management ~~functions~~capabilities, strategic ~~development~~execution, and other critical functions. ~~Our~~Human ~~growth~~capital constraints may bealso ~~constrained~~limit byour ~~human~~ability ~~capital~~to ~~resource~~support ~~limitations~~ongoing asoperations weor ~~compete~~achieve ~~with~~our ~~other~~growth ~~companies~~objectives. ~~for~~As ~~skilled~~our ~~employees.~~business ~~Strategic~~grows ~~action~~and ~~must~~evolves, bewe ~~taken~~must tocontinue ~~expand~~expanding and ~~develop~~developing our ~~pool~~leadership ofteam ~~management~~ and skilled ~~employees~~workforce. toIf ~~meet~~we ~~the~~fail ~~demands~~to ofattract ~~our~~or ~~corporate~~retain ~~functions.~~the Ifpersonnel wenecessary ~~are not able~~ to domeet sothese demands, our business, ~~and~~growth ~~thus~~prospects, ~~our~~financial ~~ability~~condition, toand ~~grow,~~results ~~may~~of operations could be materially and adversely affected.

Macroeconomic, geopolitical, and public health events, and the resulting supply chain disruptions and inflationary pressures, could adversely affect our business, financial condition, and results of operations.

Our business may be adversely affected by global economic conditions, geopolitical developments and conflicts, shifts in governmental policy, trade restrictions, and public health events, including pandemics, epidemics, or other disease outbreaks. These events can contribute to port congestion, supplier shutdowns, logistics delays, and increased freight and transportation costs, all of which may result in higher expenses to procure and deploy new miners and acquire other critical materials needed for our expansion initiatives. We may also experience volatility and uncertainty in our supply chain resulting from recessions, inflation, tariffs, sanctions, and other restrictive actions by the United States or foreign governments, as well as broader social, political, and economic risks, including acts of war or regional instability. Changes in domestic or foreign policy priorities may further heighten such volatility.

Miner manufacturers have been affected by constrained semiconductor supply—particularly shortages involving the highly specialized ASIC chips used in bitcoin miners—as well as increased labor costs and broader disruptions to global supply chains. These factors have contributed to higher prices for new miners and may continue to do so. Inflationary pressures, combined with supply chain challenges, have increased the cost of goods, services, and personnel, raising both our capital expenditures and operating costs. Until these global pressures ease, we expect to continue incurring elevated costs to obtain and deploy miners, and we may face difficulties securing the materials or pricing necessary to support our growth plans. Adverse macroeconomic, public health, or geopolitical developments may also reduce market confidence in Bitcoin, shift investor preferences toward less volatile assets, and impair our access to capital or other financial markets, potentially increasing our cost of capital. Any of these events could have a material adverse effect on our business, operations, financial results, and the value of the bitcoin we mine.

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, financial condition and results of operations.

To maintain and further develop our Bitcoin Mining operations, we must procure mining hardware and other specialized technology. Additionally, the development and potential expansion of our Facilities requires large quantities of construction materials, specialized electricity distribution equipment and other critical components, all of which are in high demand and may be difficult to source. While we proactively procure products and materials from our suppliers in sufficient quantities to facilitate deployment at scale, we cannot predict the effect of the existing or future U.S. tariffs on imports, or the extent to which other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of products and materials we require for our operations, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business, financial condition, and results of operations.

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Risks Related to the Price of Bitcoin

Our ability to achieve profitability is largely dependent on the price of ~~Bitcoin~~bitcoin, which has historically been volatile.

Our ability to achieve ~~profitability~~and ismaintain ~~largely~~profitability ~~based~~depends significantly on ~~our~~the ~~assumptions~~market ~~regarding~~price ~~the~~of ~~future~~bitcoin. ~~value~~The price of ~~Bitcoin~~bitcoin has experienced substantial historical volatility, ~~which~~including ~~has~~its ~~been~~recent ~~subject~~decline tobeginning ~~significant~~in ~~historical~~October ~~volatility~~2025, and may becontinue ~~subject~~to fluctuate widely due to ~~influence~~a ~~from~~variety of factors, including the actions of malicious or manipulative actors, ~~real~~perceived or ~~perceived~~actual scarcity, political, or economic developments, ~~and~~ regulatory ~~conditions~~changes, and market speculation ~~creating~~that ~~price~~may ~~volatility~~contribute orto “bubble” -type ~~risks for the trading~~ price ~~of Bitcoin~~dynamics. Unlike traditional ~~stock~~securities exchanges, which ~~require~~impose ~~issuers to comply with~~ rigorous listing standards and ~~rules,~~maintain ~~and~~extensive ~~monitor~~oversight ~~transactions~~of ~~for~~trading ~~fraud and other improprieties~~activity, ~~markets~~many ~~for~~cryptocurrency ~~cryptocurrencies~~trading ~~tend~~platforms toare belightly ~~underregulated, if~~ regulated ator ~~all~~unregulated. InMarkets ~~general,~~with less stringent ~~markets~~oversight ~~are~~may ~~perceived~~pose toincreased ~~have~~risks ~~a higher risk~~ of fraud, or manipulation, and ~~any~~other ~~lack~~abusive ofpractices. ~~oversight~~Any such real or perceived lack of transparency, stability, or oversight could ~~reduce~~undermine confidence in the ~~price~~integrity of ~~Bitcoin~~bitcoin markets and ~~other cryptocurrencies, which could~~ adversely affect the price of ~~Bitcoin~~bitcoin. As disclosed in Part I, Item 1. “Business” of this Annual Report, under the subheading “Regulatory,” Bitcoin and crypto asset markets generally may be subject to increased scrutiny and regulation by the U.S. legislature and government agencies, and such evolving regulatory and legal environment may impact our Bitcoin mining and other activities.

~~These~~As ~~factors~~disclosed ~~make~~in itPart ~~difficult~~I, toItem ~~accurately~~1. ~~predict~~“Business” ~~the~~- ~~future~~“Regulatory” ~~market price~~ of ~~Bitcoin~~this ~~and~~Annual ~~may also inhibit consumer trust in~~Report, bitcoin and ~~market~~other ~~acceptance~~crypto ~~of,~~asset ~~cryptocurrencies~~markets asmay abe ~~means~~subject ofto ~~exchange,~~increased ~~which~~scrutiny ~~could~~and ~~limit~~regulation by the ~~future~~U.S. ~~adoption~~Congress ~~of Bitcoin~~ and, asgovernmental ~~a result, our assumptions could prove incorrect~~agencies. IfChanges ~~our~~to ~~assumptions~~laws, ~~prove~~regulations, ~~incorrect~~or ~~and~~enforcement ~~the~~priorities—whether ~~future~~directed ~~price~~at ofdigital ~~Bitcoin~~assets, ismining ~~not~~operations, ~~sufficiently~~trading ~~high~~platforms, ~~our~~or ~~income~~participants—may ~~from~~adversely impact our Bitcoin Mining ~~operations may not exceed our costs,~~ and ~~our~~related ~~operations may never achieve profitability~~activities.

~~Bitcoin~~These ~~market~~regulatory ~~exposure~~factors and changes to ~~financially~~laws, ~~troubled~~regulations, ~~cryptocurrency-related~~or ~~companies~~enforcement ~~may~~priorities ~~impact~~make ~~our~~it ~~reputation,~~difficult to accurately predict the future price of ~~Bitcoin~~bitcoin and ~~the~~may ~~profitability~~reduce consumer trust or market acceptance of cryptocurrencies as a means of exchange or store of value. If our assumptions regarding bitcoin’s future price prove incorrect and bitcoin prices are not sufficiently high, revenue from our Bitcoin Mining operations may not exceed our costs, and we may be unable to achieve or sustain profitability. Any such developments could materially and adversely affect our business, financial condition, and results of operations.

~~The failure of several crypto platforms has impacted and may continue to impact the broader crypto economy; the full extent of these impacts may not yet be known.~~ Bitcoin ismarket ~~subject~~exposure to ~~price~~financially ~~volatility~~troubled ~~resulting from financial instability, poor business practices, and fraudulent activities of players in the broader~~ cryptocurrency ~~market. When investors in cryptocurrency and cryptocurrency~~-~~based~~related companies ~~experience financial difficulty as a result of price volatility, poor business practices, and/or fraud, it has caused, and~~ may ~~continue~~impact toour ~~cause~~reputation, ~~loss of confidence in~~ the ~~cryptocurrency~~price ~~space, reputational harm to cryptocurrency assets, heightened scrutiny by regulatory authorities and law makers, and a steep decline in the value~~ of ~~Bitcoin,~~bitcoin ~~among other material impacts. Such adverse effects have affected,~~ and ~~may in~~ the ~~future, affect the~~ profitability of our Bitcoin Mining operations.

The failures of several cryptocurrency platforms and related businesses have had, and may continue to have, adverse effects on the broader digital asset ecosystem. The full extent of these impacts may not yet be known. Bitcoin isprices ~~subject~~have historically been affected by financial instability, poor business practices, and fraudulent activities involving participants in the wider cryptocurrency market. When investors in cryptocurrency or cryptocurrency-related companies experience financial distress due to ~~halving~~price volatility, operational failures, or fraud, such events have resulted in loss of confidence in the digital asset sector, reputational harm to cryptocurrency assets, heightened regulatory and legislative scrutiny, and significant declines in the market value of bitcoin. These adverse effects have previously impacted, and may in the future impact, the profitability of our Bitcoin Mining operations. ~~may~~If ~~generate~~bitcoin ~~less~~prices ~~revenue~~decline asmaterially aor ~~result~~if reputational or regulatory pressures intensify within the cryptocurrency market, our business, financial condition, and results of operations could be materially and adversely affected.

AsBitcoin ~~disclosed~~and inthe ~~Part I,~~broader ~~Item 1.~~digital ~~“Business”~~asset ofecosystem ~~this~~have ~~Annual~~also ~~Report,~~been ~~under~~negatively ~~the~~impacted ~~subheading~~by ~~“Halving~~bankruptcies,” ~~the~~restructurings, ~~number~~and offorced ~~new~~liquidations ~~Bitcoin~~of ~~awarded~~certain ~~for~~cryptocurrency ~~solving~~exchanges, alenders, ~~block~~funds, isand ~~cut~~other inmarket ~~half – hence~~participants, ~~“halving” –~~and atadditional ~~mathematically~~failures ~~predetermined~~or ~~intervals.~~distress ~~The~~events ~~next~~could ~~halving~~further ~~for~~depress ~~the~~bitcoin ~~Bitcoin~~prices ~~blockchain~~or isreduce ~~currently~~liquidity. ~~anticipated~~Any tosustained ~~occur~~reduction in ~~mid-2028.~~the ~~While~~price ~~Bitcoin~~of ~~prices~~bitcoin ~~have~~or ~~historically~~market ~~increased around these halving events~~liquidity, ~~there~~or isany noassociated ~~guarantee~~deterioration ~~that~~in ~~the~~sentiment ~~price~~toward ~~change will be favorable or would compensate for~~ the ~~reduction~~digital inasset ~~mining~~sector, ~~rewards.~~could Ifadversely aaffect ~~corresponding~~our ~~and~~reputation, ~~proportionate~~ increase inour ~~the~~cost ~~price~~ of ~~Bitcoin~~capital, ~~does~~and ~~not~~negatively ~~follow~~impact ~~future halving events,~~ the ~~revenue~~profitability weof ~~earn from~~ our Bitcoin Mining operations ~~would see a decrease, which could have a material adverse effect on our results of operations and financial condition~~.

~~Transaction~~Bitcoin ~~fees~~is ~~may~~subject ~~decrease~~to ~~demand~~“halving” ~~for~~and our Bitcoin ~~and~~Mining ~~prevent~~operations ~~expansion~~may generate less revenue as a result.

As ~~the~~disclosed ~~number~~in ofPart I, ~~Bitcoin~~Item 1. ~~currency~~“Business” ~~rewards~~of ~~granted~~this ~~for~~Annual ~~solving~~Report, aunder ~~block in~~ the ~~Bitcoin~~subheading ~~blockchain has decreased~~“Halving,” ~~transaction~~the ~~fees~~number ~~have~~of ~~increasingly~~new ~~been~~bitcoin ~~used~~awarded to ~~incentivize~~ miners tofor ~~continue~~solving toa ~~contribute~~block tois ~~the~~reduced ~~Bitcoin~~by ~~network.~~50%—a ~~However,~~process ~~high~~known ~~Bitcoin~~as ~~transaction~~“halving”—at ~~fees~~mathematically ~~may~~predetermined ~~slow~~intervals. ~~the~~The ~~adoption~~next ofhalving ~~Bitcoin~~event asis acurrently ~~means~~expected ofto ~~payment,~~occur ~~which~~in ~~may~~mid-2028. ~~decrease~~Although ~~demand~~bitcoin ~~for~~prices ~~Bitcoin~~have, ~~and~~at ~~future~~times, ~~prices~~increased ofaround ~~Bitcoin~~prior ~~may~~halving ~~suffer~~events, asthere ais ~~result.~~no Ifassurance ~~Bitcoin~~that ~~prices~~future ~~are~~halving ~~not~~events ~~sufficiently~~will ~~high,~~result ~~our~~in ~~Bitcoin~~favorable ~~Mining~~price ~~revenue~~movements ~~may~~or ~~not~~that ~~exceed~~any ~~our~~such ~~associated~~price ~~costs,~~increases ~~and~~would ~~our~~be ~~results~~sufficient ofto ~~operations~~offset ~~and~~the ~~financial~~reduction ~~condition~~in ~~may~~block ~~suffer~~rewards. ~~Further,~~If ~~because~~a ~~the~~corresponding ~~price~~and ofproportionate ~~shares~~increase ofin ~~our~~the ~~common~~market ~~stock~~price ~~may~~of bebitcoin ~~linked~~does tonot ~~the~~occur ~~price~~following offuture ~~Bitcoin~~halving events, ifthe ~~demand~~revenue ~~for~~we ~~Bitcoin~~earn ~~decreases,~~from ~~causing~~our ~~future~~ Bitcoin ~~prices~~Mining tooperations will decrease,. ~~the~~Any ~~market~~such ~~price~~decline ofin ~~our~~mining ~~securities~~revenue ~~may~~could behave ~~materially~~a ~~and~~material ~~adversely~~adverse ~~affected,~~effect ~~limiting~~on our ~~ability~~business, tofinancial ~~raise~~condition, ~~additional~~and ~~capital~~results toof ~~fund our strategic growth plans~~operations.

20High bitcoin transaction fees may reduce demand for bitcoin and adversely affect our Bitcoin Mining operations and growth prospects.

As block rewards on the Bitcoin blockchain decline over time, transaction fees have become an increasingly important incentive for miners to continue supporting the network. However, elevated transaction fees may limit the adoption of bitcoin as a means of

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payment by making bitcoin transactions less practical or cost-effective for users. Reduced adoption could decrease demand for bitcoin, negatively impact future bitcoin prices, and increase price volatility. If bitcoin prices do not remain sufficiently high, the revenue we generate from our Bitcoin ~~faces~~Mining ~~significant~~operations ~~scaling~~may ~~obstacles~~not ~~that~~exceed ~~can~~our ~~lead~~associated costs, which could adversely affect our results of operations and financial condition. In addition, because the market price of our common stock may be linked to ~~high~~the ~~fees~~price of bitcoin, any decline in bitcoin demand or ~~slow~~market ~~transaction~~value ~~settlement~~could ~~times~~materially and adversely affect the trading price of our securities and could impair our ability to raise additional capital to fund our strategic growth initiatives.

Bitcoin ~~(and~~faces ~~cryptocurrencies, generally) face~~ significant scaling obstacles that can lead to high fees or slow transaction settlement times ~~and attempts to increase the volume of transactions may not be effective. Scaling cryptocurrencies is essential to the widespread acceptance of cryptocurrencies as a means of payment~~, including Bitcoin. Many cryptocurrency networks face significant scaling challenges. For example, cryptocurrencies are limited with respect to how many transactions can occur per second. Participants in the cryptocurrency ecosystem debate potential approaches to increasing the average number of transactions per second that a network can handle and have implemented mechanisms or are researching ways to increase scale, such as increasing the allowable sizes of blocks, and therefore the number of transactions per block, and sharding (a horizontal partition of data in a database or search engine), which ~~would~~may ~~not~~adversely ~~require~~affect ~~every~~demand ~~single transaction to be included in every single miner’s or validator’s block. There is, however, no guarantee that any of the mechanisms in place or being explored~~ for ~~increasing~~bitcoin ~~the~~and ~~scale~~our ofBitcoin ~~settlement~~Mining ~~of cryptocurrency transactions will be effective~~operations.

IfBitcoin, ~~adoption~~like many other cryptocurrencies, faces significant scaling challenges that may lead to high transaction fees or slow transaction settlement times. The bitcoin network is limited in the number of ~~Bitcoin~~transactions (it can process per second, and ~~cryptocurrencies~~efforts to increase throughput—such as increasing block size, ~~generally)~~implementing alternative scaling mechanisms, or researching techniques like sharding—may not prove effective or may introduce new risks or technical trade-offs. There is no assurance that any proposed or existing scaling solutions will successfully increase transaction capacity or be adopted by network participants. Widespread adoption of bitcoin as a means of payment ~~does~~depends, in part, on the ability of the network to efficiently handle growth in transaction volume. If scaling limitations persist or if technological improvements do not occur on the schedule or scale we anticipate, ~~the~~Bitcoin’s ~~demand~~adoption ~~for~~as ~~Bitcoin~~a payment method may stagnate or decline. Reduced adoption could decrease, ~~which~~demand for bitcoin and negatively impact its market price. A decline in bitcoin prices could adversely affect ~~future~~the ~~Bitcoin~~revenue ~~prices,~~we ~~and~~generate from our ~~results~~Bitcoin ofMining operations and ~~financial~~could ~~condition,~~materially ~~which~~and ~~could~~adversely ~~have~~impact aour ~~material~~business, ~~adverse~~financial ~~effect~~condition, onresults of operations, and the market price ~~for~~of our securities.

Risks Related to our Operations

To remain competitive in ~~our~~the ~~industry~~bitcoin sector, we ~~seek~~must to grow our hash rate toat ~~match~~a pace consistent with increases in the ~~growing~~global network hash rate and ~~increasing~~ network difficulty ~~of the Bitcoin blockchain~~, and if we ~~are~~fail ~~unable~~ to ~~grow~~do ~~our hash rate at pace with the global network hash rate~~so, our ~~chance~~ability ofto ~~earning~~earn ~~Bitcoin~~bitcoin ~~from~~rewards ~~our~~will ~~Bitcoin Mining operations would~~ decline.

As ~~the~~ adoption of ~~Bitcoin~~bitcoin has increased, the price of ~~Bitcoin~~bitcoin has generally appreciated, ~~causing~~encouraging ~~the~~additional ~~demand for new Bitcoin rewards for successfully solving blocks on the Bitcoin blockchain to likewise increase. This has encouraged more~~ miners to ~~attempt~~participate toin ~~mine~~bitcoin ~~Bitcoin~~mining, ~~which~~thereby ~~increases~~increasing the global network hash rate ~~deployed in support of the Bitcoin blockchain~~.

Because a miner’s relative chance of successfully solving a block and earning a new ~~Bitcoin~~bitcoin reward is generally a function of the ratio the miner’s individual hash rate bears to the global network hash rate, as the global network hash rate increases, a miner must increase its individual hash rate to maintain its chances of earning new ~~Bitcoin~~bitcoin rewards. ~~Therefore,~~In ~~as new miners enter the industry and as miners deploy greater and greater numbers of increasingly powerful machines~~addition, existing miners must seek to continually increase their hash rate to remain competitive. Thus, a feedback loop is created: as Bitcoin gains popularity and its relative market price increases, more miners attempt to mine Bitcoin and the ~~Bitcoin~~bitcoin ~~network~~protocol ~~hash~~periodically ~~rate~~adjusts is increased; in response, existing miners and new miners devote more and more hash rate to the Bitcoin blockchain by deploying greater numbers of increasingly powerful machines in an attempt to ensure their ability to earn additional Bitcoin rewards does not decrease. Compounding this feedback loop, the network difficulty ~~of the Bitcoin network (i.e., the amount of work (measured in hashes) necessary~~ to ~~solve~~ensure athat ~~block)~~blocks iscontinue ~~periodically adjusted~~ to ~~maintain~~be ~~the pace of new block additions (with one new block~~ added ~~to the blockchain~~ approximately every ten minutes~~), and thereby control the supply of Bitcoin~~. As ~~miners deploy~~ more hash rate ~~and the Bitcoin network hash rate~~ is ~~increased,~~deployed to the ~~Bitcoin~~ network, difficulty isincreases, ~~adjusted upwards by~~ requiring ~~more~~miners ~~hash~~to ~~rate~~deploy toeven begreater ~~deployed~~computational power to solve ~~a block~~blocks. ~~Thus,~~These ~~miners~~dynamics ~~are~~create ~~further~~a ~~incentivized~~competitive tocycle ~~grow~~in ~~their~~which ~~hash~~miners ~~rate~~must tocontinually ~~maintain~~add ~~their chance of earning~~ new ~~Bitcoin rewards. In theory~~, ~~these~~increasingly ~~dual~~powerful ~~processes~~and ~~should~~energy-efficient ~~continually replicate themselves until the supply of available Bitcoin is exhausted. In response,~~ miners ~~have attempted~~ to ~~achieve~~maintain ~~greater~~their ~~hash~~competitiveness—often ~~rate~~referred byto ~~deploying~~as ~~increasingly~~an ~~sophisticated~~“arms ~~and~~race” ~~expensive~~within ~~miners~~the inbitcoin ~~ever~~mining ~~greater quantities~~industry. ~~This~~The ~~has~~supply ~~become~~of ~~the~~high-quality ~~Bitcoin~~ mining ~~industry’s~~machines ~~great~~is ~~“arms race.” Moreover~~limited, ~~because~~as ~~there~~only ~~are~~a ~~very~~small ~~few~~number of manufacturers ofproduce miners capable of ~~producing~~meeting aindustry ~~sufficient~~requirements. ~~number~~As ofdemand ~~miners~~for ofnew ~~adequate~~miners ~~quality to meet this need~~increases, scarcity ~~results,~~may ~~leading~~drive toup ~~higher~~ prices. ~~Compounding~~In ~~this phenomenon~~addition, ~~it has been observed that~~ some manufacturers ofhave ~~Bitcoin~~historically ~~miners~~raised ~~may~~miner ~~increase the~~ prices ~~for~~during ~~new~~periods ~~miners~~of asincreased ~~the~~bitcoin market ~~price~~prices, offurther ~~Bitcoin~~increasing ~~increases~~acquisition costs.

~~Accordingly,~~To toremain ~~maintain~~competitive ~~our~~and ~~chances~~preserve ofour ~~earning~~ability ~~new~~to ~~Bitcoin~~earn ~~rewards~~bitcoin ~~and remaining competitive in our industry~~rewards, we must ~~seek~~continue to ~~continually~~grow ~~add~~our ~~new~~deployed ~~miners~~hash torate ~~grow~~by ~~our~~acquiring ~~hash~~and ~~rate~~deploying new miners at a pace consistent with ~~the~~ growth in the ~~Bitcoin~~ global network hash rate. ~~However,~~If asbitcoin ~~demand~~prices ~~has~~are ~~increased~~not ~~and~~sufficiently ~~scarcity~~high into ~~the~~support ~~supply~~ongoing ofcapital ~~new~~investment ~~miners~~in ~~has resulted, the price of new~~ miners ~~has increased sharply~~, ~~and~~or if we ~~expect~~are ~~this~~unable ~~process~~ to ~~continue~~obtain miners in the ~~future~~quantities, ~~as demand for Bitcoin increases. Therefore~~quality, ifor ~~the~~pricing ~~price~~necessary ~~of Bitcoin is not sufficiently high~~ to ~~allow~~increase ~~us to fund~~ our hash rate ~~growth through new miner acquisitions and if we are otherwise unable to access additional capital to acquire these miners~~, our hash rate may stagnate. ~~and~~Falling ~~we may fall~~ behind ~~our~~ competitors. Ifin ~~this~~hash ~~happens,~~rate would reduce our chances of earning ~~new~~future ~~Bitcoin~~bitcoin rewards, ~~would~~which ~~decline~~could materially and, asadversely ~~such,~~affect our ~~results~~business, offinancial ~~operations~~condition, and ~~financial~~results ~~condition~~of ~~may suffer~~operations.

21Because our miners are designed specifically to mine bitcoin and may not be readily adaptable to other uses, a sustained decline in bitcoin’s value could adversely affect our business and results of operations.

We have invested substantial capital in acquiring miners that use ASICs designed exclusively to mine bitcoin and other cryptocurrencies that utilize the 256-bit secure hashing algorithm (“SHA-256”). Our Bitcoin Mining operations therefore depend primarily on our ability to use these miners to mine bitcoin and generate revenue based on the market value of the bitcoin we earn. If the value of bitcoin declines and does not recover, the revenue generated from our Bitcoin Mining operations would decline accordingly. Because our miners are highly specialized, we may be unable to successfully repurpose them for alternative uses in a timely or cost-effective manner, if at all. Similarly, if the bitcoin protocol were to discontinue use of the SHA-256 algorithm, our existing miners could become obsolete. Any sustained decline in the value of bitcoin, or any inability to repurpose or redeploy our miners, could materially and adversely affect our business, financial condition, and results of operations, and could raise substantial doubt about our ability to continue as a going concern.

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~~Because~~Our ~~our~~reliance ~~miners~~on ~~are~~third-party ~~designed~~miners ~~specifically to mine Bitcoin and~~ may ~~not~~expose beus ~~readily~~to ~~adaptable~~operations to ~~other~~increased ~~uses,~~risk ~~a sustained decline in Bitcoin’s value could adversely affect our business and results~~ of ~~operations~~design flaws.

WeThe ~~have~~performance ~~invested~~and ~~substantial~~reliability ~~capital~~of inthe ~~acquiring~~ miners ~~using~~and ~~ASIC~~related ~~chips~~technology ~~designed~~we ~~specifically~~use are critical to ~~mine~~our ~~Bitcoin~~operations and ~~other~~reputation. ~~cryptocurrencies~~We ~~using~~currently ~~the~~deploy ~~256-bit~~Bitmain ~~secure~~Technologies ~~hashing~~Limited ~~algorithm~~ (“~~SHA-256~~Bitmain”) asAntminer, ~~efficiently~~ and asMicroBT ~~rapidly~~WhatsMiner astype ~~possible~~miners. ~~based~~Any ondefect, ~~our~~design ~~assumption~~flaw, ~~that~~or weperformance ~~will~~issue bein ~~able~~these tominers—such ~~use~~as ~~them~~flaws toin ~~mine~~the ~~Bitcoin~~ASIC ~~and~~chips ~~generate~~they ~~revenue~~employ—could ~~from~~materially disrupt our ~~operations~~mining activities. ~~Therefore,~~Because ~~our~~a ~~Bitcoin~~substantial ~~Mining~~portion ~~operations~~of ~~focus~~our ~~exclusively~~fleet relies on ~~mining~~machines ~~Bitcoin,~~produced ~~and~~by ~~our~~a ~~Bitcoin~~limited ~~Mining~~number ~~revenue~~of ismanufacturers, ~~based~~any onexploitable ~~the~~weakness, ~~value~~firmware ofvulnerability, ~~Bitcoin~~or wesystemic ~~mine.~~flaw ~~Accordingly,~~affecting ifa ~~the~~particular ~~value~~model ofor ~~Bitcoin~~manufacturer ~~declines~~could ~~and~~impair ~~fails~~a tosignificant ~~recover~~percentage, ~~for~~or ~~example~~potentially all, ~~because~~ of ~~the~~our ~~development~~deployed ~~and~~miners. ~~acceptance~~We ofhave ~~competing~~experienced, ~~blockchain~~and ~~platforms~~may orcontinue ~~technologies~~to experience, ~~including~~software ~~competing~~and ~~cryptocurrencies~~firmware ~~which~~complications ~~our~~associated with adapting these miners ~~may~~for ~~not~~use bein ~~able~~our toimmersion-cooled ~~mine,~~infrastructure. ~~the~~Such ~~revenue~~issues wemay ~~generate~~delay ~~from~~or ~~our~~limit ~~Bitcoin~~the ~~Mining~~anticipated ~~operations~~efficiency ~~will~~benefits ~~likewise~~of ~~decline.~~immersion-cooled ~~Moreover,~~mining ~~because~~and ~~our~~may ~~miners~~result ~~use~~in ~~these~~operational ~~highly~~disruptions ~~specialized~~or ~~ASIC~~reduced ~~chips,~~mining weoutput. ~~may~~Any ~~not~~significant besystem ~~able~~error, tooperational ~~successfully~~failure, ~~repurpose~~or ~~them~~interruption in aour ~~timely~~mining ~~manner,~~activities ifcould atresult ~~all,~~in tolower ~~other~~bitcoin ~~uses~~yields, ~~following~~increased adowntime, ~~sustained~~financial ~~decline~~losses, inand ~~Bitcoin’s~~reputational ~~value~~harm. orIf ifdefects, ~~the~~vulnerabilities, ~~Bitcoin~~or ~~blockchain~~failures ~~stops~~in ~~using~~miners ~~SHA-256~~supplied ~~for~~by ~~solving~~Bitmain, ~~blocks.~~MicroBT, ~~This~~or ~~would~~other ~~result~~third-party inmanufacturers aadversely ~~material~~affect ~~adverse~~our ~~effect~~mining onfleet, our business, financial condition, results of operations, and ~~could~~the ~~potentially~~market ~~impact~~price of our ~~ability~~securities tocould ~~continue~~be asmaterially aand ~~going~~adversely ~~concern~~impacted.

Our reliance primarily on ~~third~~immersion-~~party~~cooling ~~miners~~exposes ~~may~~us ~~subject our operations~~ to ~~increased~~additional ~~risk~~operational ofand ~~design~~performance ~~flaws~~risks.

~~The~~We ~~performance~~are ~~and~~increasingly ~~reliability~~dependent ofon ~~our~~immersion-cooling ~~miners and~~ technology isfor ~~critical to both~~ our ~~reputation~~Bitcoin ~~and~~Mining operations., Weto ~~currently~~a ~~use~~large ~~Bitmain~~extent ~~Technologies~~at ~~Limited~~the ~~(“Bitmain”)~~Rockdale ~~Antminer~~Facility, and ~~MicroBT~~exclusively ~~WhatsMiner~~at ~~type~~the ~~miners,~~Corsicana ~~and~~Facility. ifImmersion-cooling ~~there~~is ~~are~~an ~~issues~~emerging ~~with~~technology ~~those~~within ~~machines,~~the ~~such~~bitcoin asmining ~~design~~industry ~~flaws~~and inhas ~~the~~not ~~ASIC~~yet ~~chips~~been ~~they~~widely ~~employ,~~deployed ~~our~~at ~~system~~the ~~could~~scale beat ~~substantially~~which ~~impacted. Further,~~ we ~~have~~are ~~encountered,~~implementing ~~and~~it. ~~may~~As ~~continue~~a ~~to encounter~~result, ~~software~~there ~~and~~is ~~firmware~~uncertainty ~~complications~~regarding ~~related~~the tolong-term ~~adapting~~performance, ~~our~~reliability, ~~miners~~and toefficiency ~~operate~~of ~~in our~~ immersion-~~cooled~~cooling ~~Bitcoin~~systems ~~mining~~at ~~hardware,~~large ~~which~~scale. ~~may~~If ~~delay or otherwise limit the anticipated benefits of adopting~~ immersion-~~cooled~~cooling ~~mining.~~does ~~Any~~not ~~system~~perform ~~errors~~as orexpected, ~~failures~~we may ~~cause~~be ~~significant~~unable ~~delays in response times or result in system failure. Any disruption in our ability~~ to ~~continue~~achieve ~~mining~~anticipated ~~could~~improvements ~~result~~ in ~~lower~~miner ~~yields~~performance ~~and~~or ~~harm~~overall ~~our~~hash ~~reputation~~rate ~~and business~~efficiency. ~~Given~~Cooling ~~that~~infrastructure ~~any~~for ~~exploitable~~bitcoin ~~weakness,~~mining—whether ~~flaw,~~immersion-cooled or ~~error~~air-cooled—continues ~~common~~ to ~~the~~evolve. ~~Bitmain~~Effective orcooling ~~MicroBT~~is ~~miners~~essential weto ~~currently~~achieving ~~utilize~~optimal ~~could~~hash ~~affect~~rate ~~a substantial portion of our miners~~performance, ifparticularly ain ~~defect~~high-temperature orenvironments ~~other~~such ~~flaw~~as ~~exists~~the ~~and~~State ~~is exploited, a majority~~ of, ~~or all of our miners could be adversely impacted~~Texas. Any ~~interruption,~~underperformance ~~delay~~ or ~~system~~ failure ~~may result~~ in ~~financial~~our ~~losses,~~cooling asystems ~~material~~could ~~adverse~~reduce ~~effect~~miner onefficiency, ~~the~~limit ~~market~~hash ~~price~~rate ~~for our securities~~output, and ~~damage~~adversely toaffect our ~~reputation~~Bitcoin Mining operations.

~~Our~~Both ~~reliance~~our ~~primarily~~immersion-cooling onand ~~immersion~~air-cooling ~~exposes~~systems usrequire substantial volumes of water to ~~additional~~support ~~risks~~the thermal management of our miners. If we are unable to secure adequate water supplies or lose access to required water due to regulatory, environmental, operational, or third-party constraints, our ability to operate our facilities efficiently could be significantly impaired. Any inability to maintain effective cooling performance or ensure reliable water access could materially and adversely affect our business, financial condition, results of operations, and the market price of our securities.

We are increasingly relying on immersion-cooling technology for our Bitcoin Mining infrastructure, to a large extent at the Rockdale Facility, and entirely at the Corsicana Facility. Immersion-cooling is an emerging technology in Bitcoin mining, which is not in wide-spread use, and has yet to be deployed at this scale. As such, there is a risk that we may not succeed long term in deploying immersion-cooling at such a large-scale to achieve sufficient cooling performance. All Bitcoin Mining infrastructure, including immersion-cooling and air-cooling, is an evolving study. Cooling of Bitcoin miners in general is a risk to achieving full potential from our hash rate, especially in the State of Texas.

Additionally, both our immersion-cooling and air-cooling operations require substantial volumes of water to support cooling of our Bitcoin miners. If we are unable to secure adequate water, or lose access to such required water, it could significantly impact our ability to sustain efficient Bitcoin Mining operations.

Our revenue generation is subject to risks applicable to our mining pool, including risks outside of our control.

We participate in a “Full-Pay-Per-Share” mining pool, which calculates ~~Bitcoin~~bitcoin payouts primarily based on the proportion of hash rate ~~provided~~we bycontribute us to the mining pool as a percentage of total network hash rate, along with other inputs. WeA ~~currently derive a~~ significant portion of our revenue is derived from ~~our~~participation in this mining pool ~~participation~~, ~~which~~representing ~~accounted~~approximately ~~for 85~~89.20% and 6785.32% of our total revenue for the years ended December 31, ~~2024~~ 2025 and ~~2023~~2024, respectively. We own all of our miners and accompanying infrastructure, and the only connection between our assets and our mining pool is that the total hash rate capacity of our miners is currently allocated to our mining pool, which we are free to change at any time, in our discretion. Further, the mining pool in which we participate, like most mining pools, is decentralized and has protections in place to prevent malicious actors or technical errors from affecting the pool’s ability to operate; however, these protections are not foolproof, and we may lose access to the mining pool, perhaps permanently. Because of the monitoring systems we have in place, we would become aware within minutes if our mining pool were to suffer downtime or cease to exist altogether, and we would expect to be able to resume mining without a mining pool within minutes, or redirect our hash rate to another mining pool, within an hour of the downtime event. ~~However~~Historically, self-mining ~~has,~~without ~~historically,~~a ~~been~~pool ~~less~~has ~~successful~~resulted in ~~earning~~greater ~~Bitcoin~~revenue ~~rewards~~volatility ~~than~~and ~~participating~~may inproduce alower ~~mining~~overall ~~pool,~~bitcoin ~~and~~rewards ~~our~~than ~~Bitcoin~~pooled ~~Mining~~mining. ~~revenue~~If ~~would~~we ~~become~~are ~~more~~required ~~volatile~~to ~~and~~self-mine ~~may~~or ~~decline–perhaps~~transition ~~materially–as~~to aanother ~~result~~mining ofpool ~~the~~under ~~loss~~unfavorable orconditions, ~~unavailability of~~ our ~~mining~~Bitcoin ~~pool.~~Mining Ifrevenue ~~such~~may ~~unanticipated~~decline—possibly ~~circumstances~~materially—and ~~associated~~become ~~with~~less ~~our~~predictable. ~~mining~~Any ~~pool~~unanticipated ~~arise,~~disruption ~~and~~or weloss ~~are~~of ~~unable~~access to ~~quickly~~our ~~switch~~mining ~~to another~~ pool, ~~self-mine~~or ~~without~~any ainability ~~pool~~to orpromptly ~~otherwise~~and effectively diversify our ~~sources~~mining ofmethods, ~~Bitcoin~~could ~~Mining~~adversely ~~revenue,~~affect our business, ~~results~~financial ~~of operations~~condition, and ~~financial~~results ~~condition~~of ~~may suffer as a result~~operations.

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Our use of third-party mining pools exposes us to certain risks.

We receive ~~Bitcoin~~bitcoin rewards from our mining ~~activity~~activities through participation in third-party mining ~~pool operators~~pools. Mining pools ~~enable~~allow ~~miners~~participants to combine their processing power, ~~increasing~~and ~~their~~provide ~~chances~~payouts ofto ~~solving~~participants abased ~~block~~on ~~and~~their ~~earning~~contributed ~~Bitcoin~~hash ~~rewards~~rate ~~from~~under the ~~network~~mining pool’s payout methodology. After deducting any applicable pool fees, the pool operator ~~then~~ distributes ~~the~~bitcoin ~~rewards~~ proportionally based on our contribution to the pool’s overall mining power~~. Should the pool operator’s system suffer downtime due to a cyber-attack~~, software malfunction or other issue, it could negatively impact our ability to mine and receive revenue; particularly if we are unable to quickly switch to another pool or to self-mining without a pool. Additionally, there is a risk that the mining pool operator could fail to accurately record the total processing power provided to the pool for a given Bitcoin mining application, which ~~would~~may ~~inhibit~~occur ~~our~~regardless ~~ability to verify our proportion~~ of ~~the~~whether ~~pool’s total processing power. While we track both our hash rate and~~ the total hash rate used by the pool internally, the pool operator uses its own record-keeping system to determine our share of the rewards, which may not align with our calculation. If we are unable to consistently obtain accurate proportionate rewards from our mining pool ~~operators,~~successfully we may not receive accurate block rewards from the pool, with limited recourse to resolve such inaccuracies. This could lead us to reconsider our participation in a particular mining pool, or mining pools in general, which may affect the predictability of our mining returns and have an adverse effect on our business and operations.

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solves a block during a given period. Our ability to generate Bitcoin Mining revenue therefore depends in part on the continued stability and accuracy of the mining pools we utilize. If the pool operator’s system suffer downtime due to a cyber-attack, software malfunction, operational failure, or other disruption, our ability to mine and receive rewards may be negatively affected, particularly if we are unable to transition promptly to another pool or to self-mining without a pool. Additionally, there is a risk that the mining pool operator could fail to accurately record the total processing power provided to the pool for a given bitcoin mining application, which would inhibit our ability to verify our proportion of the pool’s total processing power. While we monitor our hash rate and the pool’s total hash rate internally, mining pool operators maintain their own systems to track contributions and calculate payouts. If a pool operator inaccurately records our hash rate contribution or otherwise fails to allocate rewards proportionately, our receipt of accurate and complete rewards may be impaired. Our ability to dispute or recover losses from inaccurate payouts may be limited. If we are unable to consistently obtain accurate and timely rewards from third-party mining pool operators, we may reconsider participation in a particular pool or mining pools generally. Any such change could increase the volatility of our mining returns and adversely affect our business, financial condition, and results of operations.

We may not be able to realize the benefits of forks.

The Bitcoin blockchain is subject to modification based on a consensus of the users on its network. When a significant minority of users on the network agree to a modification that is not compatible with the prior network protocol, a “fork” of the network results, with one prong running the pre-modified protocol and the other running the modified protocol. The effect of such a fork would be the existence of two “versions” of the blockchain running in parallel that are not interchangeable, which requires exchange-type transactions to convert between the two forks. Additionally, it may be unclear following a fork which of the two protocols represents the original and which is the new protocol. Different metrics adopted by industry participants to determine which is the original asset following a fork in the Bitcoin blockchain may include: referring to the blockchain with the greatest network hash rate, or to the “length” of blockchain (i.e., the time between the first transaction recorded in the blockchain’s distributed ledger and the date of the most recent transaction). Accordingly, it is possible that a fork may occur on the Bitcoin blockchain that results in an asset different from our current ~~Bitcoin~~bitcoin holdings, or a protocol different from SHA-256 (which our miners are specifically designed to operate), gaining predominance, and the value of our ~~Bitcoin~~bitcoin assets may suffer, or we may not be able to adapt our miners to the new protocol. ~~Therefore~~As a result, we may not realize ~~the~~any economic benefit offrom a fork in the Bitcoin blockchain, either immediately or ~~ever~~at all, ~~which~~and any such fork could adversely affect anthe value of our bitcoin holdings, the effectiveness of our mining fleet, and investment in our securities.

We may be exposed to potential liability from claims relating to intellectual property rights.

We may become the subject of third-party intellectual property right infringement claims relating to our own systems and/or the use of third-party equipment and systems. For example, as further ~~identified~~described in Note 17. Commitments and Contingencies to our Consolidated Financial Statements, Green Revolution Cooling, Inc. (“GRC”) has alleged that the immersion cooling systems we use, which were purchased from Midas Immersion Cooling, LLC and Hash House Tech, Inc., infringe on certain of GRC’s patents. While we ~~reasonably~~ rely on the representations and warranties of third-party vendors, such as Midas Immersion Cooling, LLC, it is not possible ~~for us~~ to avoid all potential claims of infringement of third-party intellectual property rights. If such claims are successful, we may be required to pay royalties or be ordered to cease using ~~any~~ technologies found to be infringing on such third-party rights altogether. Additionally, ~~any~~ such legal action ~~would~~could cause the diversion of time, energy, and resources away from our operations and toward defending against such actions. Adverse outcomes in these matters could require us to redesign or replace affected systems, obtain licenses on unfavorable terms, or write off certain assets, and could result in significant damage, settlements, or injunctive relief, any of which could have a material adverse effect on our business, results of operations, and financial condition.

We are subject to counterparty risks, including ~~in particular~~ risks and uncertainties relating to our Custodians.

We rely on our Custodians, NYDIG and Coinbase, to safeguard our ~~Bitcoin~~bitcoin using cold storage. Each Custodian receives and holds our custodied assets, which include both our digital assets and any cash we may choose to custody with the applicable Custodian. Pursuant to the NYDIG Custodial Agreement and the Coinbase Prime Broker Agreement, each Custodian has covenanted that they hold our digital assets in segregated accounts for the Company’s benefit; that the Custodian has no rights, interest or title in our digital assets; and that our digital assets do not constitute an asset on the balance sheet of such Custodian. To the extent a Custodian holds any cash on our behalf, it may hold our cash in one or more omnibus "for benefit of customers" accounts at one or more U.S. insured depository institutions. However, currently, the Company has no cash custodied and has no immediate or future plans to custody any cash with either Custodian. Under the terms of the NYDIG Custodial Agreement and the Coinbase Prime Broker Agreement, each Custodian has covenanted that our digital assets will not be commingled with other digital assets held by the Custodian, except that in the NYDIG Custodial Agreement, assets may be temporarily commingled (typically for no longer than 12 hours, but in no case longer than 72 hours) as an operational matter, if required, to effect a transfer into or out of our digital asset account. In the NYDIG Custodial Agreement, NYDIG further represents and warrants that beneficial and legal ownership of all our

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digital assets is, and will remain, freely transferable without the payment of money or value and that NYDIG has no ownership interest in our account.

While we believe that each of the NYDIG Custodial Agreement and Coinbase Prime Broker Agreement provide our business with reasonable protections for our operations and the safe storage of our digital assets, we make no assurances that storing our digital assets with either Custodian is free from risk. To the best of our knowledge, each Custodian safely stores our digital assets in segregated accounts as represented in the NYDIG Custodial Agreement and Coinbase Prime Broker Agreement; however, if a Custodian were to be in breach of its agreement, our digital assets could be compromised. Similarly, if a Custodian were to cease operations, declare insolvency or file for bankruptcy, there is a reasonable risk that recovery of our assets, though kept in segregated accounts, would be delayed or unrecoverable. Applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodied ~~Bitcoin~~bitcoin were considered to be the property of a Custodian’s estate in the event that such Custodian were to enter bankruptcy, receivership or similar insolvency proceedings, there is a risk that we could be treated as a general unsecured creditor of such custodian, inhibiting our ability to access our ~~Bitcoin~~bitcoin. Even if we are able to prevent our ~~Bitcoin~~bitcoin from being considered the property of a Custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our ~~Bitcoin~~bitcoin held by the Custodian during the pendency of the insolvency proceedings. A delay in our ability to access our ~~Bitcoin~~bitcoin could result in the loss of the value related to some or all of our ~~Bitcoin~~bitcoin and could have a material adverse effect on our financial condition and the market price of our common stock. We also do not have a readily available additional backup ~~custodians~~custodian at this time, so if NYDIG or Coinbase were to cease operations, declare insolvency or file for bankruptcy, we would need to self-custody the applicable digital assets using cold storage until we could contract with another adequate custodian for the safe storage of our assets which may have a disruptive effect on our business. In the meantime, our mined ~~Bitcoin~~bitcoin would continue to aggregate in our proprietary wallet until we found another suitable cold storage custodian.

Our limited rights of legal recourse and our lack of insurance protection over our ~~Bitcoin~~bitcoin expose us and our stockholders to the risk of loss of our ~~Bitcoin~~bitcoin for which there may be no adequate remedy.

While we rely on well-known U.S.-based third-party digital asset-focused custodians to safeguard our ~~Bitcoin~~bitcoin, our ~~Bitcoin~~bitcoin is not insured by us, including not being subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protection. Accordingly, if our ~~Bitcoin~~bitcoin is lost, stolen or destroyed under circumstances rendering a party liable to us, our loss could be significant and the ~~responsible~~ party responsible may not have the financial resources sufficient to satisfy our claim. For example, as to a particular event of loss, the only source of recovery for us might be limited, to the extent identifiable, to responsible third parties, such as a Custodian, or in other instances, a thief, terrorist or others, any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim. We believe each Custodian maintains limited insurance policies covering the pool of digital assets it custodies against certain events of loss, such as theft. NYDIG and Coinbase custody the digital assets of hundreds of parties, worth billions of U.S. dollars, and any insurance coverage held by any of these Custodians is likely significantly less than the total value of the custodied digital assets of their customers. Any insurance proceeds received by a Custodian in response to a loss would likely be shared by the Custodian with us and other affected parties, rendering any amount we would receive significantly less than the value of our lost custodied assets. Furthermore, any insurance held by the Custodians may be terminated without notice to us. Any loss of insurance coverage would impede our ability to be compensated for our losses. Therefore, a loss may be suffered with respect to our ~~Bitcoin~~bitcoin for which there may be no recourse or adequate remedy, which could have a material adverse effect on our results of operations and financial condition and, consequently, an investment in our securities.

Cyber-attacks, data breaches, or malware may disrupt our operations and ~~trigger~~expose ~~significant~~us ~~liability~~to ~~for~~significant usliability, which could harm our operating results, ~~and~~ financial condition, and ~~damage our~~ reputation ~~or otherwise materially harm our business~~.

As a publicly traded company, we ~~experience~~are regularly subject to cyber-attacks, ~~such~~including as phishing, attempts and other ~~attempts~~efforts to gain unauthorized access to our systems. onWe aexpect ~~regular~~these ~~basis,~~attempts ~~and we anticipate continuing~~ to becontinue, ~~subject~~and totheir ~~such attempts. The~~ volume and sophistication ~~of cyber-attacks~~ may increase ifas AImalicious ~~capabilities~~actors ~~are~~deploy ~~implemented~~enhanced bycapabilities, ~~malicious~~including ~~actors~~AI-driven ~~and~~tools. ~~there~~Cybersecurity isincidents ancould ~~ongoing~~result ~~risk~~in ~~that~~loss ~~some~~ or ~~all~~theft of our ~~Bitcoin~~bitcoin ~~could be lost~~ or ~~stolen~~other assensitive adata, ~~result~~disrupt ofour ~~one~~operations, or ~~more~~otherwise ofadversely ~~these~~affect ~~incursions~~our business. As we ~~increase~~grow in size and visibility, we may become a more ~~appealing~~attractive target offor hackers, malware, cyber-attacks, or other security threats,. ~~and,~~Although ~~despite~~we ~~our~~implement ~~implementation of~~ strict security measures, ~~and~~conduct frequent security audits, itand isprovide ~~impossible~~cybersecurity training to our employees, no system or process can eliminate all vulnerabilities. For instance, we may not be able to ensure the adequacy of the security measures employed by third parties, such as our service providers. ~~Additionally,~~We ~~though~~also werely ~~provide~~on ~~cybersecurity~~the ~~training~~security ~~for~~measures ~~employees,~~of wethird-party ~~cannot~~service ~~guarantee~~providers, ~~that~~including weour ~~will~~digital-asset ~~not~~custodians, beand ~~affected~~we bymay ~~further~~have ~~phishing~~limited ~~attempts.~~ability ~~Efforts~~ to ~~limit~~ensure ~~the~~their ~~ability~~effectiveness. ofIf ~~malicious~~a ~~actors~~third-party tocustodian ~~disrupt~~experiences ~~the~~a ~~operations~~security ofbreach ~~the internet~~ or ~~undermine~~cyber-attack ~~our~~that ~~own~~results ~~security~~in ~~efforts~~unauthorized ~~may~~access ~~be costly~~ to ~~implement~~or ~~and~~loss ~~may~~of ~~not~~our ~~be successful. Such breaches~~bitcoin, ~~whether~~we ~~attributable~~could tolose asome ~~vulnerability~~or inall of our ~~systems~~digital ~~or otherwise~~assets, ~~could~~which ~~result~~would inmaterially ~~claims~~and ofadversely ~~liability~~affect ~~against us, damage~~ our ~~reputation~~financial condition and ~~materially~~results ~~harm~~of ~~our business~~operations.

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IfCyber-attacks or other security incidents, whether arising from vulnerabilities in our systems or those of third~~-party~~ ~~digital~~parties, ~~asset-focused~~could ~~custodian~~result ~~experiences~~in aoperational ~~security~~disruption, ~~breach~~loss of assets, theft or ~~cyber-attack~~misuse of sensitive information, significant remediation costs, and ~~unauthorized~~diversion ~~parties~~of ~~obtain~~management ~~access~~attention. They could also subject us to ~~our~~liability ~~Bitcoin~~to customers, wesuppliers, ~~may~~business ~~lose~~partners, ~~some~~ or ~~all~~other ofstakeholders; ~~our~~lead ~~Bitcoin~~to regulatory inquiries or legal proceedings; and damage our ~~financial~~reputation. ~~condition~~To date, we have not experienced a material cyber-incident. However, we continue to encounter ongoing cyber-attacks and ~~results~~cannot ofguarantee ~~operations~~that ~~could~~future beincidents will not occur. Any such event could materially and adversely ~~affected~~affect our business, operating results, financial condition, and the market price of our securities.

ToIncorrect ~~date,~~or wefraudulent ~~have~~bitcoin ~~not~~transactions ~~experienced~~may abe ~~material cyber incident; however~~irreversible, ~~we continue to encounter ongoing cyber-attacks~~ and ~~the~~we ~~occurrence of any such event in the future~~ could ~~subject~~lose usaccess to ~~liability to~~ our customers, suppliers, business partners and others, or give rise to legal and/or regulatory action, which could damage our reputation or otherwise materially harm our business, operating results, and financial conditionbitcoin.

~~Incorrect~~Bitcoin ortransactions ~~fraudulent~~generally cannot be reversed without the consent and active participation of the recipient. Because the Bitcoin ~~transactions~~blockchain is decentralized, once a transaction has been verified and included in a block, any erroneous transfer or theft is typically permanent, and we may have limited or no recourse to recover the transferred bitcoin. It is possible that, through error, theft, or criminal activity, our bitcoin rewards could be ~~irreversible~~transferred in incorrect amounts or sent to unauthorized or inaccessible accounts. Although law-enforcement agencies have, in some cases, successfully pursued individuals involved in laundering stolen bitcoin, the stolen assets themselves are often not recoverable. Furthermore, we utilize a third-party custodian for our bitcoin and therefore do not maintain our own private keys. If our custodian experiences a security breach, operational failure, or loss of access to our digital wallet, or if a malicious actor prevents our custodian from accessing the wallet, we may be permanently denied access to the bitcoin held in that wallet. Though we have taken and continue to take reasonable steps to secure our data and to store our bitcoin, any data loss, corruption, or system failure affecting our custodian, or affecting us directly, could ~~lose~~similarly result in irreversible loss of our bitcoin. In addition, we have historically been unable to obtain insurance coverage for our bitcoin assets. As a result, any loss arising from error, theft, fraud, or loss of access to private keys may not be recoverable. Any such event could have a material adverse effect on our ~~Bitcoin~~business, financial condition, and results of operations.

Bitcoin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the Bitcoin from the transaction. Because of the decentralized nature of the Bitcoin blockchain, once a transaction has been verified and recorded in a block that is added to the Bitcoin blockchain, an incorrect transfer of a Bitcoin or a theft thereof generally will not be reversible, and we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that, through error, theft, or criminal action, our Bitcoin rewards could be transferred in incorrect amounts, to unauthorized third parties, or to uncontrolled accounts. Though high-profile enforcement actions against individuals laundering stolen Bitcoin have demonstrated some means of bringing malicious actors to justice, the stolen Bitcoin may remain unrecoverable. Furthermore, we utilize a third-party custodian for our Bitcoin, and thus do not maintain our private keys. If they lose access to our wallet, or if a malicious actor successfully denies our Custodians access to our wallet, we may be permanently denied access to the Bitcoin held in the wallet corresponding to the lost, stolen or blocked keys. Though we have taken and continue to take reasonable steps to secure our data and to store our Bitcoin, if we, or our Custodians were to experience data loss relating to our digital wallets, we could effectively lose access to and the ability to use our Bitcoin assets. Moreover, historically, we have been unable to secure insurance policies for our Bitcoin assets. To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business, results of operations and financial condition.

The Rockdale Facility is subject to a long-term ground lease, and we may be unable to fully realize the anticipated benefits of its expansion if the lease is not renewed or is otherwise terminated.

The Rockdale Facility is subject to a ground lease with an initial term of ten years, followed by three ten-year renewal periods at our option, unless terminated earlier. The long-term success of our plans for the Rockdale Facility is largely based on our ability to maintain the lease in effect and to renew it going forward. If we fail to maintain the lease or renew it once its initial term expires and the landlord requires the Rockdale Facility to vacate the premises, we will likely incur significant costs in relocating its operations, if we could do so at all, and our Bitcoin Mining operations would be interrupted during such relocation. Further, if we fail to renew the lease on terms favorable to us, and our costs are increased, then we may not realize the anticipated benefits of our investment in the Rockdale Facility or any future development of its remaining available capacity. Any disruptions or changes to the Rockdale Facility’s present relationship with the landlord could disrupt our business and our results of operations negatively.

Our business could be harmed by prolonged power and internet outages, shortages, or capacity constraints.

Our ~~operations~~Bitcoin ~~require~~Mining aand ~~significant~~data ~~amount~~center ofoperations ~~electrical~~require ~~power~~significant and continuous access to reliable electrical power and high-speed internet toconnectivity. beAny ~~successful.~~prolonged Ifinterruption, weshortage, ~~are~~curtailment, ~~unable~~or tocapacity ~~secure~~constraint ~~sufficient~~affecting ~~electrical~~our power, supply or ifinternet weaccess, ~~lose~~whether ~~internet~~due ~~access~~to ~~for~~equipment afailure, ~~prolonged~~weather ~~period~~events, wegrid ~~may~~instability, beutility ~~required~~curtailments, regulatory actions, or other causes, could require us to reduce or suspend our operations. orAny ~~cease~~such ~~them~~disruption ~~altogether~~could materially and adversely affect our ability to mine bitcoin, provide data center services, generate revenue, and achieve expected returns on our infrastructure investments. If this occurs, our business and results of operations and financial condition may be materially and adversely affected.

We are subject to risks associated with our need for significant electrical power.

Our operations ~~have~~require ~~required~~ significant amounts of electrical power, and, as we ~~continue~~expect ~~to expand~~ our ~~mining~~power ~~fleet~~needs ~~and~~to ~~operate~~continue ~~our~~to ~~Facilities,~~grow as we ~~anticipate~~develop our ~~demand for electrical power will continue to grow~~Facilities. ~~The~~Fluctuations ~~fluctuating~~in the price of electricity, weor ~~require~~increases ~~for~~in ~~our~~the ~~operations,~~cost ~~and~~of securing additional capacity to ~~power~~support our expansion, may ~~inhibit~~reduce our profitability. If we are unable to ~~continue to~~ obtain sufficient electrical power on a cost-effective basis, we may ~~not~~be unable to realize the anticipated benefits of our ~~significant~~ capital investments or achieve our operational objectives.

~~Additionally,~~Our ~~our~~ operations ~~could~~are bealso ~~materially~~vulnerable ~~adversely~~to ~~affected by~~ prolonged power outages or other disruptions in the supply of electricity. Although certain critical functions of the Rockdale Facility ~~may~~can be ~~powered~~supported temporarily by backup generators ~~on a temporary basis~~, it ~~would~~is ~~not~~neither be feasible ornor cost-effective to ~~run~~operate our miners on ~~back-up~~backup power ~~generators~~ for extended periods. ofAs ~~time.~~a ~~Therefore~~result, we may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electrical power. IfAny ~~this~~such ~~were~~interruption toin ~~occur,~~power ~~our~~availability ~~business~~or ~~and~~increase ~~results~~in ofpower ~~operations~~costs could be materially and adversely ~~affected~~affect our business, financial condition, and results of operations.

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

The Public Utility Commission of Texas (“PUCT”), ERCOT, and Oncor Electric Delivery Company (“Oncor”) collectively oversee the regulatory, administrative, and delivery aspects of our power supply in Texas; MISO oversees our power supply in Kentucky. In recent years, regulatory scrutiny on ~~Bitcoin~~bitcoin mining facilities and their energy consumption has intensified as the industry has grown. In April 2022, ERCOT established a task force to review the participation of large flexible loads, including ~~Bitcoin~~bitcoin mining facilities and data centers, in the ERCOT market. This task force is tasked with developing policy recommendations for ERCOT concerning network planning, market operations, and the interconnection processes for large flexible loads.

As the grid operator, ERCOT is responsible for monitoring and testing market participants, including the Rockdale Facility and the Corsicana Facility, to assess their impact on grid reliability. We are periodically tested and monitored, and have experienced curtailment of power through this testing process based on instructions we receive from Oncor and ERCOT. During this process, ERCOT may determine that our data centers’ substantial power usage negatively affects grid reliability. If so, ERCOT could issue a curtailment order, requiring us to reduce or cease our power use immediately. Consequently, our power supply in Texas could be partially or fully curtailed. If we cannot secure adequate electrical power, we may be forced to reduce or shut down our operations, which would have a material adverse effect on our business, prospects, financial condition, and operating results and, consequently, an investment in our securities. 30

Our operations have been, and may continue to be, adversely affected by events outside of our control, such as natural disasters.

We may be impacted by natural disasters, wars, health epidemics, weather conditions, the long-term effects of climate change, power outages or other events outside of our control. For example, we voluntarily halted operations at the Rockdale Facility during the severe winter storms in the first quarter of 2022 and 2021 that had a widespread impact on utilities and transportation. Additionally, as previously disclosed, we sustained damage to the Rockdale Facility’s infrastructure during the severe winter storms affecting Texas in December 2022 which caused miners to be offline and impacted approximately 2.5 EH/s of our hash rate capacity. In the future, regulators or power providers may, under new or revised rules, require us to power down our Facilities, during such events. If major disasters such as earthquakes, floods or other climate-related events occur, the Rockdale Facility, the Corsicana Facility, the Kentucky Facility, or our other offices are severely damaged, or our information system or communications break down or operate improperly, our operations may be interrupted. We may incur expenses or delays relating to such events outside of our control, which may not be covered by insurance, and such events could have a material adverse impact on our business, operating results and financial condition.

Increased scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance (“ESG”) practices and the impacts of climate change may result in additional costs or risks.

Companies across many industries are facing increasing, and at times conflicting, scrutiny related to their ESG practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. Furthermore, increased public awareness and concern regarding environmental risks, including global climate change, has resulted and may continue to result in increased public scrutiny of our business and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such scrutiny and reassuring our employees.

In March 2024, the SEC issued a final rule requiring climate-related disclosures in public company annual reports and registration statements for the year ending December 31, 2025 for large accelerated filers. Although the SEC issued an order staying the new rule in April 2024 pending ongoing litigation challenging the rule, we are evaluating the impact this rule will have on our disclosures if it becomes effective. If this final rule becomes effective, the resulting increased public scrutiny of our business may affect our operations, competitive position, and financial condition.

In addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supply of energy, demand for Bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme weather events or to renovate or retrofit facilities to better withstand extreme weather events. If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements on our operations, or if our operations are disrupted due to the physical impacts of climate change, our business, capital expenditures, results of operations, financial condition and competitive position could be negatively impacted.

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As the grid operator, ERCOT is responsible for monitoring and testing market participants, including the Rockdale Facility and the Corsicana Facility, to assess their impact on grid reliability. We are periodically tested and monitored and have experienced curtailment of power through this testing process based on instructions we receive from Oncor and ERCOT. During this process, ERCOT may determine that our data centers’ substantial power usage negatively affects grid reliability. If so, ERCOT could issue a curtailment order, requiring us to reduce or cease our power use immediately. Consequently, our power supply in Texas could be partially or fully curtailed. If we cannot secure adequate electrical power, we may be forced to reduce or shut down our operations, which would have a material adverse effect on our business, prospects, financial condition, and operating results and, consequently, an investment in our securities.

Certain natural disasters, external events, mechanical failures, cyber incidents, and evolving climate, energy and Environmental, Social and Governance (“ESG”) requirements could adversely affect our business, financial condition, results of operations, cash flows, and prospects.

We may be impacted by natural disasters, wars, terrorism, pandemics/epidemics, health epidemics, weather conditions, the long-term effects of climate change, mechanical failure, human error, physical or electronic security breaches, power outages and telecommunications failures, cyber incidents (including computer viruses, ransomware, denial-of-service attacks, and phishing schemes), sabotage, vandalism, or other events outside of our control. For example, we voluntarily halted operations at the Rockdale Facility during the severe winter storms in the first quarter of 2022 and 2021 that had a widespread impact on utilities and transportation. Additionally, as previously disclosed, we sustained damage to the Rockdale Facility’s infrastructure during the severe winter storms affecting Texas in December 2022, which caused miners to be offline and impacted approximately 2.5 EH/s of our hash rate capacity. In the future, regulators or power providers may, under new or revised rules, require us to power down our Facilities during such events. Our systems and facilities may also be susceptible to damage, interference, or interruption from modifications or upgrades, power loss, and other operational issues. If major disasters such as earthquakes, floods, hurricanes, or other climate-related events occur, the Rockdale Facility, the Corsicana Facility, the Kentucky Facility, or our other offices and data or network infrastructure are severely damaged, or our information system or communications break down or operate improperly, our operations may be interrupted. We may incur expenses or delays relating to such events outside of our control, which may not be covered by insurance, and such events could have a material adverse impact on our business, operating results and financial condition.

In addition, evolving climate-related legislation and regulation, energy disclosure and use mandates, and increasing stakeholder expectations regarding ESG practices may impose significant costs or constraints on us and our suppliers. These may include increased energy and capital expenditures, environmental monitoring and reporting, assurance and internal controls over climate data, and other compliance costs. Investor advocacy groups, certain institutional investors, investment funds, and other influential stakeholders are increasingly focused on ESG practices and may place greater emphasis on non-financial impacts of their investments. Heightened public awareness and scrutiny of environmental risks, including global climate change, may also divert management time and resources toward responding to such scrutiny and engaging with stakeholders.

Additionally, the physical risks of climate change may affect the availability and cost of materials and natural resources, sources and supply of energy, and demand for bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including costs to repair extreme-weather damage or to retrofit facilities. Changes in environmental laws, regulations, or industry standards, or disruption from the physical impacts of climate change, could negatively impact our business, capital expenditures, results of operations, financial condition, and competitive position. Even absent new regulations, adverse publicity or increased scrutiny regarding climate or energy impacts of our industry could harm our reputation. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects.

Risks Related to Governmental Regulation and Enforcement

Changing environmental regulation and public energy policy may expose our business to new risks.

Our Bitcoin Mining operations require a substantial ~~amount~~electrical of power and can only be successful, ~~and ultimately profitable,~~ if the costs weof ~~incur~~that power, ~~including~~together ~~for~~with ~~electricity~~our operations costs, ~~are~~remain lower than the revenue wegenerated ~~generate~~by ~~from~~ our operations. AsOur aexpansion result, any mine we establish can only be successful if we can obtain sufficient electrical power for that mine on a cost-effective basis, and our establishment of new mines requires us to find locations where that is the case. For instance, our plans ~~and strategic initiatives~~ for the Rockdale Facility and the Corsicana Facility ~~are based~~depend, in part, on our understanding of current federal, state, and local environmental and energy ~~regulations,~~ policies, ~~and~~including ~~initiatives~~those ~~enacted~~applicable byin ~~federal~~the ~~and~~States of Texas ~~regulators~~and Kentucky. If new regulations are ~~imposed~~enacted, or if existing regulations are modified, the assumptions ~~we made~~ underlying our ~~plans and~~ strategic initiatives may beprove inaccurate, and we may incur additional costs to adapt our ~~planned business~~operations, if we are able to adapt at all~~, to such regulations~~.

InThere ~~addition,~~is ~~there~~ongoing ~~continues~~regulatory touncertainty bein athe ~~lack~~United ofStates ~~consistent~~regarding climate ~~legislation, which creates economic~~ and ~~regulatory~~energy ~~uncertainty~~policy. ~~for~~Because ~~our~~Bitcoin ~~business~~Mining ~~because~~and ~~the~~data ~~Bitcoin~~centers ~~mining~~require ~~industry,~~substantial ~~with its~~ energy ~~demand~~, the industries may become athe target ~~for~~of future ~~environmental and energy regulation. New legislation and increased regulation regarding~~ climate ~~change could impose significant costs on us and our suppliers, including costs~~ -related toor ~~increased~~ energy-use ~~requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such~~ regulations. ~~Further,~~New ~~any~~or ~~future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.~~

Moreover, in the State of Texas, we currently participate in energy demand response programs to curtail operations, return capacity to the electrical grid, and receive funds to offset foregone operational revenue when necessary, such as in extreme weather events. Furthermore, we, as well as other Bitcoin miners operating primarily in the State of Texas, have recently received a mandatory survey from the U.S. Energy Information Administration (the “EIA”), seeking extensive information regarding our Facilities’ use of electricity, and certain information regarding our operations, solely for the month of January 2024. It is possible that mandatory surveys such as this will be used by the EIA to generate negative reports regarding the Bitcoin mining industry’s use of power and other resources, which could spur additional negative public sentiment and adverse legislative and regulatory action against us or the Bitcoin mining industry as a whole. Surveys and other regulatory actions could increase our cost of operations or otherwise make it more difficult for us to operate at our current locations.31

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, and energy disclosure and use regulations, we cannot predict how legislation and regulation will affect our financial condition and results of operations in the future in the United States and the States of Texas and Kentucky. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.

The compliance costs of responding to new and changing regulations could adversely affect our operations at the Rockdale Facility and the Corsicana Facility.

We (along with those from whom we purchase electricity) are subject to various federal, state, local, and international environmental laws and regulations, including those relating to the generation, storage, handling, and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations may involve the use of hazardous substances and materials, such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions, and other materials.

Electricity costs could also be affected due to existing or new regulations on greenhouse gas emissions, whether such regulations apply to all consumers of electricity or just to specified uses, such as Bitcoin mining. These regulations may be federal, or we may be exposed to such regulations due to our Texas and Kentucky-based operations. There has been interest in the U.S. federal government and in the state governments of Texas and Kentucky in addressing climate change, including through regulation of Bitcoin mining. Past policy proposals to address climate change include measures ranging from taxes on carbon use or generation to energy consumption disclosure regimes to federally imposed limits on greenhouse gas emissions or energy use restrictions specific to Bitcoin mining. Further, although Texas has historically sought to maintain some degree of energy independence from the United States as a whole, it is unclear how future legislation and regulation will affect the Rockdale Facility and the Corsicana Facility. The course of future legislation and regulation in the United States and in Texas remains difficult to predict, and potential increased costs associated with new legislation or regulation cannot be estimated at this time.

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revised legislation or regulation could impose significant costs on us or our suppliers, including increased energy-efficiency requirements, capital investment in alternative technologies, enhanced environmental monitoring and reporting obligations, or changes in the availability or cost of electrical power. Any such regulations could also impair our ability to compete with companies operating in jurisdictions with less restrictive environmental or energy policies.

In Texas, we participate in energy demand-response programs that allow us to curtail operations and return capacity to the electrical grid during certain conditions, including extreme weather events. By curtailing, we then receive funds to offset foregone operational revenue when necessary. These programs can reduce our operational output and may increase our exposure to regulatory oversight of our energy usage. Additionally, bitcoin miners operating in Texas, including us, received a mandatory survey from the EIA requesting detailed information regarding electricity consumption and operations for January 2024. It is possible that information collected through such surveys could be used to produce reports critical of the industry’s energy usage, potentially prompting negative public sentiment or additional legislative or regulatory action directed at our operations. Any such actions could increase our operating costs or make it more difficult to operate at our current locations.

Given the political significance of climate-change policy and the uncertainty surrounding environmental and energy-use regulation, we cannot predict how future legislation or regulatory developments at the federal level or in the States of Texas or Kentucky may affect our operations, financial condition, or results of operations. Moreover, even in the absence of new regulations, increased public scrutiny or negative publicity regarding the environmental impact of Bitcoin Mining could harm our reputation. Any of these factors could have a material adverse effect on our business and financial condition.

The compliance costs of responding to new and changing regulations could adversely affect our operations at the Facilities.

We, as well as the providers from whom we purchase electricity, are subject to extensive federal, state, local, and international environmental laws and regulations, including those governing the generation, storage, handling, and disposal of hazardous substances and waste. Certain of those laws impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations involve the use of materials such as petroleum fuel for emergency generators, batteries, cleaning solutions, and other substances that may be classified as hazardous, which could increase our exposure to regulatory risk.

Electricity costs may also be affected by existing or new regulations relating to greenhouse gas emissions, whether such regulations apply broadly to all electricity consumers or specifically target energy-intensive industries such as bitcoin mining and data centers. These regulatory developments could arise at the federal level or in the states where we operate, including Texas and Kentucky. There has been interest in the U.S. federal government and in the state governments of Texas and Kentucky in addressing climate change, including through regulation of bitcoin mining. Recent policy discussions at both the federal and state levels have included proposals such as carbon taxes, energy-consumption disclosure requirements, greenhouse-gas emissions limits, and energy-use restrictions specific to bitcoin mining. While Texas has historically maintained some degree of energy policy independence from the federal government, the direction and impact of future legislation and regulation on our Rockdale and Corsicana Facilities remain uncertain. Changes in environmental or energy regulations could impose significant compliance costs on us or our electricity providers, alter the availability or price of power, or otherwise adversely affect our operations. Any increase in compliance obligations or operational restrictions resulting from new or amended regulations could materially and adversely affect our business, financial condition, and results of operations.

Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.

As cryptocurrencies have grown in ~~both~~ popularity and market ~~size~~capitalization, governments around the world have ~~reacted~~taken ~~differently~~widely differing approaches to ~~cryptocurrencies;~~their ~~certain~~regulation. ~~governments~~Some jurisdictions have ~~deemed~~prohibited ~~them~~the ~~illegal~~use or exchange of cryptocurrencies entirely, ~~and~~while others ~~have~~permit ~~allowed~~ their use ~~and~~or ~~trade~~trading ~~without~~with ~~restriction,~~minimal ~~while~~or ~~some~~no ~~jurisdictions,~~restrictions. ~~such~~In as the United States, ~~subject~~ the mining, ownership, and exchange of cryptocurrencies are subject to extensive, and in some cases overlapping, unclear, and evolving, regulatory requirements at the federal and state levels.

In January 2025, the U.S. President ~~Donald Trump~~ issued an executive order forming a presidential working group to establish a clear regulatory framework for digital assets, and leaders in both houses of the U.S. Congress have announced a bicameral working group with the objective of passing legislation to provide regulatory clarity for the industry. Committees in both houses of the U.S. Congress have ~~held~~conducted hearings to ensure fair access to financial services, including for companies operating in the digital asset space. Additionally, ~~President~~in ~~Trump~~March ~~and~~2025, ~~members of~~ the U.S. ~~Congress~~established ~~announced~~the ~~that~~U.S. ~~they~~Bitcoin ~~are~~Strategic ~~studying~~Reserve, ~~the~~which ~~possibility~~is ofreported ~~creating~~to ahold ~~national~~the ~~strategic~~largest ~~digital~~bitcoin ~~asset~~ reserve toin ~~include~~the ~~Bitcoin~~world, and at least twelve states have introduced legislation to create strategic ~~Bitcoin~~bitcoin reserves. Notably, in June 2025, the Governor of the State of Texas signed into law the Texas Strategic Bitcoin Reserve and Investment Act, making Texas the first

While these ongoing regulatory developments appear to be positive, and we anticipate greater regulatory certainty in the future, given the difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that future developments could have a material adverse effect on our business, prospects, or operations.32

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state to formally establish such a reserve. In January 2026, new legislation was filed in Texas to expand the reserve’s scope to include other major digital assets.

Although these developments may appear favorable and may suggest a trend toward regulatory clarity, the ultimate direction, scope, and impact of digital-asset-related legislation and regulation remain uncertain. Future regulatory actions could materially affect the use, transfer, custody, mining, or classification of bitcoin and other digital assets. Such changes could, among other things, impose new licensing, reporting, or compliance obligations; restrict or prohibit certain activities; or otherwise adversely affect our business model.

Our expanding data center operations, including those supporting AI and HPC applications, may also be subject to new or evolving regulatory frameworks.

Data centers are increasingly scrutinized by federal, state, and local authorities due to concerns regarding energy consumption, land use, carbon emissions, water usage, environmental impacts, data-sovereignty considerations, and national-security-related issues. Regulators may impose new permitting requirements, energy-efficiency standards, carbon-reduction mandates, sustainability reporting rules, or operational restrictions specific to data centers, AI infrastructure, or high-density compute environments. Such regulations, particularly at the federal level or in the States of Texas and Kentucky, where our facilities operate, could increase our capital expenditures, delay development timelines, limit expansion opportunities, or require costly modifications to existing infrastructure. Any restrictions or new policy initiatives targeting large-scale compute operations, including those supporting AI/HPC workloads, could adversely affect our data center business or limit the economic viability of our strategic diversification initiatives. Given the evolving nature of digital asset and data-center regulation, and the difficulty of predicting the outcomes of ongoing or future governmental actions, we cannot assure you that future regulatory or legislative developments will not have a material adverse effect on our business, prospects, financial condition, or operations.

Our interactions with a blockchain may expose us to SDN or blocked persons and new legislation or regulation could adversely impact our business or the market for cryptocurrencies.

OFAC requires us to comply with its sanction program and not conduct business with persons named on its SDN list. However, because of the pseudonymous nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list. Our Company’s policy prohibits any transactions with such SDN individuals, and we take all commercially reasonable steps to avoid such transactions, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to selling ~~Bitcoin~~bitcoin assets. Moreover, there is a risk that some bad actors will continue to attempt to use cryptocurrencies, including ~~Bitcoin~~bitcoin, as a potential means of avoiding federally imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine.

We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the ~~Bitcoin~~bitcoin industry, or the potential impact of the use of ~~Bitcoin~~bitcoin by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.

Bitcoin and ~~Bitcoin~~bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.

Bitcoin, bitcoin mining, and cryptocurrencies generally are permitted or tolerated in some jurisdictions, restricted in others, and outright banned in several countries. It is possible that federal, state, or ~~federal~~local regulators ~~may~~in ~~seek~~the toUnited ~~impose~~States ~~harsh~~could ~~restrictions~~adopt laws, regulations, or ~~total~~policy ~~bans~~actions that impose significant restrictions on, ~~Bitcoin~~or fully prohibit, bitcoin mining ~~which~~or ~~may~~related activities. Any such action could make it impossible or impractical for us to docontinue ~~business~~operating our mining facilities without relocating our ~~mining~~ operations, which ~~could~~would be ~~very~~ costly, ~~and~~ time -consuming~~. Further~~, ~~although Bitcoin~~ and ~~Bitcoin~~uncertain. ~~mining,~~Although asbitcoin ~~well~~activities asin ~~cryptocurrencies~~the ~~generally,~~United States are ~~largely~~currently ~~unregulated~~subject into ~~most~~a ~~countries~~patchwork ~~(including~~of ~~the~~evolving ~~United~~and ~~States)~~sometimes overlapping regulatory requirements, regulators could ~~undertake~~take new or ~~intensify~~intensified ~~regulatory~~ actions that ~~could~~ severely ~~restrict~~limit or prohibit the ~~right~~ability to mine, acquire, own, hold, sell, transfer, or use ~~cryptocurrency~~bitcoin or other cryptocurrencies, or to exchange itthem for ~~traditional~~ fiat ~~currency~~currencies such as the ~~United~~U.S. ~~States Dollar~~dollar. ~~Such~~Restrictions ~~restrictions~~of ~~may~~this ~~adversely~~nature ~~affect~~could usmaterially asreduce the ~~large-scale~~utility, acceptance, and market value of bitcoin. Because the widespread use of ~~Bitcoin~~bitcoin as a means of exchange isremains ~~presently~~limited ~~confined~~globally, torestrictive ~~certain~~regulatory ~~regions~~actions ~~globally.~~in ~~Such~~key ~~circumstances~~jurisdictions could have aan ~~material~~outsized ~~adverse~~impact ~~effect~~ on ~~us,~~its ~~which~~price ~~could~~and ~~have~~adoption. aAny ~~material~~prohibition ~~adverse~~or ~~effect~~material restriction on ~~our~~bitcoin ~~business~~mining, ~~prospects~~ownership, or ~~operations~~use ~~and~~could ~~potentially~~result ~~the~~in ~~value~~a ofsignificant ~~any~~decline ~~Bitcoin~~in orthe ~~other~~value ~~cryptocurrencies~~of the bitcoin we mine or ~~otherwise~~hold ~~acquire~~and orcould ~~hold~~materially ~~for~~and adversely affect our ~~own~~business, ~~account~~prospects, financial condition, and ~~thus~~results of operations. Such developments could also negatively impact the market price of our securities and harm investors.

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Risks Related to Ownership of Our Common Stock

The trading price of shares of our common stock has been subject to volatility.

The trading price of our common stock has been, and is likely to continue to be, volatile, and may be influenced by various factors including the risks, uncertainties and factors described in this Annual Report and our other filings with the SEC, as well as factors beyond our control or of which we may be unaware. If these risks come to pass and our business and results of operation suffer as a result, the market price of our securities may decline, which could have a material adverse effect on an investment in our securities.

28Bitcoin is subject to price volatility resulting from financial instability, poor business practices, fraudulent activities of players in the market, and other factors outside of our control. Such factors may cause a decline in the price of bitcoin, which may also affect the trading price of our shares of common stock.

~~Table~~We have issued, and may continue to issue, new shares of ~~Contents~~our common stock, which has a dilutive effect on existing stockholders.

~~Bitcoin~~We ishave ~~subject~~primarily tofinanced ~~price~~our ~~volatility~~strategic ~~resulting~~growth ~~from~~through ~~financial~~at-the-market ~~instability,~~(“ATM”) ~~poor~~offerings ~~business~~and ~~practices,~~other ~~fraudulent~~issuances ~~activities~~ of ~~players~~our incommon stock. Our ATM programs allow us to raise capital as needed by selling newly issued shares into the existing trading market, at prevailing market prices. We expect to continue using ATM offerings and other ~~factors~~equity ~~outside~~issuances ofto ~~our~~fund ~~control~~development plans, support capital-intensive expansion initiatives, and pursue strategic growth opportunities. ~~Such~~However, ~~factors~~the ~~may~~issuance ~~cause~~of aadditional ~~decline~~shares inof our common stock dilutes the ~~price~~ownership interests of ~~Bitcoin~~existing stockholders, ~~which~~and ~~may~~future ~~affect~~equity sales could further dilute existing holdings and reduce the ~~trading~~market price of our ~~shares of~~ common stock. Any such dilution may adversely affect the value of an investment in our securities.

We have ~~issued~~a ~~new~~classified ~~shares~~Board, ofwhich ~~our~~could ~~common~~limit ~~stock,~~stockholders’ ~~which~~ability ~~has~~to ainfluence ~~dilutive~~our ~~effect.~~directors’ decision-making.

WeOur ~~have,~~Bylaws ~~primarily~~provide for a classified Board of Directors divided into three classes, ~~financed~~with ~~our~~each ~~strategic~~class ~~growth~~serving ~~through~~staggered ~~our~~three-year atterms. As a result, approximately one-third of the~~-market~~ ~~(“ATM”)~~Board ~~offerings~~stands ~~and~~for ~~issuances~~election ofat ~~our~~each ~~common~~annual ~~stock~~meeting of stockholders. ~~Our~~We ~~ATM~~believe ~~offerings~~this ~~allow~~structure uspromoted tocontinuity ~~raise~~and ~~capital~~stability asin ~~needed~~leadership and corporate strategy by ~~tapping~~ensuring ~~into~~that, ~~the~~at ~~existing~~any ~~trading~~given ~~market~~time, ~~for~~a majority of our ~~shares~~directors byhad ~~selling~~prior ~~newly~~experience ~~issued~~with ~~shares~~our ~~into~~Company and familiarity with our operations, thereby supporting long-term planning and stockholder value creation. However, the ~~market~~classified ~~depending~~board onstructure ~~prevailing~~may ~~market~~also ~~prices~~reduce stockholders’ ability to influence the composition of our Board. ~~Our~~For ~~efforts~~example, a stockholder or group seeking to ~~raise~~obtain ~~capital~~control isof ~~for~~our ~~the~~Board ~~purpose~~would generally be unable to replace a majority of ~~executing~~directors ~~on development~~until ~~plans~~at ~~and~~least ~~strategic~~the ~~growth~~second ~~opportunities~~annual asmeeting ~~they~~following ~~arise;~~the ~~however,~~acquisition ~~holders~~of a majority of our ~~common~~outstanding voting stock. This structure may ~~experience~~also ~~dilution~~discourage proxy contests, tender offers, or other attempts to effect a change in control, as it makes it more difficult and time-consuming for stockholders to replace a ~~result~~majority of our ~~sales~~directors. ofAccordingly, ~~newly~~the ~~issued~~classified ~~shares~~board structure may have the effect of ~~our~~delaying, ~~common~~deterring, ~~stock~~or preventing a change in ~~such~~control ~~ATM~~that ~~offerings.~~some stockholders may view as beneficial, and could limit the ability of stockholders to influence our strategic direction.

WeAt ~~have~~our a2025 ~~classified~~annual ~~Board;~~meeting ~~therefore~~of stockholders, ~~only~~our ~~approximately~~stockholders ~~one-third~~approved ofa ~~the~~proposal to declassify our Board. isIn upresponse ~~for~~to ~~election~~this atvote, ~~each~~the ~~annual~~Board ~~stockholders’~~expects ~~meeting,~~to ~~which~~implement ~~could~~a ~~limit~~declassification ~~stockholders’~~of ~~ability~~the Board prior to ~~influence~~the ~~directors’~~2026 ~~decision~~annual ~~making~~meeting of the stockholders.

~~Our Bylaws provide for a classified Board consisting of three classes of directors serving staggered three-year terms, and each~~Article ~~year~~X ~~our stockholders elect one class~~ of our ~~directors.~~Bylaws Wedesignates ~~believe~~the ~~that~~courts ~~a classified board structure facilitates continuity and stability~~ of ~~leadership~~the ~~and~~State ~~policy by helping ensure that, at any given time, a majority~~ of ~~our~~Nevada ~~directors have prior experience~~ as ~~directors~~the ofexclusive ~~our~~forum ~~Company~~for ~~and~~certain ~~are~~types ~~familiar~~of ~~with~~actions ~~our business~~ and ~~operations.~~proceedings Ininitiated ~~our~~by ~~view, this permits more effective long-term planning and helps create long-term value for~~ our stockholders~~. The classified board structure~~, ~~however,~~which ~~could~~may ~~prevent~~limit ~~a party who acquires control of a majority of~~ our ~~outstanding voting stock from obtaining control of our Board until the second annual~~ stockholders’ ~~meeting~~ability ~~following~~to ~~the~~choose ~~date~~a ~~that~~forum ~~party~~for ~~obtains~~disputes ~~control~~with ofus aor ~~majority of~~ our ~~voting~~directors, ~~stock.~~officers, ~~The classified board structure may discourage a third party from initiating a proxy contest~~employees, ~~making a tender offer~~ or ~~otherwise attempting to obtain control of us, as the structure makes it more difficult for a stockholder to replace a majority of our directors~~agents.

Article X of our Bylaws, as amended, designates the courts of the State of Nevada as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and therefore may limit our stockholders’ ability to choose a forum for disputes with us or our directors, officers, employees, or agents.

Article X of our Bylaws, as amended, provides that, to the fullest extent permitted by law, and unless we consent to the selection of an alternative forum, the state and federal courts in and for the State of Nevada shall be the sole and exclusive forum for the resolution of certain actions and proceedings that may be initiated by our stockholders, and that, by purchasing our securities, our stockholders are deemed to have notice of and consented to this forum selection clause. Under Article X of our Bylaws, the following claims are subject to this forum selection clause: (a) any derivative action or proceeding brought on behalf of the Company; (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of the Company to the Company or the Company’s stockholders; (c) any action or proceeding asserting a claim against the Company arising pursuant to any provision of the Nevada Revised Statutes or the Company’s Articles of Incorporation or Bylaws (as either might be amended from time to time); or (d) any action or proceeding asserting a claim against the Company governed by the internal affairs doctrine.

By its terms, the forum selection clause in our Bylaws applies to the ~~foregoing claims to the~~ fullest extent permitted by law, and, as such, should not be interpreted as precluding our stockholders from bringing claims under the Exchange Act in the appropriate federal court with jurisdiction over such claims, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

We believe the choice-of-forum provision in our Bylaws will help provide for the orderly, efficient, and cost-effective resolution of legal issues affecting us by designating courts located in the State of Nevada as the exclusive forum for cases involving such issues. However, this provision may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or our directors, officers, employees, or agents, which may discourage such actions against us and our directors, officers, employees, and agents.34

The Nevada revised statutes permit us to make this selection in our Bylaws. However, if a court were to find the choice-of-forum provision in our Bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, or results of operations.

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We believe this provision promotes the orderly, efficient, and cost-effective resolution of disputes by concentrating certain types of litigation in courts familiar with Nevada corporate law. However, this provision may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or our directors, officers, employees, or agents, and may discourage such actions altogether.

Although the Nevada Revised Statutes permit us to include this clause in our Bylaws, a court could determine that the provision is inapplicable or unenforceable with respect to one or more types of claims. If this occurs, we could incur additional costs associated with litigating claims in multiple jurisdictions or in forums we did not select, which could adversely affect our business, financial condition, or results of operations.

Nevada law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock.

Certain provisions of Nevada law ~~described~~may ~~below~~have ~~may~~the ~~make~~effect usof discouraging, delaying, or preventing a ~~less~~change ~~attractive~~in ~~candidate~~control ~~for~~of ~~acquisition,~~our ~~which~~Company ~~may~~that ~~adversely~~stockholders ~~impact~~may ~~the~~consider ~~value~~favorable. ofThese ~~the~~provisions ~~shares~~could ofalso ~~our~~prevent ~~capital~~or ~~stock~~impede ~~held~~attempts by stockholders to replace or remove members of our ~~stockholders~~management or Board of Directors. We have not opted out of these statutory provisions in our Bylaws, as permitted under the Nevada Revised Statutes, and therefore remain fully subject to them.

Nevada Revised Statutes Sections 78.411 through 78.444 (the “Nevada Combinations Statute”) generally prohibit “combinations” including mergers, consolidations, sales and leases of assets, issuances of securities and similar transactions by a Nevada corporation having a requisite number of stockholders of record (of which we are one) with any person who beneficially owns (or any affiliate or associate of the corporation who within the previous two years owned), directly or indirectly, 10% or more of the voting power of the outstanding voting shares of the corporation (an “interested stockholder”), within two years after such person first became an interested stockholder unless (i) the board of directors of the corporation approved the combination or transaction by which the person first became an interested stockholder before the person first became an interested stockholder or (ii) the board of directors of the corporation has approved the combination in question and, at or after that time, such combination is approved at an annual or special meeting of the stockholders of the target corporation, and not by written consent, by the affirmative vote of holders of stock representing at least 60% of the outstanding voting power of the target corporation not beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.

Two years after the date the person first became an interested stockholder, the Nevada Combinations Statute prohibits any combination with that interested stockholder unless (i) the board of directors of the corporation approved the combination or transaction by which the person first became an interested stockholder before the person first became an interested stockholder or (ii) such combination is approved by a majority of the outstanding voting power of the corporation not beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder. The Nevada Combinations Statute does not apply to combinations with an interested stockholder after the expiration of four years from when the person first became an interested stockholder.

Because we do not currently intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We currently intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired or at a price equal to or greater than the price at which they purchased their shares.

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If we are unable to maintain an effective system of internal control over financial reporting and disclosure controls, we may fail to produce timely and accurate financial statements.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While we have identified material weaknesses in our internal control over financial reporting in the past, as of December 31, ~~2024~~2025, we concluded that our internal control over financial reporting contained no material weaknesses, and our management continues to implement measures designed to ensure controls are designed, implemented, and operating effectively.

While our management frequently reviews the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our disclosure controls and procedures and internal control over financial reporting will be effective in accomplishing all control objectives at all ~~of the time~~times. Ineffective internal control over financial reporting and disclosure controls could cause us to fail to meet our periodic reporting obligations and cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. ~~Cybersecurity~~CYBERSECURITY

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These material risks are managed across Riot, our subsidiaries, and third-party contractors, and monitoring such risks and threats is integrated into our overall risk management program. Our risk management program is comprised of, among other things, policies that are designed to identify, assess, manage, and mitigate cybersecurity risk, and is based on applicable laws and regulations, informed by industry standards and best practices.

~~Table~~We conduct risk assessments to evaluate the effectiveness of ~~Contents~~our systems and processes in addressing threats and to identify opportunities for enhancements. Additionally, we conduct privacy and cybersecurity reviews, as well as annual employee training, and monitor emerging laws and regulations related to information security and data protection. We utilize third-party tools and techniques to test and enhance our security controls, perform annual cybersecurity framework assessments, conduct ongoing penetration testing of our systems, and benchmark against industry practices. Our internal audit function provides independent assessments of the overall operation of our cybersecurity program and the supporting frameworks.

contractors, and monitoring such risks and threats is integrated into our overall risk management program. Our risk management program is comprised of, among other things, policies that are designed to identify, assess, manage, and mitigate cybersecurity risk, and is based on applicable laws and regulations, informed by industry standards and best practices.

In support of our risk management program, we have adopted an Information Security Policy (the “Info-Sec Policy”) and an Incident Response Plan (the “Response Plan”) that establish administrative, physical, and technical controls and procedures to protect the integrity, confidentiality, and accessibility of sensitive data that may exist throughout the Company as well as processes to assess, identify, manage, and report cybersecurity risks and incidents. Our Info-Sec Policy applies to all persons working for the Company, as well as any third parties working with us in any capacity. Violation of our Info-Sec Policy may result in revocation of access privileges, and disciplinary action up to and including termination of employment or of service relationships for third parties.

We conduct risk assessments to evaluate the effectiveness of our systems and processes in addressing threats and to identify opportunities for enhancements. Additionally, we conduct privacy and cybersecurity reviews, as well as annual employee training, and monitor emerging laws and regulations related to information security and data protection. We utilize third party tools and techniques to test and enhance our security controls, perform annual cybersecurity framework assessments, conduct ongoing penetration testing of our systems, and benchmark against industry practices. Our internal audit function provides independent assessment on the overall operations of our cybersecurity program and the supporting frameworks.

Our cybersecurity team evaluates third-party vendors for compliance with our internal Info-Sec Policy in order to help us assess potential risks associated with their security controls. We also generally require third parties to, among other things, maintain security controls to protect our confidential information or data, and to notify us promptly, but in any case, no later than twenty-four (24) hours after the occurrence of any data breach or cybersecurity incident that may impact our data. After coordinating a response to any third-party cybersecurity incident, the incident response team reviews the service provider’s compliance with the privacy and data security requirements of our Info-Sec Policy, obtains written assurance of corrective actions, as appropriate, and considers whether additional measures need to be taken to protect the Company.

Our cybersecurity team analyzes all third-party vendors for compliance with our internal Info-Sec Policy in order to help us assess potential risks associated with their security controls. We also generally require third parties to, among other things, maintain security controls to protect our confidential information or data, and to notify us promptly, but in any case, no later than twenty-four (24) hours after the occurrence of any data breach or cybersecurity incident that may impact our data. After coordinating a response to any third-party cybersecurity incident, the incident response team reviews service providers’ compliance with the privacy and data security requirements of our Info-Sec Policy, obtains written assurance of corrective actions, as appropriate, and considers whether additional measures need to be taken to protect the Company.36

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Our cybersecurity team engages and utilizes third-party services as it monitors and actively responds to cybersecurity threats. We utilize an Endpoint Detection and Response (EDR) platform, an anti-virus application, through which incoming electronic communications are filtered, and an email security platform which seeks out identifiers in communications that disguise, impersonate, or otherwise misrepresent the source of the communication. Any such communications are then subject to quarantine or removal depending on the severity of issue. Additionally, we use a Security Information and Event Management (SIEM) system, which allows us to store logs off the system of record to prevent log tampering and provides the cybersecurity team functionality to build alerts on specific use cases that are important and unique to our business. We also implement robust network security protections and enterprise hardware for firewalls to safeguard our infrastructure against unauthorized access and cyber threats. Our strategy for 2025 includes leveraging AI and machine learning for enhanced threat detection and response, adopting a Zero Trust architecture, and using quantum-resistant encryption methods for data protection. We also focus on ransomware defense, regular backup and recovery processes, and continuous employee training and awareness programs. Additionally, we ensure compliance with the latest regulations, participate in threat intelligence sharing, and explore emerging technologies like post-quantum cryptography and blockchain security. If our applications fail or our software does not successfully block malicious electronic communications, employees are required to notify an immediate supervisor or the cybersecurity team promptly, but in no circumstances later than twenty-four (24) hours after such occurrence.

Our Board has ultimate oversight of our strategic and business risk management and, as such, has oversight responsibilities for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks. The Board has delegated to the Audit Committee oversight ~~risks~~ of our cybersecurity risk policies, practices and procedures. Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing and updating processes to ensure such potential risks are monitored, ~~putting~~implementing ~~in place~~ appropriate mitigation measures, and providing regular reports on cybersecurity trends and risks, and should they arise, any material incidents, ~~with~~to our Board.

Our Chief ~~Financial~~Operating Officer is responsible for our cybersecurity program,. ~~and~~The ~~our~~Company ~~Director~~has ofengaged ~~Cyber~~a virtual Chief Information Security isOfficer (the “vCISO”) provider to serve as a member of our cybersecurity team and lead our incident response team ~~leader~~. InOur ~~this~~Senior ~~position,~~Vice ~~our~~President ~~Director~~ of ~~Cyber~~Operations ~~Security~~ oversees our cybersecurity team, ~~and~~which includes the vCISO who guides our incident response team,. ~~which~~The incident response team is comprised of members from across our organization, including cybersecurity, IT support, mining operations, software engineering, compliance and legal, as well as contractors and other partners, as they support our cybersecurity functions. Our ~~Director~~vCISO ofis ~~Cyber~~a ~~Security has nearly two decades of experience~~ best-in-class ~~cybersecurity~~managed ~~management~~security ~~and~~service ~~policy,~~provider ~~achieved~~with ~~through~~cumulative ~~job~~150+ ~~training,~~years ~~college~~of ~~education,~~expertise ~~and work~~ in ~~security~~cybersecurity and ~~alignment~~IT ~~of information technology~~ solutions.

31The Response Plan, developed by management, the vCISO, our cybersecurity team, and our IT support team, serves as a Company-wide guide to facilitate coordinated, prompt, and systematic responses to any cybersecurity incidents and utilizes four interconnecting phases: (1) Preparation; (2) Detection and Analysis; (3) Containment, Eradication, and Recovery; and (4) Post-Incident Activity.

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~~The~~Upon ~~Response~~detection ~~Plan,~~of ~~developed~~a bycybersecurity ~~management~~incident and initial intake and validation by our cybersecurity team, ~~and~~our ITincident ~~support~~response team triages and evaluates the cybersecurity incident, ~~serves~~and, asdepending on the severity, escalates the incident to management and a ~~Company~~cross-~~wide~~functional ~~guide~~working group. Any incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment and reported to ~~facilitate~~executive ~~coordinated~~management. Determination of what resources are needed to address the incident, ~~prompt~~prioritizing response activities, forming action plans, and ~~systematic~~notification ~~responses~~of toexternal ~~any~~parties ~~cybersecurity~~as ~~incidents~~needed are then undertaken by executive management and ~~utilizes~~the ~~four~~cross-functional ~~interconnecting~~working ~~phases:~~group, ~~(1)~~led ~~Preparation;~~by ~~(2)~~our ~~Detection~~Senior Vice President of Operations in coordination with our vCISO and ~~Analysis;~~cybersecurity ~~(3)~~team. ~~Containment~~We consult with outside counsel as appropriate, ~~Eradication~~including on materiality analysis and disclosure matters, and ~~Recovery;~~our executive management makes the final materiality and ~~(4)~~disclosure ~~Post-Incident~~determinations, ~~Activity.~~among other compliance decisions.

~~Upon~~During ~~detection of a cybersecurity incident and initial intake and validation by our cybersecurity team~~2025, ~~our~~we ~~incident~~did ~~response~~not ~~team~~identify ~~triages~~any ~~and evaluates the~~ cybersecurity ~~incident,~~threats ~~and,~~that ~~depending~~have onmaterially ~~the~~affected ~~severity,~~or ~~escalates~~are ~~the~~reasonably ~~incident~~likely to ~~management~~materially ~~and~~affect aour ~~cross-functional~~business ~~working~~strategy, ~~group.~~results ~~Any~~of ~~incident~~operations ~~assessed as potentially being~~ or ~~potentially~~financial ~~becoming material is immediately escalated for further assessment and reported to executive management~~condition. ~~Determination of what resources are needed to address the incident~~However, ~~prioritizing~~despite ofour ~~response activities~~efforts, ~~forming~~we ofmay ~~action~~not ~~plans,~~be ~~and~~successful ~~notification~~in ofeliminating ~~external~~all ~~parties~~risks asfrom ~~needed~~cybersecurity ~~are~~threats ~~then undertaken by executive management~~ and ~~the~~can ~~cross-functional~~provide ~~working~~no ~~group,~~assurance ~~led~~that byundetected ~~our~~cybersecurity ~~Chief~~incidents ~~Financial~~have ~~Officer~~not ~~and Director of Cyber Security~~occurred. WeSee ~~consult~~Part ~~with outside counsel as appropriate~~I, ~~including~~Item on1A. ~~materiality~~“Risk ~~analysis~~Factors” ~~and~~of ~~disclosure~~this ~~matters,~~Annual ~~and~~Report ~~our~~for ~~executive~~more ~~management~~information ~~makes~~regarding the ~~final~~cybersecurity ~~materiality~~risks ~~and~~we ~~disclosure determinations, among other compliance decisions~~face.

During 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we may not be successful in eliminating all risks from cybersecurity threats and can provide no assurances that undetected cybersecurity incidents have not occurred. See Part I, Item 1A. “Risk Factors” of this Annual Report for more information regarding the cybersecurity risks we face.

ITEM 2. PROPERTIES

Leased Property

As of December 31, 2024, we leased: various corporate offices; manufacturing facilities in Denver, Colorado and Houston, Texas used for our Engineering segment; and temporary office space at the Corsicana Facility, a data center in Kentucky, and, pursuant to a long-term ground lease for the land upon which the Rockdale Facility is constructed, all of which are used for our Bitcoin Mining segment.

Property Owned

As of December 31, ~~2024~~2025, we owned the Rockdale Facility, the land upon which the Rockdale Facility is built, the Corsicana Facility, the land upon which the Corsicana Facility is built, and land and a data center in Kentucky. All owned facilities are utilized by our Bitcoin Mining segment.

InLeased our opinion, our Facilities, whether owned or leased, are suitable and adequate for their intended purposes, are well-maintained and generally in regular use and have capacities adequate for current and projected needs. Other than the ground lease for the Rockdale Facility noted above, there are no material encumbrances on any of our owned facilities.Property

As of December 31, 2025, we leased: various corporate offices utilized by our Bitcoin Mining and Engineering segments; manufacturing facilities in Denver, Colorado and Houston, Texas utilized by our Engineering segment; and a data center and certain equipment in Kentucky utilized by our Bitcoin Mining segment.

In our opinion our Facilities are suitable and adequate for their intended purposes, are well-maintained and generally in regular use and have capacities adequate for current and projected needs. There are no material encumbrances on any of our owned Facilities.

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ITEM 3. LEGAL PROCEEDINGS

For a discussion of our legal proceedings, see Note 17. Commitments and Contingencies to our Consolidated Financial Statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the Nasdaq Capital Market under the symbol “RIOT”.

Holders of our Common Stock

As of February 2026, ~~2025~~2026, there were approximately 1,~~676~~945 registered holders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

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Dividend Policy

We have historically not declared or paid cash dividends on our capital stock, and do not intend to pay cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our Board and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our Board may deem relevant.

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Stock Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Riot Platforms, Inc. under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The following graph shows a comparison over a five-year period from December 31, ~~2019~~2020 through December 31, ~~2024~~2025, of the cumulative total return on (a) our common stock (RIOT), (b) ~~our~~the ~~self-constructed~~RUSSELL ~~Peer~~3000 ~~Group~~ Index (“RUSSELL 3000”), and (c) ~~the~~our ~~RUSSELL~~self-constructed ~~3000~~Peer ~~Index~~Group ~~(“RUSSELL 3000”)~~Index, assuming an aggregate initial investment ~~in each~~ of $100 in each as of market close on December 31, ~~2019~~2020 (and weighted based on the market ~~cap~~capitalization of each peer in the Peer Group Index as of the market close on December 31, ~~2019~~2020), including reinvestments of any dividends. Such returns are based on historical results and are not intended to suggest future performance. Historically, we have not declared or paid cash dividends on our common stock.

Our self-constructed Peer Group Index consists of the following publicly traded ~~Bitcoin~~bitcoin miners, data center companies, and AI/HPC software companies with available publicly traded market data as of, and subsequent to, December 31, ~~2019, and consists of~~2020:, Bitfarms Ltd. (BITF), CleanSpark, Inc. (CLSK), HIVE Digital Technologies, Ltd. (HIVE), Hut 8 Corp. (HUT), ~~Marathon~~MARA ~~Digital~~ Holdings, Inc. (MARA), Mawson Infrastructure Group, Inc. (MIGI), and TeraWulf Inc. (WULF).

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Issuer Purchases of Equity Securities

The following table presents the repurchases by us of our common stock during the three months ended December 31, ~~2024~~ 2025:


				Total Number	Maximum
				of Shares	Number of
				Purchased as	Shares that
	Total			Part of	May Yet Be
	Number of	Average		Publicly	Purchased
	Shares	Price Paid		Announced Plans	Under the Plans
Period	Purchased (a)	per Share (b)		or Programs	or Programs
October 1, 2024 through October 31, 2024	2,233	$	7.08	N/A	N/A
October 1, 2025 through October 31, 2025	-	$	-	N/A	N/A
November 1, 2024 through November 30, 2024	-		-	N/A	N/A
November 1, 2025 through November 30, 2025	-		-	N/A	N/A
December 1, 2024 through December 31, 2024	6,716		10.21	N/A	N/A
December 1, 2025 through December 31, 2025	69,631		15.13	N/A	N/A
Total	869,~~949~~631	$	915.4313

(a) During the ~~quarter~~three months ended December 31, ~~2024~~2025, ~~pursuant to our 2019 Equity Incentive Plan,~~ certain of our employees surrendered shares of common stock to usthe Company to satisfy statutory minimum federal and state tax withholding obligations associated with the vesting of restricted stock awards under our 2019 Equity Incentive Plan.

(b) The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum for federal and state tax withholding obligations.

Recent Sales of Unregistered Equity Securities

OnDuring ~~July~~the ~~23,~~year ~~2024,~~ended weDecember ~~issued~~31, 72025,~~240,623~~ ~~shares~~we ofdid ~~our~~not ~~common~~issue stock to the sellers in connection with the Block Mining Acquisition. The shares of common stock in connection with the Block Mining Acquisition were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or ~~the~~sell ~~private~~any ~~offering~~unregistered ~~safe harbor provision of Rule 506 of Regulation D promulgated thereunder~~securities.

On December 1, 2021, we issued 715,413 shares of our common stock, subject to a holdback of 70,165 shares to the sellers in connection with the acquisition of ESS Metron (“ESS Metron Acquisition”). The shares of common stock in connection with the ESS Metron Acquisition were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. Subsequently, we registered for resale the 645,248 shares issued to the sellers at the closing of the ESS Metron Acquisition and the 70,165 shares to the sellers upon expiration of the holdback period during 2023.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information ~~that~~intended ~~will~~to assist ~~the reader~~ in the understanding of our results of operations and financial condition. This MD&A should be read in conjunction with our Consolidated Financial Statements and the related notes (the “Notes”) ~~that are~~ included in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report.

This MD&A generally discusses ~~2024~~2025 and ~~2023~~2024 items and a year-to-year ~~comparisons~~comparison between ~~2024~~2025 and ~~2023~~2024. AsDiscussion ~~a result~~ of ~~the~~2023 ~~elimination~~items ofand ~~the~~a ~~Data Center Hosting reportable segment during 2024,~~ year-to-year ~~comparisons~~comparison between 2023 and ~~2022~~2024 ~~are~~can ~~also~~be ~~presented~~found ~~within~~in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

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

Our MD&A is organized as follows:

● Business Overview and Trends. Highlights of events in ~~2024~~2025 that impacted our financial position.

35● Results of Operations. Analysis of our financial results comparing years 2025 and 2024.

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● Results of Operations. Analysis of our financial results comparing fiscal years 2024 and 2023 and fiscal years 2023 and 2022.

●

Liquidity and Capital Resources. Analysis of changes in our balance sheets and cash flows and discussion of our financial condition, including potential sources of liquidity, material cash requirements and their general purpose.

●

Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

For a discussion of our business, see Part I, Item 1. “Business” of this Annual Report.

Forward Looking Statements

This MD&A includes forward-looking statements based ~~upon~~on our current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A. “Risk Factors” of this Annual Report for a discussion of factors that could cause actual results to differ materially – and potentially adversely – from the results described in or implied by the forward-looking statements contained in this MD&A and elsewhere in this Annual Report.

BUSINESS OVERVIEW AND TRENDS

General

We are a ~~leading~~vertically ~~Bitcoin~~integrated ~~mining~~digital infrastructure company ~~focused~~principally onengaged ~~utilizing our vertical integration strategy to mine Bitcoin~~ in ~~support~~developing ~~of the Bitcoin blockchain. We own~~ and ~~operate~~optimizing multiple Bitcoin mining sites in the United States with two locations in Texas, consisting of the Rockdale Facility and the Corsicana Facility, and the Kentucky Facility. The Rockdale Facility is believed to be the largest Bitcoin mining facility in North America, as measured by developed capacity, and currently provides 700 MW in total developed capacity. Additionally, we are developing our ~~second~~ large-scale ~~Bitcoin~~power ~~mining facility, the Corsicana Facility, which currently provides 400 MW in developed capacity~~assets. ~~Upon~~Our ~~completion,~~business ~~the~~strategy ~~Corsicana~~centers ~~Facility is expected to have approximately one GW of capacity available. During 2024, we capitalized~~ on enhancing our ~~positioning~~electrical ~~within~~infrastructure ~~the market~~ and ~~acquired~~deploying ~~Block~~it ~~Mining,~~across atwo ~~Kentucky-based~~complementary ~~vertically-integrated~~platforms: (i) Bitcoin ~~miner~~Mining and ~~E4A~~(ii) ~~Solutions,~~scalable ~~a leading provider of electrical engineering services to a diverse customer base of energy developers and~~ data center ~~operators.~~solutions ~~The~~designed ~~Block~~to ~~Mining~~support ~~Acquisition added 60 MW of operational capacity for self~~non-mining ~~operations,~~workloads. ~~which~~By weleveraging ~~are~~our ~~working~~energy toportfolio, ~~expand~~engineering ~~to 110 MW in 2025~~capabilities, and ~~provided~~operational usfootprint, ~~with~~we ~~access~~aim to acapitalize ~~secondary~~on ~~electrical~~both ~~grid.~~the ~~The~~long-term ~~acquisition~~potential of ~~E4A~~bitcoin ~~Solutions adds engineering expertise to service our own existing~~ and ~~future electrical infrastructure, as well as provides solutions and services to~~ the ~~rapidly~~accelerating ~~growing~~demand ~~market~~ for ~~electrical~~power-intensive ~~infrastructure~~compute.

We operate in two reportable business segments: Bitcoin Mining and Engineering.

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

Our ~~market~~industry ~~environment~~remains is highly competitive ~~globally~~ and ~~regionally.~~continues ~~We compete against other large-scale Bitcoin miners and individuals~~ to ~~receive~~evolve ~~the~~alongside ~~Bitcoin~~broader ~~reward~~growth ~~that~~in isdigital ~~the~~assets ~~heart~~and ofhigh-performance ~~our operations~~compute. ~~Our~~With ~~industry~~our ~~frequently~~scale, ~~evolves~~integrated ~~based~~power onstrategy, ~~the proliferation of Bitcoin~~ and ~~cryptocurrencies~~engineering ~~in general~~foundation, ~~and~~ we believe we are well positioned to participate in the ~~digital~~rapidly ~~commodities~~converging ~~industry~~markets infor ~~which~~Bitcoin weMining, ~~operate~~AI, HPC, and modern data center infrastructure.

~~We are organized in two business segments: Bitcoin Mining and Engineering.~~ 41

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Data Center Development

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

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

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

Bitcoin Mining

During the year ended December 31, ~~2024~~2025, we continued development activities at the Corsicana Facility, ~~acquired the Kentucky Facility~~ and deployed miners at all our Facilities, with the objective of increasing our operational efficiency and performance in the future. As of December 31, ~~2024~~ 2025, we had a total deployed hash rate capacity of 3138.5 EH/s, as compared to 1231.45 EH/s as of December 31, ~~2023~~ 2024, an increase of ~~154~~22.01%.

During the year ended December 31, ~~2024~~2025, we mined 45,~~828~~686 ~~Bitcoin~~bitcoin, as compared to 64,~~626~~828 ~~Bitcoin~~bitcoin mined during the year ended December 31, ~~2023~~2024. The ~~decrease~~increase of ~~1,798~~858 ~~Bitcoin~~bitcoin was primarily due to our increase in deployed hash rate as a result of the ~~April~~development ~~2024~~of ~~halving~~the ~~event~~Corsicana Facility, ~~which~~the ~~was~~acquisition of Block Mining and our significantly improved operational efficiency, partially offset by ~~our~~the increase in ~~deployed~~the global network hash rate and the halving that occurred in April 2024.

We are targeting a total self-mining hash rate capacity of 38.4 EH/s by the end of 2025.

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Custodians

As ~~Bitcoin~~bitcoin is a decentralized cryptocurrency, it is not required that ~~Bitcoin~~bitcoin be held by a custodian, and we may elect to self-custody. However, we believe our private keys relating to our ~~Bitcoin~~bitcoin are better safeguarded by the secure environment provided by custodians. Self-custody poses an increased risk to our private keys and we may not have the same level of protection as custody providers who are well versed in industry best practices to protect digital assets from potential theft, loss, or destruction.

Pursuant to the Digital Asset Custodial Agreement, dated as of November 1, 2023, between us and NYDIG (as may be amended, modified or supplemented from time to time, the “NYDIG Custodial Agreement”), NYDIG, a well-known U.S.-based third-party digital asset-focused custodian, holds our ~~Bitcoin~~bitcoin in cold storage wallets in a digital asset account in our name. In exchange for its custodial services, NYDIG charges an annual fee equal to a percentage of our custodied ~~Bitcoin~~bitcoin based on the daily average value in U.S. dollars of the ~~Bitcoin~~bitcoin we custody with NYDIG. Our ~~Bitcoin~~bitcoin held in such digital asset accounts does not constitute “deposits” within the meaning of U.S. federal or state banking law and the digital asset accounts are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. The cold storage wallets in which our ~~Bitcoin~~bitcoin is held with NYDIG are all located in the United States. The NYDIG Custodial Agreement is for a term of one-year, and automatically renews for successive one-year periods, unless either the Company or NYDIG provides thirty days’ notice of termination, in writing, except that either the Company or NYDIG may terminate the NYDIG Custodial Agreement in writing, effective immediately, in the event that either NYDIG or the Company are adjudged bankrupt or insolvent or files an application for an arrangement with its creditors, or there is a material misstatement or failure of a party to perform its obligations under the NYDIG Custodial Agreement, a change in applicable law that has a material adverse effect on the services provided for in the NYDIG Custodial Agreement, or a substantial change in ownership or control or material adverse change in the financial condition of NYDIG or the Company.

The NYDIG Custodial Agreement contains certain mutual indemnification provisions, including that NYDIG will indemnify us against direct claims for loss of custodied assets that arise directly from NYDIG’s or NYDIG’s nominees’ grossly negligent action, grossly negligent failure to act, bad faith or willful misconduct. Additionally, the Company shall indemnify NYDIG against all claims and liabilities incurred or assessed against NYDIG in connection with the NYDIG Custodial Agreement, except as may arise from certain of NYDIG or its nominees’ own actions or conduct.

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For more information on the NYDIG Custodial Agreement, see the full text of the NYDIG Custodial Agreement filed herewith as Exhibit 10.2229, which qualifies the forgoing descriptions of the NYDIG Custodial Agreement in its entirety.

We are also a party to a Digital Asset Execution Agreement with NYDIG Execution LLC (“NYDIG Execution”), pursuant to which NYDIG Execution executes or arranges transactions of our ~~Bitcoin~~bitcoin (“Orders”) as our agent. NYDIG Execution earns a commission on each trade determined by the net trade proceeds in U.S. dollars. NYDIG Execution does not charge us additional fees for principal trades. We deliver our Orders to NYDIG Execution via a designated security procedure, and each Order is affirmatively accepted by NYDIG Execution. While our ~~Bitcoin~~bitcoin may temporarily be processed through a NYDIG Execution customer account, NYDIG has covenanted that our assets will not be commingled with the assets of NYDIG Execution. NYDIG Execution is required to deposit any cash from the sale of our ~~Bitcoin~~bitcoin into our bank account at a U.S. depositary institution, less any applicable commissions. NYDIG Execution does not guarantee the value of our ~~Bitcoin~~bitcoin and is not responsible for any delay or failure to complete any Order caused by a digital asset network. If NYDIG Execution fails to (1) execute a properly executable Order and (2) give us notice of such failure, NYDIG Execution will only be liable for our actual damages.

The Company also engaged Coinbase, a well-known U.S.-based third-party digital asset-focused custodian through the Coinbase Prime Broker Agreement, which includes the Coinbase Custody Services Agreement, and the Coinbase Master Trading Agreement (together, the “Coinbase Prime Broker Agreement”) for custodial and prime broker services, including, but not limited to, the storing of digital assets, trade execution, lending, post-trade credit, and other services. In exchange for its custodial services, Coinbase charges an initial storage fee and an annualized custodial service fee based on the total value of the digital assets the Company custodies with Coinbase. Our ~~Bitcoin~~bitcoin held in such digital asset accounts does not constitute “deposits” within the meaning of U.S. federal or state banking law and the digital asset accounts are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. The cold storage wallets in which our ~~Bitcoin~~bitcoin is held with Coinbase are located in the United States.

The Coinbase Prime Broker Agreement shall remain in effect until terminated by Coinbase or the Company for any reason upon providing thirty days written notice to the other party. However, Coinbase may, in its sole discretion, suspend, restrict or terminate the Coinbase Prime Broker Agreement, including by suspending, restricting or closing the Company’s accounts or any provision of credit (as applicable), immediately upon the occurrence of an Event of Default (as defined in the Coinbase Prime Broker Agreement), without prior notice to the Company.

37The Coinbase Prime Broker Agreement contains certain mutual indemnification provisions, including that Coinbase will indemnify the Company from and against direct claims and losses arising out of or relating to any (i) violation, misappropriation, or infringement upon any United States patent, copyright, trademark, trade secret or other intellectual property right of a third-party or (ii) violation of applicable law, unless such claims or losses arise out of or relate to the Company’s gross negligence, fraud, willful misconduct, or breach of the Coinbase Prime Broker Agreement. The Company will indemnify Coinbase from and against any and all third-party claims and losses arising out of or relating to the Company’s breach of the Coinbase Prime Broker Agreement, the Company’s violation of any law, rule, or regulation, or rights of any third-party, or the Company’s gross negligence, fraud, or willful misconduct, except to the extent such third-party claims and losses resulted from the gross negligence, fraud or willful misconduct of Coinbase.

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The Coinbase Prime Broker Agreement contains certain mutual indemnification provisions, including that Coinbase will indemnify the Company from and against direct claims and losses arising out of or relating to any (i) violation, misappropriation, or infringement upon any United States patent, copyright, trademark, trade secret or other intellectual property right of a third party or (ii) violation of applicable law, unless such claims or losses arise out of or relate to the Company’s gross negligence, fraud, willful misconduct, or breach of the Coinbase Prime Broker Agreement. The Company will indemnify Coinbase from and against any and all third-party claims and losses arising out of or relating to the Company’s breach of the Coinbase Prime Broker Agreement, the Company’s violation of any law, rule, or regulation, or rights of any third party, or the Company’s gross negligence, fraud, or willful misconduct, except to the extent such third-party claims and losses resulted from the gross negligence, fraud or willful misconduct of Coinbase.

Additionally, under the Coinbase Prime Broker Agreement, Coinbase may execute or arrange transactions of our ~~Bitcoin~~bitcoin as our agent. The Company will pay a fixed rate as commission and transaction fees associated with the Order executed. The Company delivers Orders to Coinbase, and Coinbase executes Orders by using automated trade routing services or by filling Orders on Coinbase’s over-the-counter trading service. Coinbase may accept or reject any Order, at its sole discretion. Coinbase does not guarantee the value of our ~~Bitcoin~~bitcoin and is not responsible for any delay or failure to complete any Order caused by a digital asset network.

For more information on the Coinbase Prime Broker Agreement, see the full text of the Coinbase Prime Broker Agreement included herein as Exhibit 10.2330, which qualifies the forgoing descriptions of the Coinbase Prime Broker Agreement in its entirety.

Our custodian and brokerage services relationships are non-exclusive, and we may change our ~~Bitcoin~~bitcoin custodian and brokerage relationships at any time. We continually monitor our ~~Bitcoin~~bitcoin assets held by our Custodians, and in the case of NYDIG we have unlimited audit rights with respect to such custodial accounts. The Company performs monthly reconciliations of our ~~Bitcoin~~bitcoin assets held by our custodian(s) and the records of our mining pool, and our independent auditors verify the location and quantity of our ~~Bitcoin~~bitcoin assets annually, as part of the year-end audit process of our financial statements and internal controls over financial reporting. The Company’s insurance providers do not have inspection rights associated with our ~~Bitcoin~~bitcoin assets held in cold storage.

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Bitcoin Mining Metrics

The following table presents our key Bitcoin Mining metrics:



	Years Ended December 31,
	2025		2024
Hash rate, average operating (EH/s)⁽¹⁾
Rockdale Facility		13.7		9.2
Corsicana Facility		14.2		5.1
Kentucky Facility		3.5		0.6
Combined hash rate, average operating		31.4		15.0

All-in power cost (cents/kilowatt-hour)⁽²⁾
Rockdale Facility		3.7		3.2
Corsicana Facility		3.5		3.7
Kentucky Facility		4.8		4.1
Combined all-in power cost		3.7		3.4

	As of December 31,
	2025		2024
Hash rate, deployed (EH/s)⁽¹⁾
Rockdale Facility		16.4		15.0
Corsicana Facility		15.7		14.1
Kentucky Facility		6.4		2.4
Combined hash rate, deployed		38.5		31.5

Developed power capacity (MW)⁽³⁾
Rockdale Facility		700		700
Corsicana Facility		400		400
Kentucky Facility		192		60
Total power capacity		1,292		1,160



	Years Ended December 31,
	2024		2023		2022
Hash rate, average operating (EH/s)(1)
Rockdale Facility		9.2		8.6		3.1
Corsicana Facility		5.1		—		—
Kentucky Facility		0.6		—		—
Combined hash rate, average operating		15.0		8.6		3.1

All-in power cost (cents/kilowatt-hour)(2)
Rockdale Facility		3.2		4.1		3.0
Corsicana Facility		3.7		—		—
Kentucky Facility		4.1		—		—
Combined all-in power cost		3.4		4.1		3.0

	As of December 31,
	2024		2023		2022
Hash rate, deployed (EH/s)(1)
Rockdale Facility		15.0		12.4		9.7
Corsicana Facility		14.1		—		—
Kentucky Facility		2.4		—		—
Combined hash rate, deployed		31.5		12.4		9.7

Developed power capacity (MW)(3)
Rockdale Facility		700		700		630
Corsicana Facility		400		—		—
Kentucky Facility		60		—		—
Total power capacity		1,160		700		630

(1)

Hash rate, deployed, represents the total potential hash rate of all our deployed miners as of the end of the period, whereas hash rate, average operating, represents the average total hash rate our deployed miners provided throughout the period. The difference between deployed hash rate and operating hash rate is attributable to down time of all or some of our miners for power curtailments, or repairs and maintenance of bitcoin miners or supporting infrastructure. The difference between deployed and operating hash rate is a key measure in determining the efficiency of our Bitcoin Mining operations.

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(12) ~~Hash~~All-in ~~rate,~~power ~~deployed,~~cost ~~represents~~is the ~~total~~price ~~potential~~we ~~hash~~paid ~~rate~~throughout ~~of all our deployed miners as of~~ the ~~end of the~~ period, ~~whereas~~for ~~hash~~our ~~rate~~power, ~~average~~net ~~operating,~~of ~~represents~~power ~~the~~curtailments ~~average~~received. ~~total~~Power ~~hash~~is ~~rate~~overwhelmingly ~~our deployed miners provided throughout~~ the ~~period.~~largest ~~The~~marginal ~~difference~~input ~~between~~cost ~~deployed~~in ~~hash~~mining ~~rate~~bitcoin and ~~operating~~a ~~hash~~significant ~~rate~~contributor ~~is attributable~~ to ~~down~~profitability. ~~time~~Miners ofwith ~~all~~a orlow ~~some~~cost of ~~miners for~~ power ~~curtailments,~~are oralso ~~repairs~~able ~~and~~to ~~maintenance~~profitably ofmine ~~Bitcoin~~in ~~miners or supporting infrastructure. The difference between deployed and operating hash rate is~~ a ~~key~~wider ~~measure~~range ~~in determining the efficiency~~ of ~~our~~bitcoin ~~Bitcoin Mining operations~~prices.

(2) All-in power cost is the price we paid throughout the period for our power, net of power curtailments received. Power is overwhelmingly the largest marginal input cost in mining Bitcoin and a significant contributor to profitability. Miners with a low cost of power are also able to profitability mine in a wider range of Bitcoin price.

(3)

Developed power is the total amount of electricity our Facilities can utilize for Bitcoin Mining as of the end of the period.

~~The following table presents our cost to mine one Bitcoin (amounts in thousands, except value of one Bitcoin amounts):~~44

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The following table presents our cost to mine one bitcoin (amounts in thousands, except value of one bitcoin amounts):


	~~Years Ended December 31,~~	Years Ended December 31,
	~~2024~~	2025			~~2023~~	2024			~~2022~~
Cost of power for self-mining operations	$	~~149,019~~$	281,396		$	~~89,134~~$	149,019		$	~~54,294~~
Other direct cost of revenue for self-mining operations(1)(2), excluding Bitcoin miner depreciation		40,205				7,463				20,041
Other direct cost of revenue for self-mining operations(1)(2), excluding bitcoin miner depreciation			57,615				40,205
Cost of revenue for self-mining operations, excluding Bitcoin miner depreciation		189,224				96,597				74,335
Cost of revenue for self-mining operations, excluding bitcoin miner depreciation			339,011				189,224
Less: power curtailment credits(3)		~~(33,685)~~	(56,729)			~~(71,215)~~	(33,685)			~~(27,345)~~
Cost of revenue for self-mining operations, net of power curtailment credits, excluding Bitcoin miner depreciation		155,539				25,382				46,990
Cost of revenue for self-mining operations, net of power curtailment credits, excluding bitcoin miner depreciation			282,282				155,539
Bitcoin miner depreciation(4)(5)		~~155,487~~	237,574			~~216,605~~	155,487			~~89,423~~
Cost of revenue for self-mining operations, net of power curtailment credits, including Bitcoin miner depreciation	$	311,026			$	241,987			$	136,413
Cost of revenue for self-mining operations, net of power curtailment credits, including bitcoin miner depreciation		$	519,856			$	311,026

Quantity of Bitcoin mined		4,828				6,626				5,554
Quantity of bitcoin mined			5,686				4,828
Production value of one Bitcoin mined(6)	$	66,488			$	28,523			$	28,245
Production value of one bitcoin mined(6)		$	101,350			$	66,488

Cost to mine one Bitcoin, excluding Bitcoin miner depreciation	$	32,216			$	3,831			$	8,461
Cost to mine one bitcoin, excluding bitcoin miner depreciation		$	49,645			$	32,216
Cost to mine one Bitcoin, excluding Bitcoin miner depreciation, as a % of production value of one Bitcoin mined		48.5	%			13.4	%			30.0	%
Cost to mine one bitcoin, excluding bitcoin miner depreciation, as a % of production value of one bitcoin mined			49.0	%			48.5	%

Cost to mine one Bitcoin, including Bitcoin miner depreciation	$	64,421			$	36,521			$	24,561
Cost to mine one bitcoin, including bitcoin miner depreciation		$	91,427			$	64,421
Cost to mine one Bitcoin, including Bitcoin miner depreciation, as a % of production value of one Bitcoin mined		96.9	%			128.0	%			87.0	%
Cost to mine one bitcoin, including bitcoin miner depreciation, as a % of production value of one bitcoin mined			90.2	%			96.9	%

(1) Other direct cost of revenue includes compensation, insurance, repairs, and ground lease rent and related property ~~tax~~taxes.

(2) During the years ended December 31, ~~2024,~~2025 ~~2023~~ and ~~2022~~2024, we paid cash of approximately $~~342~~228.4 million, ~~$247.7 million,~~ and $~~195~~342.14 million, respectively, in total deposits and payments for the purchase of miners. Costs to finance the purchase of miners were zero as the miners were paid for with cash from our cash balance. The seller did not provide any financing, nor did we borrow from a third-party to purchase the miners. ~~We do not have any current plans to finance miners we may purchase in the future.~~

(3) Power curtailment credits are credited against our power invoices as a result of temporarily pausing our operations to participate in ERCOT’s Demand Response Service Programs. Our fixed-price power purchase contracts enable us to strategically curtail our mining operations and participate in these programs, which significantly lower our cost to mine ~~Bitcoin~~bitcoin. These credits are recognized in Power curtailment credits on our Consolidated Statements of Operations, outside of cost of revenue, but significantly reduce our overall cost to mine ~~Bitcoin~~bitcoin.

(4) We capitalize the acquisition cost of our miners and include these costs in Property and equipment, net on our Consolidated Balance Sheets. The miners are depreciated over an estimated useful life of three years, during which time, ~~the~~they ~~miners~~ are expected to ~~generate~~contribute ~~Bitcoin~~to the generation of bitcoin revenue. We do not consider depreciation expense in determining whether it is economical to operate our miners because depreciation is a non-cash expense and is not a variable operating cost that can be avoided even if we curtail operations temporarily. Depreciation expense incurred is disclosed for each respective period in the table above.

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operate our miners since depreciation is a non-cash expense and is not a variable operating cost that can be avoided even if we curtail operations temporarily. Depreciation expense incurred is disclosed for each respective period in the table above.

(5) The following table presents the future depreciation expense of all our ~~Bitcoin~~bitcoin miners:


2025	$	245,899
2026	$	253,446
2026		203,508
2027		196,466
2027		143,156
2028		69,350
Total	$	~~592~~519,~~563~~262

(6) Computed as revenue recognized from ~~Bitcoin~~bitcoin mined divided by the quantity of ~~Bitcoin~~bitcoin mined during the same period.

During 2023, 2024, and 2025, we entered into purchase orders under the Master Agreement to acquire new ~~immersion~~ miners from MicroBT. These purchase orders represented a total hash rate of 2549.62 EH/s, ~~for~~with a total purchase price of approximately $~~453~~779.45 million, subject to downward price adjustment as provided by the Master Agreement. These miners are primarily for use at the Corsicana Facility, which commenced operations in April 2024. Delivery of these miners began in 2023 and all miners are expected to be received and deployed by mid-2025. The Master Agreement provides us with four additional annual options to purchase miners, on the same or more favorable terms as the second purchase order executed under the Master Agreement. These additional miners represent a total hash rate of approximately 75.0 EH/s, assuming exercise of all four annual purchase options.

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to downward price adjustments as provided by the Master Agreement. Delivery of these miners began in 2023, and all miners under these purchase orders are expected to be received by the second quarter of 2026, with deployment following on an ongoing basis. The Master Agreement provides us with four additional annual options to purchase miners, on the same or more favorable terms as the second purchase order executed under the Master Agreement.

~~During~~For the year ended December 31, ~~2024~~ 2025, weBitcoin ~~executed~~Mining anrevenue ~~additional~~was ~~purchase order with MicroBT under the Master Agreement to acquire new air-cooled miners with a total hash rate of 5.9 EH/s, for a total purchase price of~~ approximately $96576.73 million. This purchase order is in addition to the four additional purchase options remaining under the Master Agreement. Delivery of these miners occurred in the third quarter of 2024, and deployment commenced upon delivery.

For the year ended December 31, 2024, Bitcoin Mining revenue was approximately $321.0 million.

Summary of Bitcoin Activity

The following tables present additional information about our own Bitcoin Mining activities, including ~~Bitcoin~~bitcoin production, purchases, and sales:


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

The following reconciles Bitcoin and Restricted bitcoin as of December 31, 2025 to the amounts above:
Bitcoin	14,028	$	1,227,462
Restricted bitcoin (a)	3,977	$	347,979
Total	18,005	$	1,575,441

40(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.

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Data Center Hosting

In 2023, we made the decision to stop pursuing new hosting contracts and end our legacy contracts, to focus on our self-mining efforts. During the year ended December 31, 2024, all agreements with Data Center Hosting customers were terminated, and we have no plans to offer data center hosting services to new customers. We no longer report Data Center Hosting as a separate reportable segment.

Engineering

Our Engineering business designs and manufactures power -distribution equipment and ~~custom~~ engineered-to-order electrical products. ~~The~~These products ~~allow~~support usour tovertical ~~vertically-integrate~~integration ~~many~~strategy by enabling the internal development of critical electrical ~~components~~equipment and engineering services necessary for ~~our~~developments ~~site~~at ~~developments~~our ~~and~~Facilities. toThis ~~reduce~~integration ~~our~~helps mitigate execution and ~~counter-party~~counterparty risk in ongoing and future expansion projects. The specialized talent employed in our Engineering business allows us ~~the opportunity~~ to explore new methods to optimize and develop best-in-class Bitcoin Mining operations and ~~have~~has been instrumental in the development of our industrial-scale immersion-cooled Bitcoin ~~mining~~Mining hardware. The vertical integration of our Engineering division gives us additional strength and security in developing and deploying our Data Center buildouts. Our Data Center business is able to leverage Engineering’s market specific expertise for best-in-class design as well as speed to market.

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

Engineering revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts with one identified performance obligation. Engineering revenue is recognized over time as performance creates or enhances an asset with no alternative use, and for which we have an enforceable right to receive compensation as defined under the contract.

In December 2024, we acquired 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”). This acquisition ~~adds~~strengthens to our vertically integrated strategy by adding engineering expertise to service its own existing and future electrical infrastructure as well as provide solutions and services to the rapidly growing market for electrical infrastructure.

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strategy by adding engineering expertise to service its own existing and future electrical infrastructure as well as provide solutions and services to the rapidly growing market for electrical infrastructure.

For the year ended December 31, ~~2024~~2025, Engineering revenue was approximately $3864.57 million.

Former Data Center Hosting Segment

In 2023, we made the decision to stop pursuing new bitcoin mining hosting contracts and end our legacy contracts, to focus on our self-mining efforts. During the year ended December 31, 2024, all agreements with legacy Data Center Hosting bitcoin mining customers were terminated, and we have no plans to offer bitcoin mining data center hosting services to new customers. Beginning for the year ended December 31, 2024, we no longer report Data Center Hosting as a separate reportable segment.

Strategic Goals and Initiatives

Bitcoin Treasury Strategy

Our ~~Bitcoin~~investment ~~acquisition~~ strategy ~~involves~~with ~~mining~~respect ~~Bitcoin~~to ~~utilizing~~our ~~vertical~~bitcoin ~~integration,~~(“Bitcoin ~~and~~Treasury ~~from~~Strategy”) ~~time~~is todesigned ~~time, subject~~ to ~~market~~balance ~~conditions,~~long-term ~~purchasing~~value ~~Bitcoin~~appreciation with ~~our~~operational ~~liquid~~flexibility ~~assets~~and ~~derived~~liquidity ~~from~~management. ~~issuing~~We ~~debt~~selectively sell or ~~equity~~leverage ~~securities.~~portions ~~Our~~of ~~vertical~~our ~~integration~~bitcoin ~~strategy~~holdings, ~~has~~and ~~supported~~may ~~our~~continue ~~stability~~to ~~during~~do ~~market~~so ~~fluctuations~~in the future, to fund operational needs, capital expenditures, and ~~allows~~strategic usinitiatives, toparticularly ~~capitalize~~when onmarket ~~industry~~conditions ~~consolidation~~present ~~while~~opportunistic ~~building~~pricing onabove ~~our~~predetermined ~~liquidity~~thresholds ~~position~~that we believe maximize shareholder value.

WeThis ~~view~~approach enables us to realize value from our ~~Bitcoin~~bitcoin holdings asat favorable market conditions to support our liquidity profile and fund business growth, while maintaining meaningful exposure to the potential long-term ~~holdings,~~appreciation ~~and~~of ~~during~~bitcoin ~~the~~as ~~year~~a ~~ended~~strategic ~~December~~asset. 31We believe this strategy enhances our operational stability, ~~2024~~supports our liquidity profile, ~~made~~and provides the ~~strategic~~financial ~~decision~~flexibility necessary to ~~halt~~execute ~~the~~on ~~sale~~our ofbusiness ~~Bitcoin,~~plan and ~~instead~~meet ~~increase~~ our capital allocation objectives, while positioning us to benefit from Bitcoin’s ~~holdings~~role as an emerging store of value.

Power Strategy

Long-term power contracts form the basis of our power strategy. We utilize our Power Purchase Agreements (together, the “~~PPA~~PPAs”) in place at the Rockdale Facility (the “Rockdale PPA”), Corsicana Facility (the “Corsicana PPA”) and Kentucky Facility (the “Kentucky PPA”) in the following ways:

Manual Curtailment

We power down operations and return power to the utility when prevailing market ~~prices for~~ electricity ~~provide~~prices offer the potential for us to ~~receive~~realize ~~more~~ power curtailment credits ~~than~~in excess of the Bitcoin Mining revenues we would have ~~generated~~otherwise ~~had we not curtailed our mining operations~~generated. We receive power credits for the difference in the market power price and our fixed power price,. ~~which~~By ~~provides~~capturing us the ~~ability~~spread between market power prices and our fixed-rate power contracts, we are able to maximize our overall profitability ~~between~~while ~~Bitcoin Mining and~~ supporting ~~the~~ grid stability by ~~not~~reducing ~~drawing~~demand for power ~~from~~during ~~the~~periods ~~grid~~of ~~when~~peak ~~electricity is most scarce~~scarcity.

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Ancillary Services

We competitively bid to sell ERCOT and MISO the option to control our electrical load during certain hours. ERCOT and MISO compensate us in the form of Demand Response Service Programs’ Credits, which are received whether or not we are called on to power down.

ERCOT’s 4CP Program

At the Rockdale Facility and the Corsicana Facility, we voluntarily power down operations during times of peak demand in summer months. Participation provides us with substantial savings on transmission costs in the subsequent year’s power bills, reducing our overall power costs.

~~The following table presents our power curtailment credits at the Rockdale Facility and the Kentucky Facility:~~47



	Years Ended December 31,
	2024		2023		2022
Manual curtailment power credits	$	26,001	$	52,644	$	22,793
Demand response power credits		7,684		18,571		4,552
Total power curtailment credits	$	33,685	$	71,215	$	27,345

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The following table presents our power curtailment credits:



	Years Ended December 31,
	2025		2024
Manual curtailment power credits	$	54,302	$	26,001
Demand response power credits		2,427		7,684
Total power curtailment credits	$	56,729	$	33,685

The following graph presents the primary decision points that guide our decision to curtail power usage or power down our mining operations at the Rockdale Facility, and when we might resume mining operations:

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Challenges, Risks, and Industry Trends

Increased Competition and Global Network ~~Difficulty~~Hash Rate

The price of ~~Bitcoin~~bitcoin ~~increased~~reached ~~during~~new ~~the~~all-time ~~first~~highs ~~quarter~~in of2025, ~~2024~~supported ~~due~~by tocontinued ainstitutional ~~new~~investment ~~source~~in ofthe ~~demand~~Bitcoin spot ETFs, ~~the~~global ~~eleven~~adoption, and increased interest from both retail and sovereign investors. Bitcoin spot ETFs remained a primary driver of institutional demand, ~~which~~with ~~were~~total ~~approved~~assets tounder ~~begin~~management ~~trading~~exceeding by$100 ~~the~~billion ~~SEC~~as onof ~~January~~December 1131, ~~2024~~2025. ~~The~~These ETFs, as investment vehicles, provide ainvestors ~~new~~with ~~access~~a ~~point~~broader ~~for~~way ~~investors~~ to gain exposure to ~~Bitcoin~~bitcoin through more traditional financial markets.

During 2023 and 2024, the ~~Bitcoin~~bitcoin mining industry ~~saw~~experienced record growth as the price of ~~Bitcoin~~bitcoin increased from the lows experienced in early 2023. In 2025, the industry continued to grow, though at a slower pace due to increased network difficulty and more aggressive competition for efficient energy sources globally. The ~~increasing~~rising ~~Bitcoin~~bitcoin price renewed opportunities to access capital markets to fund growth, leading to unprecedented expansion in mining operations, ~~and~~which ~~resulting~~resulted in a doubling inof the size of provisioned hash calculation services on the network, as measured by total hash rate. ~~Many~~In ~~Bitcoin~~advance of the April 2024 bitcoin network halving, many bitcoin mining companies heavily invested in implementing vertically- integrated business models, infrastructure, and upgrading and expanding mining fleets. inCompetition ~~advance~~among ofmining ~~the~~companies ~~April~~continued ~~2024~~to ~~Bitcoin~~intensify ~~network~~in ~~halving.~~2025, ~~Competition~~with ontop ~~the~~operators ~~Bitcoin~~focusing ~~network~~on ~~has~~mergers, ~~expanded~~acquisitions, ~~in kind~~ and wedirect ~~expect~~power ~~competition~~procurement ~~within~~contracts ~~the mining industry~~ to ~~continue~~secure asstable ~~long~~energy aspricing ~~Bitcoin~~in ~~prices~~the ~~remain~~face ~~elevated~~of orvolatile ~~increase~~market ~~further~~conditions.

We have observed that when the market price for ~~Bitcoin~~bitcoin experiences a sustained ~~increase (as it did across 2024)~~increases, new miners are introduced onto the ~~Bitcoin~~bitcoin network, ~~increasing~~contributing ~~its network difficulty. Despite increasing our hash rate by approximately 154.0% from December 31, 2023,~~ to ~~December 31, 2024,~~an ~~the~~increase ~~halving~~ in ~~April~~the ~~2024~~global ~~and increased~~ network ~~difficulty~~hash ~~following~~rate. ~~increased~~Our ~~network~~ hash rate ~~across~~grew ~~the~~by ~~periods resulted in a decrease of~~ approximately 2722.1% infrom ~~the~~December ~~number of Bitcoin we mined in 2024 as compared to the same period in 2023.~~

Accordingly, as network difficulty continues to increase, existing miners will need to increase their hash rate to maintain and improve their chances of earning a Bitcoin mining reward. To do this, we seek out new Bitcoin mining capacity, including through our acquisition and development of new Bitcoin mining facilities (such as the Corsicana Facility and the Block Mining Acquisition) and electricity supply and distribution facilities to service them, as well as other strategic growth opportunities. Further, we have adopted new and improved technology to increase both our mining power and efficiency, including our industrial-scale adoption of immersion cooling and our strategic acquisitions of large quantities of the newest and most powerful and efficient miners available.48

~~Increased~~Table ~~Transaction~~of ~~Fees~~ Contents

~~The~~31, 2024 ~~Bitcoin~~to ~~mining~~December ~~industry~~31, 2025, ~~recently~~resulting ~~experienced an increase~~ in ~~transaction fees on the Bitcoin network, as well as~~ an increase inof ~~overall~~approximately ~~demand for Bitcoin~~17.8% ~~Various protocols on the Bitcoin network gained popularity during 2023, and at times temporarily resulted~~ in ~~a significant increase in~~ the ~~transaction~~number ~~fees paid to add a certain Bitcoin transaction to the blockchain. These transaction fees are volatile in nature but are paid directly to miners and are representative~~ of ~~public~~bitcoin ~~interest~~we inmined ~~transacting~~during ~~in Bitcoin. Transaction fees are packaged with~~ the ~~block~~same ~~subsidy issued by the Bitcoin network to combine for the total reward paid to miners upon solving a block~~period.

WeAccordingly, ~~have~~as ~~led~~ the ~~industry~~global bynetwork ~~focusing~~hash onrate acontinues ~~vertically-integrated~~to ~~business~~rise, ~~model~~miners ~~since~~must ~~2021.~~scale Wetheir ~~continue~~operations to ~~focus~~maintain onor ~~building~~improve ~~long-term~~their ~~stockholder~~share ~~value~~of bymining ~~taking~~rewards. ~~strategic~~In ~~actions~~response, towe ~~further~~have ~~vertically-integrate~~expanded our ~~business~~Bitcoin atMining capacity through the ~~current~~development ~~Rockdale~~of ~~Facility~~new facilities, ~~developing~~such as the Corsicana Facility, and ~~having~~strategic ~~acquired~~acquisitions, including the ~~Kentucky~~Block ~~Facility~~Mining ~~and~~Acquisition. ~~E4A~~These ~~Solutions.~~efforts ~~Management~~are ~~believes~~supported aby ~~focus~~investments onin ~~vertical~~electricity ~~integration~~supply ~~will~~and ~~positively~~distribution ~~affect~~infrastructure. ~~each~~We ofare ~~our~~also ~~business~~focused ~~segments~~on byother ~~providing~~strategic ~~increased~~growth ~~capacity~~opportunities ~~for~~that enhance our ~~Bitcoin~~long-term ~~Mining~~competitiveness. ~~operations~~Further, ~~more~~we ~~opportunities~~have ~~for~~adopted ~~implementing~~new ~~our proprietary power strategy,~~ and byimproved ~~positioning~~technology us to ~~capitalize~~increase onboth ~~supply~~our ~~chain~~mining ~~efficiencies~~power and ~~electrical~~efficiency, ~~engineering~~including ~~services garnered through~~ our ~~Engineering~~industrial-scale ~~segment.~~adoption Weof ~~continue~~immersion tocooling ~~focus~~and ~~on deploying~~ our ~~efficient~~strategic ~~Bitcoin~~acquisitions ~~mining~~of ~~fleet,~~large atquantities ~~scale,~~of ~~while realizing~~ the ~~benefits~~latest ofpowerful ~~being an owner~~ and ~~operator~~efficient ofminers ~~our Bitcoin Mining facilities~~available.

~~Grid~~Bitcoin ~~Curtailment~~Mining Industry Consolidation and Emergence of Data Center Alternative

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

The ~~PUCT~~bitcoin mining industry is undergoing significant structural transformation. A combination of factors, ~~ERCOT~~including the 2024 halving event, record high network hash rates in 2025, rising mining difficulties, and ~~Oncor~~constrained ~~collectively~~access ~~oversee~~to ~~the~~large-scale ~~regulatory~~power resources, ~~administrative~~has led to increased consolidation across the industry. These dynamics have made efficient, large-scale mining operations increasingly capital intensive and ~~delivery~~have ~~aspects~~prompted miners to seek new avenues for maximizing the value of ~~our~~their ~~power~~existing ~~supply~~infrastructure. inA ~~Texas;~~notable ~~MISO~~emerging ~~oversees~~trend ~~our~~is ~~power~~the ~~supply~~convergence inof ~~Kentucky~~bitcoin mining operations with large scale data center services, including those supporting AI/HPC workloads. InAs ~~recent~~demand ~~years~~for data center infrastructure accelerates, ~~regulatory~~driven ~~scrutiny~~by advances in machine learning, generative AI, and compute-intensive enterprise applications, access to reliable, low-cost power has become a critical constraint on the development of new data centers. Bitcoin mining ~~facilities~~companies that own and operate their ~~energy~~facilities ~~consumption~~are ~~has~~increasingly ~~intensified~~repurposing asor reallocating portions of their power and physical infrastructure to support data center applications. This shift is enabled by the ~~industry~~similarities ~~has~~between ~~grown~~the underlying facility requirements for Bitcoin mining and AI/HPC workloads, including large electrical loads, advanced cooling systems, and high-density rack deployments.

As ~~the~~a ~~grid operator~~result, ~~ERCOT~~the industry is ~~responsible~~experiencing ~~for~~an ~~monitoring~~evolution ~~and~~in ~~testing~~which ~~market participants, including our Bitcoin~~ mining ~~facilities~~operators inwith ~~Rockdale~~robust ~~and~~power ~~Corsicana,~~portfolios toare ~~evaluate~~leveraging their ~~impact~~existing onassets ~~grid reliability. During this process, ERCOT may issue curtailment notices~~ to ~~reduce~~participate in the ~~power~~rapidly ~~usage~~growing atmarket ~~our~~for ~~Texas~~data ~~operations~~center services. WeThis ~~are~~trend ~~periodically~~reflects ~~tested~~both ~~and~~the ~~monitored,~~challenges ~~and~~facing ~~have~~the ~~experienced~~Bitcoin ~~curtailment~~mining ofsector ~~power based on instructions we receive from Oncor~~ and ~~ERCOT.~~the ~~Due~~significant toeconomic ~~the~~opportunities ~~uncertainties~~presented ~~regarding~~by the ~~duration~~global orexpansion ~~extent~~ of ~~power~~compute-intensive ~~curtailments~~digital ~~and testing procedures, we are currently unable to reasonably estimate any potential impacts to our business~~infrastructure. ~~If we~~

Volatile Transaction Fees

Vertical Integration

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

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~~cannot~~any ~~secure~~input ~~adequate~~costs ~~access~~such toas ~~electrical~~ power, weand ~~may~~overhead befees. ~~forced~~Flexibility, toand ~~reduce~~the orability ~~shut~~to ~~down~~manage ~~our operations~~expenses, ~~which~~becomes ~~would~~increasingly ~~have~~important aas ~~material~~the ~~adverse~~amount ~~effect~~of competition on ~~our~~the ~~business,~~bitcoin ~~prospects,~~network ~~financial~~expands ~~condition,~~ and ~~operating~~the ~~results~~subsidy in bitcoin provided by the network contracts decreases.

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

~~See~~Grid ~~Part I, Item 1A. “Risk Factors” of this Annual Report for additional discussion regarding potential impacts our competitive and evolving industry may have on our business.~~Curtailment

The Public Utility Commission of Texas, ERCOT, and Oncor collectively oversee the regulatory, administrative, and delivery aspects of our power supply in Texas. In Kentucky, MISO oversees our power supply. As the bitcoin mining industry has expanded in recent years, regulatory scrutiny on bitcoin mining facilities and their energy consumption has intensified accordingly.

As Texas’s grid operator, ERCOT is responsible for monitoring and testing market participants, including our Bitcoin Mining facilities at the Rockdale Facility and the Corsicana Facility, to evaluate their impact on grid reliability. As part of this process, ERCOT may issue curtailment notices to reduce the power usage at our Texas operations. Our Facilities in Texas are subject to periodic testing and monitoring and have experienced power curtailments in response to instructions we receive from Oncor and ERCOT. Given the inherent uncertainty regarding the duration or extent of power curtailments and testing procedures, we are currently unable to reasonably estimate their potential impact on our operations. If we cannot secure adequate access to electrical power, we may be forced to reduce or shut down our operations, which would have a material adverse effect on our business, prospects, financial condition, and operating results.

See Part I, Item 1A. “Risk Factors” of this Annual Report for additional discussion regarding potential impacts that our competitive and evolving industry may have on our business.

Recent Events Affecting the Company

~~For~~Global ~~the~~supply ~~year~~chain ~~ended~~disruptions ~~December~~and ~~31, 2024, we continued to experience an~~ inflationary ~~environment~~pressures ~~and~~have, ~~global~~at ~~supply~~times, ~~chain~~resulted ~~logistics~~in ~~issues~~delays ~~across~~to ~~all~~our ~~channels~~miner ofdelivery ~~distribution.~~schedules, Weinfrastructure ~~have~~development ~~experienced~~timelines, ~~delays~~and inthe ~~certain~~manufacturing ofand ~~our miner~~ delivery schedules ~~and~~within in our ~~infrastructure~~Engineering ~~development~~segment. ~~schedules~~These ~~due~~delays toare primarily driven by constraints onin the globalized supply chains for miners, ~~electricity~~specialized electrical distribution equipment, and construction materials. WeWhile ~~have~~we ~~also~~effectively ~~experienced~~mitigated these delays induring ~~our~~the ~~Engineering~~year ~~business~~ended ~~segment’s~~December ~~manufacturing and delivery schedule~~31, ~~and in our infrastructure development schedules~~2025, ~~resulting~~there ~~from~~can ~~constraints~~be onno ~~the~~assurance ~~globalized~~that ~~supply~~we ~~chains~~will ~~for~~be ~~miners,~~successful ~~electricity~~in ~~distribution~~mitigating ~~equipment~~such ~~and~~disruptions ~~construction~~in ~~materials~~the future.

~~Through~~The the date of this Annual Report, we have been able to effectively and efficiently mitigate delivery delays to avoid materially impacting our miner deployment schedule, however, we cannot guarantee that we will be able to continue to mitigate any such delivery delays in the future. Additionally, the development and ~~potential~~expansion ~~expansions~~ of our Facilities require ~~large~~significant quantities of ~~construction~~critical ~~materials,~~components ~~specialized electricity distribution equipment, and other component parts~~ that are currently in high demand and ~~can~~may be difficult to source. To ~~help~~ mitigate the ~~impacts~~risks ofassociated ~~global~~with supply chain ~~constraints~~volatility, ~~and~~ increasing demand ~~for these goods~~, ~~including~~and ~~any~~uncertainty ~~inflationary~~arising ~~pricing~~from ~~concerns~~U.S. ~~that~~and ~~may~~retaliatory ~~result~~international tariffs, we have proactively procured and ~~already~~currently ~~hold~~maintain ~~many~~an inventory of ~~the~~essential electrical infrastructure components and construction materials. ~~required~~These ~~for~~strategic ~~development~~reserves ofare ~~the~~intended ~~next~~to ~~600~~support MWthe ~~phase of our~~ development of the Corsicana Facility, asthe ~~well~~expansion asof ~~replacement~~our ~~components~~Kentucky facilities, and ~~parts~~the ~~for~~maintenance of our existing systems, tothereby ~~help~~reducing ~~shorten~~our ~~the~~exposure ~~impact~~to of potential ~~damage~~inflationary topricing ~~installed~~and equipment delivery delays.

We sell our bitcoin to fund operations. Subsequent to the fiscal year ending December 31, 2025, we have experienced an impact from the recent volatility and downward trend in the market price of Bitcoin reducing the purchasing power of our bitcoin holdings. This decline may necessitate the sale of a greater volume of our bitcoin than previously anticipated to generate the liquidity required to fund our ongoing operations and working capital needs. By diversifying our infrastructure to support broader data services, we aim to mitigate our direct exposure to cryptocurrency price fluctuations and establish a more stable, diversified revenue stream centered on digital infrastructure.

RESULTS OF OPERATIONS

Results of Operations Comparative Results for the Years Ended December 31, 2025 ~~2024~~ and ~~2023~~2024

Revenue

Our total revenue for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, was $~~376~~647.74 million and $~~280~~376.7 million, respectively, and consisted of Bitcoin Mining revenue, Engineering revenue, and Other revenue. Other revenue consists almost entirely of residual activity related to our ceased Data Center Hosting segment.

For the years ended December 31, 2024 and 2023, Bitcoin Mining revenue was $321.0 million and $189.0 million, respectively. The increase of $132.0 million was primarily due to an increase in price of Bitcoin in the 2024 period, which averaged $66,488 per Bitcoin, as compared to $28,523 per Bitcoin for the 2023 period, partially offset by decreased production resulting from the increase in the Bitcoin network difficulty and the April 2024 halving. 50

For the years ended December 31, 2024 and 2023, Engineering revenue was $38.5 million and $64.3 million, respectively. The decrease of $25.8 million was primarily attributable to supply chain constraints resulting in decreased receipts of materials, delaying the completion of certain custom products, and therefore, the recognition of revenue. Our custom electrical products are used as important components in data center development and in power generation and distribution facilities. There continues to be significant demand for these products due to the escalated interest in data center construction, as well as the growing worldwide demand for power.

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For the years ended December 31, 2025 and 2024, Bitcoin Mining revenue was $576.3 million and $321.0 million, respectively. The increase of $255.3 million was primarily due to higher average market prices for bitcoin in the 2025 period, which averaged $101,350 per bitcoin, as compared to $66,488 per bitcoin during the 2024 period, our increase in deployed hash rate as a result of the development of the Corsicana Facility, the acquisition of Block Mining, and our significantly improved operational efficiency, partially offset by the increase in the global network hash rate and the halving that occurred in April 2024.

For the years ended December 31, 2025 and 2024, Engineering revenue was $64.7 million and $38.5 million, respectively. The increase of $26.2 million was primarily attributable to the completion of certain custom products delayed during 2024, and therefore, the recognition of revenue, combined with an increase as a result of the E4A Solutions Acquisition in December 2024. Our custom electrical products are used as important components in data center development and in power generation and distribution facilities. There continues to be significant third-party demand for these products due to the increased interest in data center construction, as well as growing worldwide demand for power.

Costs and expenses

For the years ended December 31, 2025 ~~2024~~ and ~~2023~~2024, Cost of revenue for Bitcoin Mining consisted of the following:


	Years ~~Ended~~ended December 31,
	~~2024~~2025		~~2023~~2024
Power	$	~~149~~281,~~019~~396	$	89149,~~134~~019
Compensation		1318,~~294~~921		—13,294
Insurance on miners		65,~~992~~848		36,~~768~~992
Ground rent and related water and property tax		5,945		—
Ground rent, water, and property tax		16,994		5,945
Other(1)		1315,~~974~~852		313,~~695~~974
Total Bitcoin Mining cost of revenue	$	~~189~~339,~~224~~011	$	96189,~~597~~224

(1) All amounts included within Other are individually ~~not material~~immaterial.

~~This~~The increase of approximately $92149.68 million was primarily due to ~~the~~increased ~~increase in~~ Bitcoin Mining capacity atand power consumption due to the ~~Rockdale~~Corsicana Facility ~~and~~coming ~~commencement~~online ofin ~~Bitcoin~~April ~~Mining~~2024, ~~activities~~the 125 MW of power capacity at the ~~Corsicana~~Rockdale Facility, ~~both~~that ofwas ~~which~~assumed ~~require~~in ~~additional~~the ~~headcount~~Rhodium ~~and~~Settlement ~~direct~~in ~~costs~~April ~~necessary~~2025 ~~to maintain~~ and ~~support~~the ~~our~~acquisition ~~expanded~~of ~~Bitcoin~~Block Mining ~~operations,~~in asJuly ~~well~~2024. asThe ~~the~~expanded ~~absorption~~facilities ofrequired ~~other~~additional headcount and direct costs ~~previously~~necessary ~~included~~to inmaintain ~~our~~and ~~former~~support ~~Data~~our ~~Center~~expanded ~~Hosting~~Bitcoin ~~segment~~Mining operations. Cost of revenue for Bitcoin Mining excludes depreciation and amortization, which are stated separately on our Consolidated Statements of Operations.

Cost of revenue for Engineering for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $4150.79 million and $6041.67 million, respectively. ~~The~~These costs ~~consisted~~consist primarily of direct materials and labor, as well as indirect manufacturing costs. Consistent with the causes of ~~decreased~~increased Engineering revenue noted above, the ~~decrease~~increase of approximately $~~18.~~9.2 million was primarily due to ~~decreased~~increased receipts of materials resulting ~~from~~in ~~increased~~our ~~competition~~ability ~~for~~to ~~direct~~complete ~~materials~~projects, ~~due~~combined towith ~~supply~~the ~~chain~~E4A ~~constraints~~Solutions Acquisition.

Selling, general and administrative expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, totaled $~~266~~298.98 million and $~~100~~266.39 million, respectively. Selling, general and administrative expenses consist of stock-based compensation, legal and professional fees, and other personnel and related costs. The increase of approximately $~~166~~31.69 million was primarily due to ~~increases~~a in$17.3 ~~stock~~million ~~compensation~~increase ~~expenses~~in oflegal ~~$93.0~~and ~~million,~~professional ~~which~~fees ~~was~~ primarily ~~due~~related to ~~new~~ongoing ~~grants~~litigation ~~under~~and ~~our~~an ~~long-term~~$8.7 ~~incentive~~million ~~program,~~increase in compensation ~~expenses~~expense, ofincluding ~~$22.8~~stock ~~million~~based compensation, as a result of hiring additional employees to support our ongoing growth, ~~legal~~ and ~~professional~~data ~~fees~~center ~~of $29~~team.4 ~~million~~The ~~primarily~~remaining ~~related~~increase towas ~~ongoing~~due ~~litigation,~~to ~~public~~an ~~company~~increase ~~compliance,~~in ~~and~~other ~~ongoing~~general ~~due~~operating ~~diligence,~~costs ~~and~~such ~~$21.2~~as ~~million for additional~~ insurance and ~~other~~information ~~costs~~technology ~~primarily~~projects ~~attributable~~ to ~~ongoing~~support our growth.

Depreciation and amortization expense during the years ended December 31, ~~2024~~2025 and ~~2023~~2024 totaled $~~212~~346.18 million and $~~252~~212.41 million, respectively, aan ~~decrease~~increase of $40134.38 million. The ~~decrease~~increase was primarily ~~due~~attributable to the ~~change~~completion inof the ~~estimated~~first ~~lives~~phase of ~~our~~development ~~Bitcoin~~of ~~miners~~the ~~from~~Corsicana 2Facility ~~years~~for toBitcoin 3Mining ~~years,~~purposes ~~partially~~in ~~offset~~late by2024 ~~increased~~and ~~depreciation~~increases ~~from~~in ~~the~~miners ~~Corsicana~~deployed ~~Facility~~at ~~coming~~our ~~online~~Rockdale inFacility ~~April 2024~~ and ~~additional~~Corsicana ~~miners being deployed~~Facility.

The changes in fair value of ~~Bitcoin~~bitcoin for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were ~~gains~~losses of $~~457~~115.49 million and gains of $~~184~~457.74 million, respectively, and were recognized to adjust the fair value of our ~~Bitcoin~~bitcoin held at the end of each period.

The changes in fair value of our derivative ~~asset~~assets for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were ~~gains~~losses of $451.34 million and gains of $645.73 million, respectively, and were recorded to adjust the fair values of ~~the~~our ~~Rockdale PPA and 25 MW Power Purchase Agreement in place at the Corsicana Facility (“Corsicana PPA”)~~PPAs, which are classified as a derivative assets and measured at fair value. The changes in fair value were primarily due to changes in future power prices over the applicable period. The gain incurred during the year ended December 31, 2024, was primarily attributable to the average of the forward prices utilized in the discounted cash flow estimation models increasing from $45.15 per megawatt hours (“mWh”) as of December 31, 2023, to $51.70 per mWh as of December 31, 2024.

Power curtailment credits during the years ended December 31, 2024 and 2023 were $33.7 million and $71.2 million, respectively, and represent sales of unused power under the Rockdale PPA and the Kentucky PPA and participation in ancillary services under ERCOT and MISO Demand Response Services Programs. The amount of these credits varies from period to period depending on various factors impacting the supply of power to, and the demand for power on, the power grids, such as weather and global fuel costs.51

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~~Loss~~and onmeasured ~~the~~at ~~sale/exchange~~fair ofvalue. ~~equipment~~The loss incurred during the ~~years~~year ended December 31, ~~2024~~2025, ~~and~~was ~~2023,~~primarily ~~were~~attributable to a decrease in the fair value of the derivative assets of approximately $1713.49 million due to settlements and ~~$5.3~~the ~~million~~passage of time, ~~respectively.~~partially ~~The~~offset ~~loss~~by onan ~~sale~~increase ~~during~~in the ~~year~~fair ~~ended~~value ~~December~~of ~~31,~~approximately ~~2024,~~$12.5 ~~was~~million ~~attributable~~due to the ~~sale~~forward ofprices ~~19,817~~utilized ~~Antminer~~in ~~model~~the ~~S19~~discounted XPcash ~~miners~~flow ~~for~~estimation ~~proceeds~~models increasing from $51.98 per MWh as of December 31, 2024, to $1455.370 ~~million~~per MWh as of December 31, 2025. The ~~loss~~gain onrecognized ~~sale~~ during the year ended December 31, ~~2023~~2024, was primarily attributable to the ~~sale~~average of ~~2,700~~the ~~Antminer~~forward ~~model~~prices ~~S19~~utilized XPin ~~miners~~the ~~for~~discounted ~~proceeds~~cash offlow estimation models increasing from $645.415 ~~million~~per MWh as of December 31, 2023, to $51.98 per MWh as of December 31, 2024.

~~Casualty-related~~Power ~~recoveries~~curtailment ~~(charges),~~credits ~~net~~ during the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $256.87 million and $633.07 million, respectively., Inand ~~December~~represent ~~2022,~~sales ~~the~~of ~~Rockdale~~unused ~~Facility~~power ~~was~~under ~~damaged~~our ~~during~~PPAs ~~severe~~and ~~winter~~participation ~~storms~~ in ~~Texas,~~ancillary ~~resulting~~services inunder ~~casualty-related~~ERCOT ~~charges~~and ~~being~~MISO ~~recognized~~Demand inResponse ~~2023~~Services ~~and 2022~~Programs. The ~~recoveries~~amount ~~recognized~~of ~~during~~these ~~the~~credits ~~years~~varies ~~ended~~from ~~December~~period ~~31,~~to ~~2024~~period ~~and~~depending ~~2023,~~on ~~were~~various ~~primarily~~factors impacting the ~~result~~supply of ~~cash~~power ~~recoveries~~to, ~~from~~and ~~insurance~~the ~~claims~~demand ~~related~~for topower on, the ~~December~~power ~~2022~~grids, ~~winter~~such ~~storms~~as weather and global fuel costs.

The change in fair value of contingent consideration during the years ended December 31, 2025 and 2024 were gains of $18.1 million and $2.5 million, respectively, and were a result of the change in estimates for the potential earnout contingent consideration to the former sellers in the Block Mining Acquisition and the E4A Solutions Acquisition.

The loss on contract settlement during the years ended December 31, 2025 and 2024 was $158.1 million and $0.0 million, respectively. The loss in 2025 was attributable to the Rhodium Settlement.

The loss on legal settlement during the years ended December 31, 2025 and 2024 was $20.0 million and $0 million, respectively. The loss in 2025 was attributable to a settlement reached with one of our legacy Data Center Hosting bitcoin mining customers in February 2026.

Gains/losses on the sale of equipment during the years ended December 31, 2025 and 2024, were gains of $2.3 million and losses of $17.4 million, respectively. The gain on sale during the year ended December 31, 2025, was primarily attributable to the sale of various miners and mining equipment for proceeds of $6.8 million. The loss on sale during the year ended December 31, 2024, was primarily attributable to the sale of Antminer model S19 XP miners for proceeds of $14.3 million.

Casualty-related recoveries, net during the years ended December 31, 2025 and 2024 were $0.2 million and $2.8 million, respectively. In December 2022, the Rockdale Facility was damaged during severe winter storms in Texas, resulting in casualty-related charges being recognized in 2023 and 2022. The recoveries recognized during the years ended December 31, 2025 and 2024, were the result of cash recoveries from insurance claims related to the December 2022 winter storms.

The impairment of property and equipment during the years ended December 31, 2025 and 2024 was $29.7 million and $0.0 million, respectively. The impairment in 2025 was from certain long-lead items previously included in Construction in progress related to the planned expansion of the Corsicana Facility for bitcoin mining purposes. These items were deemed to be impaired as a result of our decision to expand the Corsicana Facility for data center application purposes instead.

Other income (expense)

~~For~~Interest income for the years ended December 31, ~~2024~~2025 and ~~2023,~~2024 ~~total other income (expense)~~ was ($4314.4)0 million and $827.52 million, respectively~~. The net expense recognized during the year ended December 31~~, ~~2024,~~and was ~~primarily~~earned ~~attributable~~from tointerest ~~unrealized losses~~ on ~~marketable securities of $69.5 million, partially offset by higher interest income earned as a result of higher~~ cash balances ~~and~~held ~~increased interest rates. The income recognized~~ during the year ~~ended December 31, 2023, was primarily attributable to interest income~~.

~~Income~~Interest ~~Taxes~~expense for the years ended December 31, 2025 and 2024 was $24.1 million and $2.0 million, respectively, and was primarily related to interest paid on our revolving lines of credit and letters of credit.

~~For~~Loss on equity method investment – marketable securities during the years ended December 31, ~~2024~~2025 and ~~2023,~~2024 ~~total income tax benefit (expense)~~ was ($028.7)2 million and $569.15 million, respectively., ~~The~~and ~~decrease~~was inrecognized ~~income~~to ~~tax~~adjust ~~benefit~~the fair value of ~~$5.8~~our ~~million~~equity ~~was~~method ~~primarily~~investment ~~attributable~~held toat the ~~change~~end of each period. The equity method investment was sold in its entirety during the ~~contingent~~year ~~consideration~~ended ~~liability~~December 31, 2025.

~~Results~~Loss ofon ~~Operations~~convertible ~~Comparative~~notes ~~Results~~investment ~~for~~during the ~~Years~~ ~~Ended~~years ended December 31, 2025 ~~2023~~and 2024, was $5.8 million and ~~2022~~$0.0 million, respectively. The loss in 2025 was due to the Company determining that not only was a conversion event highly unlikely, but also that no proceeds were expected to be received from the convertible note investment, including the original investment and accrued interest.

~~Revenue~~52

Total revenue for the years ended December 31, 2023 and 2022 was $280.7 million and $259.2 million, respectively, and consisted of Bitcoin Mining revenue, Engineering revenue, and Other revenue. Other revenue consists almost entirely of residual activity related to our ceased Data Center Hosting segment.

For the years ended December 31, 2023 and 2022, Bitcoin Mining revenue was $189.0 million and $156.9 million, respectively. The increase of $32.1 million was primarily due to a 19.3% increase in the number of Bitcoin mined in the 2023 period as compared to the 2022 period, which was primarily the result of an increase in miners deployed, partially offset by an increase in the Bitcoin network difficulty.

For the years ended December 31, 2023 and 2022, Engineering revenue was $64.3 million and $65.3 million, respectively. The decrease of $1.0 million was primarily attributable to supply chain constraints resulting in decreased receipts of materials, delaying the completion of certain custom products, and therefore, the recognition of revenue. Our custom electrical products are used as important components in data center development and in power generation and distribution facilities. There has been increased demand for these products due to the escalated interest in data center construction, as well as the growing worldwide demand for power.

Costs and expenses

For the years ended December 31, 2023 and 2022, Cost of revenue for Bitcoin Mining consisted of the following:


	Years Ended December 31,
	2023		2022
Power	$	89,134	$	54,294
Insurance on miners		3,768		234
Third-party hosting fees paid		—		19,001
Other(1)		3,695		806
Total Bitcoin Mining cost of revenue	$	96,597	$	74,335

(1) All amounts included within Other are individually not material.

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This increase of approximately $22.3 million was primarily due to the increase in Bitcoin Mining capacity at the Rockdale Facility, which requires additional headcount and direct costs necessary to maintain and support our expanded Bitcoin Mining operations. Cost of revenue for Bitcoin Mining excludes depreciation and amortization, which are stated separately on our Consolidated Statements of Operations.

Cost of revenue for Engineering for the years ended December 31, 2023 and 2022 was $60.6 million and $57.5 million, respectively, an increase of approximately $3.1 million. The costs consisted primarily of direct materials and labor, as well as indirect manufacturing costs. The increase was primarily due to increased cost of labor and materials, partially offset by decreased receipts of materials resulting from increased competition for direct materials due to supply chain constraints.

Selling, general and administrative expenses for the years ended December 31, 2023 and 2022, totaled $100.3 million and $67.5 million, respectively, an increase of approximately $32.8 million. Selling, general and administrative expenses consist of stock-based compensation, legal and professional fees, and other personnel and related costs. The increase was primarily attributable to an increase in compensation expense, which increased by $12.2 million as a result of hiring additional employees to support our ongoing growth, increased stock-based compensation of $7.6 million due to the adoption of the long-term incentive plan and additional headcount, increased legal and professional fees of $8.1 million primarily related to ongoing litigation and public company compliance, and an increase of $5.0 million in other general operating costs such as insurance and information technology projects to support our growth.

Depreciation and amortization expense during the years ended December 31, 2023 and 2022 totaled $252.4 million and $108.0 million, respectively, an increase of $144.4 million. The increase was primarily due to higher depreciation expense recognized for the Rockdale Facility and the significant increase in the number of recently acquired and deployed miners.

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

The changes in fair value of our derivative asset for the years ended December 31, 2023 and 2022 were gains of $6.7 million and $71.4 million, respectively, and were recorded to adjust the fair value of the Rockdale PPA, which is classified as a derivative asset and measured at fair value. The changes in fair value were primarily due to changes in future power prices over the applicable period. The gain incurred during the year ended December 31, 2023, was primarily attributable to the average of the forward prices utilized in the discounted cash flow estimation models increasing from $43.59 per mWh as of December 31, 2022 to $45.15 per mWh as of December 31, 2023.

Power curtailment credits during the years ended December 31, 2023 and 2022 were $71.2 million and $27.3 million, respectively, and represent sales of unused power under the Rockdale PPA and participation in ancillary services under ERCOT Demand Response Services Programs. The amount of these credits varies from period to period depending on various factors impacting the supply of power to, and the demand for power on, the ERCOT power grid, such as weather and global fuel costs.

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

Casualty-related (charges) recoveries, net during the years ended December 31, 2023 and 2022 were $6.0 million and ($9.7) million, respectively. In December 2022, the Rockdale Facility was damaged during severe winter storms in Texas, resulting in casualty-related charges being recognized in 2023 and 2022. The income recognized during the year ended December 31, 2023, was the result of cash recoveries from insurance claims related to the December 2022 winter storms.

Gain (loss) on the sale/exchange of equipment during the years ended December 31, 2023 and 2022 was $(5.3) million and $16.3 million, respectively. The loss on sale during the year ended December 31, 2023 was attributable to the sale of 2,700 Antminer model S19 XP miners for gross proceeds of $6.4 million. The gain on sale during the year ended December 31, 2022 was attributable to us exchanging approximately 5,700 Antminer model S19 Pro miners previously deployed at the Coinmint Facility for 5,000 factory-new Antminer model S19j Pro miners.

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Other income (expense)

For the years ended December 31, 2023 and 2022, total other income (expense) was $8.5 million and ($8.6) million, respectively. The income recognized during the year ended December 31, 2023 was primarily attributable to interest income earned as a result of higher cash balances and increased interest rates. The loss incurred in 2022 primarily consisted of realized losses on marketable equity securities of $9.0 million upon the sale of all of our marketable equity securities.

Income Taxes

For the years ended December 31, 2023 and 2022, total income tax benefit (expense) was $5.1 million and $11.7 million, respectively. The decrease in income tax benefit of $6.6 million was primarily attributable to the change in the contingent consideration liability.

Non-GAAP Measures

In addition to financial measures presented under ~~generally~~Generally ~~accepted~~Accepted ~~accounting~~Accounting ~~principles~~Principles ~~in the United States~~ (“GAAP”), we consistently evaluate our use of and calculation of non-GAAP financial measures such as “Adjusted EBITDA.” EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is a financial measure defined as EBITDA adjusted to eliminate the effects of certain non-cash and/or non-recurring items that do not reflect our ongoing strategic business operations, which management believes ~~results~~result in a performance measurement that represents a key indicator of our core business operations ofin Bitcoin ~~mining~~Mining. The adjustments include fair value adjustments such as derivative power contract adjustments, equity securities fair value changes, and non-cash stock-based compensation expense, in addition to financing and legacy business income and expense items.

We believe Adjusted EBITDA can be an important financial performance measure because it allows management, investors, and our ~~Board~~board of directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period- to- period by making such adjustments. Additionally, Adjusted EBITDA is used as a financial performance metric infor ~~our~~ share-based compensation ~~plan~~.

Adjusted EBITDA is provided in addition to, and should not be considered ~~to be~~ a substitute for, or superior to, net income, the most comparable measure under GAAP to Adjusted EBITDA. Further, Adjusted EBITDA should not be considered as an alternative to revenue growth, net income, diluted ~~earnings~~net income per share, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider this financial measure either in isolation or as a substitute for analyzing our results as reported under GAAP.

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The following table reconciles Adjusted EBITDA to Net income (loss), the most comparable GAAP financial measure:


	Years Ended December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~
Net income (loss)	$	~~109~~(663,~~401~~181)	$	~~(49~~109,~~472)~~401	$	~~(509,553)~~
Interest income		(2713,~~166~~984)		(1127,~~076~~166)		~~(1,763)~~
Interest expense		124,~~985~~144		21,~~854~~985		~~1,309~~
Income tax expense (benefit)		~~744~~(150)		~~(5,093)~~744		~~(11,749)~~
Depreciation and amortization		~~212~~346,~~053~~811		~~252~~212,~~354~~053		~~107,950~~
EBITDA		~~297~~(306,~~017~~360)		~~189~~297,~~567~~017		~~(413,806)~~

Adjustments:
Stock-based compensation expense		125,~~204~~711		32125,~~170~~204		~~24,555~~
Acquisition-related costs		~~5,541~~187		—5,541		78
Change in fair value of derivative asset		(45,277)		(6,721)		(71,418)
Change in fair value of derivative assets		1,447		(45,277)
Change in fair value of contingent consideration		(218,~~459~~071)		—(2,459)		~~(159)~~
Unrealized loss (gain) on equity method investment - marketable securities		69,489		—		8,996
Loss (gain) on equity method investment - marketable securities		28,192		69,489
Loss (gain) on sale/exchange of equipment		17,429		5,336		(16,281)
Loss (gain) on sale of equipment		(2,267)		17,429
Casualty-related charges (recoveries), net		(~~2,795~~174)		(52,~~974~~795)		~~9,688~~
Impairment of goodwill		—		—		335,648
Loss on contract settlement		158,137		—
Impairment of miners		—		—		55,544
Loss on legal settlement		20,000		—
Other (income) expense		(863)		(260)		59
(Gain) on acquisition post-close dispute settlement		(26,007)		—
License fees		(97)		(97)		(97)
Impairment of property and equipment		29,736		—
Adjusted EBITDA	$	463,189	$	214,021	$	(67,193)
Loss on convertible notes investment		5,757		—
Other (income) expense		(2,944)		(863)
Amortization of license fee revenue		(388)		(97)
Adjusted EBITDA	$	12,956	$	463,189

LIQUIDITY AND CAPITAL RESOURCES

We generate non-cash revenue through mining ~~Bitcoin~~bitcoin at our Facilities, ~~which we retain based on our Bitcoin Treasury Strategy,~~ while financing operations and other expenses ~~with cash typically raised~~ through the ~~issuance~~sales of our ~~common~~bitcoin ~~stock under our ATM offering program. Additionally~~production, inborrowing ~~the~~against ~~year~~our ~~ended~~credit ~~December 31~~facilities, ~~2024,~~and weissuance ~~used nearly all~~ of ~~our~~common ~~cash~~stock ~~proceeds~~under ~~from~~the ~~our~~ATM ~~0.75%~~program ~~Convertible Senior Notes due 2030, to acquire Bitcoin~~offerings. During the ~~year~~years ended December 31, 2025 ~~2024~~ and ~~2023~~2024, we issued and sold approximately 9016.67 million shares and 6290.26 million shares, respectively, of our common stock under our ATM ~~offering~~ program offerings for aggregate net proceeds (net of sales commissions and expenses) of $~~956~~207.67 million and $~~761~~956.86 million, respectively.

As of December 31, 2024, our net working capital totaled approximately $439.1 million, including cash and cash equivalents of $277.9 million, and marketable securities of $134.3 million. During the year ended December 31, 2024, we reported net income of $109.4 million, which included $395.7 million in non-cash net gains, primarily consisting of revenue recognized from Bitcoin mined of $321.0 million, $457.4 million in change in fair value of Bitcoin, and the change in fair value of the derivative asset of $45.3 million, partially offset by depreciation and amortization of $212.1 million, stock-based compensation of $125.2 million, and the unrealized loss on marketable securities of $69.5 million.53

During the year ended December 31, 2024, we sold 212 Bitcoin for proceeds of approximately $9.5 million. Subsequent to those sales, we made the strategic decision to temporarily halt the sale of all our Bitcoin production and instead, increase our Bitcoin holdings. We monitor our balance sheet on an ongoing basis and evaluate the level of Bitcoin retained from monthly production in consideration of our cash requirements for ongoing operations and expansion.

Contractual Commitments and Obligations

As of December 31, 2024, we had a remaining commitment of approximately $1.0 million due to MicroBT for the contractual purchase of miners, which was paid in full in January 2025.

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~~Development~~As of December 31, 2025, our net working capital totaled approximately ($21.1) million, including cash and cash equivalents of $233.5 million. During the ~~Corsicana~~year ~~Facility~~ended December 31, 2025, we reported a net loss of $663.2 million, which included $96.7 million in non-cash losses, primarily resulting from $346.8 million of depreciation and amortization, stock-based compensation of $125.7 million, and $115.9 million change of fair value of Bitcoin, partially offset by Bitcoin Mining revenue of $576.3 million.

During the year ended December 31, ~~2022~~ 2025, we ~~announced~~sold ~~our planned development of the Corsicana Facility~~5,363 ~~our~~bitcoin ~~second~~for ~~large-scale~~proceeds ~~Bitcoin~~of ~~Mining~~approximately ~~facility located on a 265-acre site in Navarro County, Texas~~$535.5 ~~The Corsicana Facility is expected, upon completion, to have 1~~million.0 GWWe ofmonitor ~~developed capacity, with an additional 200 MW of electrical capacity available for development, at~~ our ~~discretion,~~balance ~~which~~sheet ~~is securely supplied with power by a substation being developed for us~~ on ~~the~~an ~~premises~~ongoing ~~that~~basis ~~will~~and beevaluate ~~interconnected with~~ the ~~nearby~~level ~~Navarro~~of ~~Switch.~~bitcoin ~~The~~retained ~~strategic decision to locate the Corsicana Facility next to the Navarro Switch was made to limit electricity lost~~ in ~~transmission~~consideration ~~and maximize the efficiency~~ of our ~~substation’s~~cash ~~power~~requirements ~~distribution~~for ~~facilities.~~ongoing The initial phase of the development of the Corsicana Facility involved the construction of a 400 MW substation and an equal amount of immersion-cooled Bitcoin Mining infrastructure spread across multiple buildings, as well as construction of various utilities, offices, warehouses, and infrastructure to support the facility’s operations~~. Our~~ Bitcoin Mining operations commenced in April 2024, following commissioning of the substation. As of December 31, 2024, we deployed 400 MW of Bitcoin Mining infrastructure comprised of four completed 100 MW buildings, Buildings A1, A2, B1, and B2expansion.

Contractual Commitments and Obligations

~~Through~~As ~~December~~of December 31, ~~2024~~ 2025, we ~~incurred~~had ~~costs~~a remaining commitment of approximately $~~415~~29.94 million ~~related~~due to ~~the~~MicroBT ~~development~~for of the ~~first~~contractual ~~phase~~purchase of ~~the Corsicana Facility~~miners, which ~~consisted~~we ofexpect ~~$10.1~~to ~~million~~pay ~~for~~through ~~land~~the ~~and~~second ~~$405.8~~quarter ~~million~~ of ~~initial developments costs and equipment~~2026.

Revenue from Operations

Bitcoin Mining

We expect to generate ongoing revenue from ~~Bitcoin~~bitcoin rewards in connection with our Bitcoin Mining operations and we will continue to evaluate our ability to liquidate ~~Bitcoin~~bitcoin rewards at future values ~~will be regularly evaluated~~ to generate cash for operations.

Generating ~~Bitcoin~~bitcoin rewards which exceed our production and overhead costs ~~will~~is ~~determine~~critical to our ability to report profit margins ~~related~~from toour ~~such~~ Bitcoin Mining operations, although accounting for our reported profitability is ~~significantly~~increasingly complex. Furthermore, regardless of our ability to generate proceeds from the sale of our ~~Bitcoin~~bitcoin produced from our Bitcoin Mining business, we may need to raise additional capital in the form of equity or debt to fund our operations and pursue our business strategy.

The ability to raise funds through the sale of equity, debt financings, or the sale of ~~Bitcoin~~bitcoin to maintain our operations is subject to many risks and uncertainties and any future equity issuances or convertible debt offerings could result in dilution to our existing stockholders and any future debt or debt securities may contain covenants that limit our operations or ability to enter into certain transactions. Our ability to realize revenue through ~~Bitcoin~~bitcoin production and successfully convert ~~Bitcoin~~bitcoin into cash or fund overhead with ~~Bitcoin~~bitcoin is subject to a number of risks, including regulatory, financial and business risks, many of which are beyond our control. Additionally, we have observed significant historical volatility in the market price of ~~Bitcoin~~bitcoin and, as such, future prices cannot be predicted. ~~See the discussion of risks affecting our business under Part I, Item 1A. “Risk Factors” of this Annual Report.~~

Engineering

Substantially all Engineering revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts. Revenue is recognized over time as performance creates or enhances an asset with no alternative use, and for which we have an enforceable right to receive compensation as defined under the contract. The length of time required to complete a custom product varies but is typically between four toand 12 weeks.

Customers are typically required to make periodic progress payments based on contractually agreed-upon milestones.

If we are unable to generate sufficient revenue from our Bitcoin Mining or Engineering operations when needed or secure additional sources of funding, it may be necessary to significantly reduce our current rate of spending or explore other strategic alternatives.

Long-term Debt

In December 2024, we issued $594.4 million aggregate principal amount of the Convertible Senior Notes maturing in 2030 (“2030 Notes”) and used $577.5 million of the net proceeds from the 2030 Notes to acquire 5,784 Bitcoin.

As part of the Block Mining Acquisition, we acquired a $5.7 million note payable with a fixed interest rate of 8.81%. The note payable matures in December 2035, with annual principal and interest payments due beginning on December 31, 2024.

See Note 12. Debt, for additional descriptions of the long-term debt instruments described above.

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ATM Equity Offerings

During ~~2024,~~2025 ~~2023~~ and ~~2022~~2024, we offered and sold shares of our common stock through ~~at-the-market~~ATM ~~equity~~ offering ~~(“ATM Offerings”)~~ programs pursuant to sales agreements with sales agents (each, an “ATM Program”). ~~See~~For ~~Note~~additional ~~14,~~information ~~Stockholders’~~regarding ~~Equity~~our ~~for~~ATM ~~the~~Program, ~~terms~~see ~~and~~Note ~~provisions~~14, ofStockholders’ ~~each sales agreement~~Equity.

The following table sets forth shares sold and net proceeds received (net of sales commissions and expenses) from shares sold under each ATM Program during the years ended December 31, 2024 and 2023 (in thousands, except number of shares):54


	Years Ended December 31,
	2024			2023
	Shares	Net Proceeds		Shares	Net Proceeds
2022 ATM Program	-	$	-	16,447,645	$	191,248
2023 ATM Program	8,644,100		114,836	45,758,400		570,525
February 2024 ATM Program	40,646,055		462,102	-		-
August 2024 ATM Program	41,336,261		379,699	-		-
Total	90,626,416	$	956,637	62,206,045	$	761,773

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The following table sets forth shares sold and net proceeds received (net of sales commissions and expenses) from shares sold under each ATM Program:


	Years Ended December 31
	2025			2024
	Shares	Net Proceeds		Shares	Net Proceeds
2023 ATM Program	—	$	—	8,644,100	$	114,836
February 2024 ATM Program	—		—	40,646,055		462,102
August 2024 ATM Program	16,748,832		207,702	41,336,261		379,699
Total	16,748,832	$	207,702	90,626,416	$	956,637

As of December 31, ~~2024~~ 2025, ~~approximately~~ $~~362~~500.20 million of our common stock remained available for issuance and sale pursuant to the ~~August~~2025 ~~2024~~ ATM Program. The remaining prior 2024 ATM Program sales ~~agreements~~agreement ~~were~~was terminated ason ofDecember ~~August 9~~30, ~~2024~~2025.

Debt Financing

During 2025 and 2024, we received total net proceeds of $251.9 million and $578.3 million, respectively, from the issuance of debt and use of revolving credit facilities.

During 2025, proceeds primarily consisted of $54.3 million of net proceeds from revolving credit facilities and proceeds of $200.0 million from our bitcoin-backed credit facility. Our revolving credit facilities are fully collateralized by cash held as Restricted cash and our bitcoin-backed credit facility is fully collateralized by certain of our bitcoin held as Restricted bitcoin.

During 2024, the net proceeds were entirely from the issuance of our 0.75% Convertible Senior Notes (the “2030 Notes”).

Legal Proceedings

We have been named a defendant in several lawsuits, as more fully described in Note 17. Commitments and Contingencies.

Cash Flows

The following table presents a summary of our cash flows:


	~~Years Ended December 31,~~	Years Ended December 31,
	~~2024~~	2025		~~2023~~	2024
Net cash provided by (used in) operating activities	$	~~(255,052)~~$	(572,928)	$	~~33,085~~$	(255,052)
Net cash used in investing activities	$	(1,508,805)		$	(414,766)
Net cash provided by (used in) investing activities		$	76,127		$	(1,508,805)
Net cash provided by financing activities	$	1,517,989		$	748,522
Net cash provided by (used in) financing activities		$	455,289		$	1,517,989

Operating Activities

The $317.9 million increase in cash used in operating activities during the year ended December 31, ~~2024~~ 2025, as compared to the year ended December 31, ~~2023~~ 2024, was primarily attributable to aincreased power costs of $~~166~~132.74 million, ~~reduction~~$122.6 inmillion ~~proceeds~~related ~~from~~to the ~~sale~~Rhodium ~~of Bitcoin due to our ceasing of sales of Bitcoin early in 2024~~Settlement, ~~increased power costs of $59.8 million,~~ and a $7331.54 million increase in selling, general, and administrative costs, excluding stock-based compensation, all of which were primarily driven by our increased mining capacity and headcount, combined with other general operating costs such as insurance and information technology projects to support our growth.

Investing Activities

~~Cash~~For ~~used in investing activities during~~ the ~~years~~year ended December 31, ~~2024 and 2023~~2025, ~~was~~net ~~primarily~~cash ~~attributable~~provided toby ~~purchases~~investing ofactivities ~~Bitcoin and purchases and deposits paid for miners and purchases~~ of ~~property and equipment for our ongoing expansions, as we continue towards our anticipated 38~~$76.41 ~~EH/s~~million ofwas ~~total~~primarily ~~self-mining~~attributable ~~hash~~to ~~rate~~proceeds ~~capacity~~from by the ~~end~~sale of ~~2025.~~bitcoin ~~During~~of ~~2024, we acquired 5,784 Bitcoin for approximately~~ $~~577~~535.5 million. Weand ~~completed~~proceeds ~~our expansion~~ of ~~the~~$106.1 ~~Rockdale~~million ~~Facility~~from ~~during~~ the ~~year~~sale ~~ended~~of ~~December~~marketable 31securities, ~~2023,~~partially ~~and~~offset ~~continued~~by topurchases ~~develop~~and ~~the~~deposits ~~Corsicana~~paid ~~Facility,~~for ~~which~~miners ~~commenced~~and ~~self-mining~~purchases ~~operations during the second quarter~~ of ~~2024,~~property and ~~the~~equipment ~~first~~for ~~phase~~our ofongoing ~~which~~expansions ~~was completed in the fourth quarter~~ of ~~2024~~$213.6 ~~During the years ended December 31~~million, ~~2024~~with ~~and~~anticipated ~~2023,~~additional wepayments ~~paid~~of $~~442~~29.~~5 million and $230.~~4 million, ~~respectively,~~to inbe ~~deposits~~made ~~and~~through ~~payments for~~ the ~~purchase~~second quarter of ~~miners~~2026, ~~and~~payments ~~paid~~of $~~240~~201.34 million ~~and $193.7 million, respectively,~~ for the ~~purchases~~purchase of property and equipment, ~~including~~and ~~construction~~payments inof ~~process~~$148.4 ~~During~~million ~~2024,~~for wethe ~~also~~purchase ~~purchased 90.1 million shares~~ of ~~Bitfarms common stock for $203.8 million~~land, ~~acquired~~which ~~E4A~~included ~~Solutions~~the ~~for~~acquisition ~~$50.9~~of ~~million~~land inpreviously ~~cash~~subject ~~(net~~to ofa ~~cash~~ground ~~acquired),~~lease and ~~acquired~~other ~~Block~~land ~~Mining~~intended for ~~$7.2~~ongoing ~~million~~data incenter ~~cash (net of cash acquired)~~development.

51For the year ended December 31, 2024, net cash used in investing activities was $1.5 billion. We acquired bitcoin for $577.5 million, paid $442.5 million in deposits and payments for the purchase of miners, paid $240.3 million for the purchase of property and equipment, and paid $203.8 million for our investment in marketable securities.

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Financing Activities

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, net cash provided by financing activities ~~primarily~~was ~~consisted of net proceeds from our ATM Offerings of~~ $~~956~~455.63 million and $~~761~~1.85 ~~million~~billion, respectively~~. During the year ended December 31~~, ~~2024,~~which weincluded ~~received~~net proceeds ~~of $594.4 million~~ from ~~the~~our ~~issuance~~ATM ofProgram ~~the~~offerings ~~2030~~totaling ~~Notes, for which we paid debt issuance costs of approximately~~ $15207.27 million. Inand ~~addition to the 2030 Notes, we assumed approximately~~ $5956.36 million, ~~in debt as part of the Block Mining Acquisition~~respectively. We have primarily financed our strategic growth through proceeds from our ATM Offerings and issuances of our common stock. It is reasonably likely that we will continue to finance our ongoing growth with proceeds from current and future ATM Offerings and may utilize additional convertible debt offerings.

During the year ended December 31, 2025, we received total net proceeds of $251.9 million from the use of our debt instruments. As of December 31, 2025, we had approximately $853.7 million in total principal on our debt outstanding, consisting of $594.4 million from our 2030 Notes, $200.0 million from our bitcoin-backed credit facility, $54.3 million from our revolving credit facilities, and $5.0 million of notes payable. During the year ended December 31, 2024, we received net proceeds from the issuance of our 2030 Notes of $579.1 million.

We have primarily financed our strategic growth through proceeds from issuances of our common stock through ATM Program offerings and various credit facilities, and it is reasonably likely that we will continue to finance our ongoing growth similarly and may use additional debt financing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing our financial statements in accordance with GAAP, there are certain accounting policies that may require a choice between acceptable accounting methods or may require substantial judgment or estimation in their application. The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our Consolidated Financial Statements. An accounting estimate is considered critical if both (i) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (ii) the impact within a reasonable range of outcomes of the estimates and assumptions is material to our Consolidated Financial Statements. These include: business combinations, valuation of the Rockdale PPA and the Corsicana PPA, long-lived assets and stock-based compensation. We believe these and other accounting policies set forth in Note 12. ~~Basis~~Significant ofAccounting ~~Presentation~~Policies and ~~Summary~~Recent ~~of Significant~~ Accounting ~~Policies~~Pronouncements should be reviewed as they are integral to understanding our results of operations and financial condition.

We have discussed the selection of critical accounting policies and the effect of estimates with the Audit Committee of our Board.

Business combinations

Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for property and equipment and contingent consideration, where applicable. Although we believe our assumptions and estimates have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Estimates used in determining the value of property and equipment included the estimated replacement costs, which included replacement cost new, remaining life, and effective age. Estimates primarily used in determining the value of the contingent consideration included the timing and probability of achieving milestones and discount rates.

Rockdale PPA and Corsicana PPA Valuation

The Rockdale PPA and the Corsicana PPA are accounted for as derivatives, the valuations of which are based on significant unobservable inputs ~~utilized in the valuations~~, which include discounted cash flow estimation models containing quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the respective terms of the Rockdale PPA and the Corsicana PPA. Significant ~~judgement~~judgment and estimations are required when creating the discounted cash flow estimation models. Should our discounted cash flow estimation models change significantly, potentially material changes to the fair value of the derivative ~~asset~~assets may result, which could have a material impact on our financial statements.

See Note 9. Power Supply Agreements for a discussion of the unobservable inputs and their impact on the valuation.

Long-lived assets

Long-lived assets are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Judgment is necessary in estimating our various assets’ useful lives. This includes evaluating our own usage experience with our currently owned assets, the quality of materials used in construction-related projects, and for its miners, the rate of technological advancement and market-related factors such as the price of ~~Bitcoin~~bitcoin and the ~~Bitcoin~~bitcoin network hash rate, which impact the value of the miners. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, which is determined based on a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Significant judgment is used when estimating future cash flows, particularly the price of Bitcoin and the Bitcoin network hash rate. If such assets are considered impaired, an impairment is recognized based on the amount by which the carrying amount exceeds the estimated fair value of the assets.

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undiscounted future cash flows expected to be generated by the asset. Significant judgment is used when estimating future cash flows, particularly the price of bitcoin and the bitcoin network hash rate. If such assets are considered impaired, an impairment is recognized based on the amount by which the carrying amount exceeds the estimated fair value of the assets.

Should our estimates of useful lives, undiscounted future cash flows, or asset fair values change, additional and potentially material impairments may be required, which could have a material impact on our reported financial results.

Stock-based Compensation

Stock-based compensation expense related to share-based payment awards is recognized at the grant date of the award and is estimated based on the fair market value of our common stock on the date of the grant. Compensation cost for performance-based, share-based payment awards is recognized over the performance period when achievement of the milestones and targets becomes probable. We use significant judgment in determining the likelihood of meeting milestones and market conditions. Inputs into valuation models such as Monte Carlo simulations include both the Company’s and the ~~Russell~~RUSSELL 3000’s historical and expected annual volatilities, and depending on the inputs selected, we could calculate significantly different estimated grant date fair values, materially impacting the valuation of our stock-based awards and the stock-based compensation expense we recognize in future periods.

Recently Issued and Adopted Accounting Pronouncements

See Note 2. Significant Accounting Policies and Recent Accounting Pronouncements for a description of applicable recent accounting pronouncements and any material impact on our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in our forward-looking statements. For more information regarding the forward-looking statements used in this section and elsewhere in this Annual Report, see the “Cautionary Note Regarding Forward-Looking Statements” at the forepart of this Annual Report.

The sensitivity analyses disclosed below provide only a limited, point-in-time view of the market risk of the financial instruments discussed. The actual impact of the respective underlying rates and price changes on the financial instruments may differ significantly from those shown in the sensitivity analyses.

Risk Regarding the Price of Bitcoin.

Our business and development strategy is focused on maintaining and expanding our Bitcoin Mining operations to maximize the amount of new ~~Bitcoin~~bitcoin rewards we earn. As of December 31, ~~2024~~2025, we held 1718,~~722~~005 ~~Bitcoin~~bitcoin ~~that was~~ recognized at its fair value of $1.76 billion. ~~Of our Bitcoin held 11,938 were produced from our Bitcoin Mining operations and 5,784 were acquired using proceeds of approximately $577.5 million from the offering of the 2030 Notes.~~

WeThe market price of bitcoin is highly volatile, and we cannot accurately predict ~~the~~ future ~~market~~ price ofmovements. ~~Bitcoin,~~Fluctuations ~~the~~in ~~future~~Bitcoin’s market value ofdirectly ~~which will~~ affect revenue generated from our mining operations,. ~~and~~In addition, any ~~future~~ declines in the fair value of the ~~Bitcoin~~bitcoin we mine and hold for our account would be ~~reported~~reflected in our financial statements ~~and results of operations~~ as a charge against net income, which could have a material adverse effect on our results of operations and the market price for our securities.

~~The~~We ~~following~~manage ~~table~~our ~~presents~~exposure ~~the~~to ~~impact~~bitcoin ofprice ~~10%~~volatility ~~changes~~by investing in ~~the~~energy-efficient ~~price~~miners ofand ~~Bitcoin~~vertical onintegration, and by diversifying our ~~Bitcoin~~revenue ~~holdings~~streams ~~during~~through our data center initiatives. Management regularly monitors market conditions and liquidity requirements to determine the ~~applicable~~timing ~~year:~~of bitcoin sales and our capital expenditures.


	For the year ended December 31, 2024				For the year ended December 31, 2023
	10% Increase in		10% Decrease in		10% Increase in		10% Decrease in
	Price of Bitcoin		Price of Bitcoin		Price of Bitcoin		Price of Bitcoin
Increase/(Decrease) in Net Income	$	108,907	$	(108,907)	$	48,922	$	(48,922)

The increased sensitivity to price changes in 2024 as compared to 2023 was primarily due to the significant increase in Bitcoin throughout 2024 and as of December 31, 2024 as compared to December 31, 2023.

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~~Risk~~The ~~Regarding~~following table presents the ~~Price~~hypothetical impact on our net income of ~~Power~~10% changes in the price of bitcoin during the applicable year:

The following table presents the impact of 10% changes in the future power prices (taking into account the dates of maturity of our various fixed price PPAs) used to derive the fair value of the Rockdale PPA and the Corsicana PPA derivative assets:


		For the year ended December 31, 2025				For the year ended December 31, 2024
		10% Increase in		10% Decrease in		10% Increase in		10% Decrease in
		Price of Bitcoin		Price of Bitcoin		Price of Bitcoin		Price of Bitcoin
Increase/(Decrease) in Net Income		$	157,532	$	(157,532)	$	108,907	$	(108,907)


	For the year ended December 31, 2024				For the year ended December 31, 2023
	10% Increase in		10% Decrease in		10% Increase in		10% Decrease in
	Future Power Prices		Future Power Prices		Future Power Prices		Future Power Prices
Increase/(Decrease) in Net Income	$	44,438	$	(44,438)	$	43,217	$	(43,217)

The increased sensitivity to price changes in 2025 as compared to 2024 was primarily due to the significant increase in our bitcoin holdings in 2025 and as of December 31, 2025, as compared to December 31, 2024.

Risk Regarding the Price of Commodities

Our operations are highly dependent on the availability and cost of electricity. Certain of our operating costs are subject to price fluctuations caused by the volatility of underlying commodity prices, including the cost of power used in our Bitcoin Mining and data center operations. We manage commodity price risk through PPAs and participation in energy demand-response programs that allow us to curtail operations and return capacity to the grid during periods of high demand. Management considers forward power prices, grid reliability requirements, and operational flexibility when determining the extent of its risk management strategy over power costs. While these strategies are intended to mitigate the impact of price volatility, significant increases in electricity costs or disruptions in power supply could still have a material adverse effect on our results of operations and financial condition.

The following table presents the hypothetical impact on our net income of 10% changes in the future power prices (taking into account the dates of maturity of our various fixed price PPAs) used to derive the fair value of the Rockdale PPA and the Corsicana PPA derivative assets:


		For the year ended December 31, 2025				For the year ended December 31, 2024
		10% Increase in		10% Decrease in		10% Increase in		10% Decrease in
		Future Power Prices		Future Power Prices		Future Power Prices		Future Power Prices
Increase/(Decrease) in Net Income		$	38,860	$	(38,860)	$	44,438	$	(44,438)

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Reports of Independent Registered Public Accounting Firms*	F-1
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022	F-5
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023	F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023, and 2022	F-6
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023	F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023, and 2022	F-7
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022	F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023	F-7
Notes to Consolidated Financial Statements	F-109

* Deloitte & Touche LLP, PCAOB Firm ID No. 34

5558

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Riot Platforms, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Riot Platforms, Inc. and subsidiaries (the "Company") ⁠as of December 31, ~~2024~~2025 and ~~2023~~2024, ⁠the related consolidated statements of operations, comprehensive income (loss), stockholders’' equity, and cash flows, for each of the three years ~~then~~in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the ~~2024 and 2023~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, and the results of its operations and its cash flows for each of the three years ~~then~~in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~The~~We ~~consolidated~~have ~~financial~~also ~~statements of the Company for the year ended December 31~~audited, ~~2022,~~in ~~before~~accordance ~~the~~with ~~effects of~~ the ~~retrospective~~standards ~~adjustments to the disclosures for a change in the composition~~ of ~~reportable segments and~~ the ~~adoption~~Public ofCompany ~~ASU~~Accounting ~~2023-07,~~Oversight ~~Segment~~Board ~~Reporting~~ (~~Topic~~United ~~280~~States): ~~Improvements to Reportable Segment Disclosures~~ (~~ASU 2023-07~~PCAOB), ~~discussed in Notes 2 and 20 to~~ the ~~financial~~Company's ~~statements,~~internal ~~were~~control ~~audited~~over ~~by predecessor auditors whose report, dated March 2, 2023, expressed an unqualified opinion on those statements. We have also audited the adjustments to the 2022 consolidated~~ financial ~~statements~~reporting ~~to retrospectively adjust the disclosures for a change in the composition of reportable segments and apply the change in accounting for the adoption of ASU 2023-07 in 2024,~~ as ~~discussed in Notes 2 and 20 to the financial statements. Our procedures included (1) comparing the amounts~~ of ~~segment~~December ~~revenues~~31, ~~segment costs of revenue~~2025, ~~and~~based ~~gross~~on ~~profit~~criteria ~~(loss)~~established ~~for both the change~~ in ~~composition~~Internal ofControl ~~reportable~~— ~~segments~~Integrated ~~and~~Framework ~~the adoption of ASU 2023-07 to the Company’s underlying accounting analysis,~~ (22013) ~~comparing the~~issued ~~previously~~by ~~reported segment information per~~ the ~~Company’s~~Committee ~~accounting analysis to the adjustments for the adoption~~ of ~~ASU~~Sponsoring ~~2023-07,~~Organizations ~~and (3) recalculating the mathematical accuracy~~ of the ~~reconciliations~~Treadway ofCommission ~~segment~~and ~~amounts to the consolidated financial statements. In~~ our ~~opinion,~~report ~~such~~dated ~~retrospective~~March ~~adjustments are appropriate and have been properly applied. However~~2, ~~we were not engaged to audit~~2026, ~~review,~~expressed oran ~~apply~~unqualified ~~any~~opinion ~~procedures~~on to the ~~2022 consolidated financial statements of the~~ Company's ~~other~~internal ~~than~~control ~~with~~over ~~respect to these retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2022 consolidated~~ financial ~~statements taken as a whole~~reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Mining Revenue – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company participates in a digital asset mining pool (“the mining pool”) by executing agreements with mining pool operators for the provision of hash calculation services to the mining pool. The Company decides when to provide hash calculation services under the agreements and the Company’s enforceable rights to compensation begins only when and lasts as long as the Company provides hash calculation services to the mining pool operator and is created as power is provided over time. In exchange for providing hash calculation services, the Company is entitled to a payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided to the mining pool as a percentage of total network hash rate, and other inputs. Revenue is recognized on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as contract inception. For the year ended December 31, 2025, Bitcoin Mining revenue was $576.3⁠ million.

F-1

Table of Contents

Mining Revenue – Refer to Notes 2 to the financial statements

Critical Audit Matter Description

The Company participates in a digital asset mining pool (“the mining pool”) by executing agreements with mining pool operators for the provision of hash calculation services to the mining pool. The Company decides when to provide hash calculation services under the agreements and the Company’s enforceable rights to compensation begins only when and lasts as long as the Company provides hash calculation services to the mining pool operator and is created as power is provided over time. In exchange for providing hash calculation services, the Company is entitled to a payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided to the mining pool as a percentage of total network hash rate, and other inputs. Revenue is recognized on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as contract inception. For the years ended December 31, 2024, and 2023, Bitcoin Mining revenue was $321.0 million, and $189.0 million, respectively.

We identified the auditing of Bitcoin Mining revenue as a critical audit matter due to the extent of audit effort required to perform audit procedures over the Company’s hash calculation services provided to the mining pool operator, the associated contractual payouts including the blockchain contractual inputs, the Company’s valuation of Bitcoin received from the mining pool operator and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s process for recording Bitcoin Mining revenue included the following, among others:

●

With the assistance of our Information Technology (IT) specialists, we identified the significant systems used to monitor hash calculation services and tested the general IT controls over each of these systems.

●

We tested the effectiveness of controls over the Company’s Bitcoin Mining revenue calculation.

●

We tested the amount of the Bitcoin Mining revenue recorded by developing an expectation for the amount recorded based on the hash calculation services provided to the mining pool operator and the payout method prescribed in the contract with the mining pool operator and comparing our expectation to the amount recorded by the Company.

●

We confirmed with the mining pool operator the significant contractual terms utilized in the determination of Bitcoin Mining revenue, total mining rewards earned, and the digital asset wallet addresses in which the rewards are deposited.

●

We utilized our proprietary audit tool to independently obtain evidence from the Bitcoin blockchain to test the occurrence and accuracy of Bitcoin Mining revenue.

●

With the assistance of our Valuation specialists, we evaluated the reasonableness of the prices utilized by the Company to value Bitcoin by obtaining independent Bitcoin prices and comparing those to the prices selected by the Company.

/s/ DELOITTE & TOUCHE LLP

Houston, TX

~~February~~March 272, ~~2025~~2026

We have served as the Company’s auditor since 2023.

F-2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Riot Platforms, Inc.

Opinion on the Financial Statements

We have audited, before the effects of the retrospective adjustments to the disclosures for a change in the composition of reportable segments and the adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) discussed in Note 2 and Note 20 to the consolidated financial statements, comprising of the consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows of Riot Platforms, Inc. (the “Company”) for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”) (the 2022 consolidated financial statements before the effects of the adjustments discussed in Note 2 and Note 20 to the financial statements are not presented herein). In our opinion, the 2022 financial statements, before the effects of the retrospective adjustments to the disclosures for a change in the composition of reportable segments and adoption of ASU 2023-07 discussed in Note 2 and Note 20 to the financial statements, present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

~~We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for a change in the composition of reportable segments and adoption of ASU 2023~~F-~~07 discussed in Note~~ 2 and Note 20 to the consolidated financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor from 2019 through May 18, 2023.

Los Angeles, CA March 2, 2023

F-3

Table of Contents

Riot Platforms, Inc.

Consolidated Balance Sheets

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


	December 31, ~~2024~~2025		December 31, ~~2023~~2024
ASSETS
Current assets
Cash and cash equivalents	$	~~277~~233,~~860~~517	$	~~597~~277,~~169~~860
Restricted cash		7376,~~441~~272		—73,441
Accounts receivable, net		2729,~~124~~788		2427,~~706~~124
Contract assets		68,~~478~~308		156,~~359~~478
Prepaid expenses and other current assets		4059,~~288~~447		2940,~~107~~288
Bitcoin		—		311,178
Derivative assets, current portion		41,378		40,020
Derivative asset, current portion		40,020		30,781
Equity method investment - marketable securities, at fair value		—		134,265
Equity method investment - marketable securities, at fair value		134,265		—
Total current assets		448,710		599,476
Future power credits, current portion		—		271
Total current assets		599,476		1,008,571

Property and equipment, net		1,~~338~~528,~~787~~716		~~704~~1,~~194~~338,787
Bitcoin		1,~~654~~227,~~468~~462		—1,654,468
Deposits		30,115		215,009
Restricted bitcoin		347,979		—
Finite-lived intangible assets, net		34,053		15,697
Deposits		76,511		30,115
Derivative asset, less current portion		109,475		73,437
Finite-lived intangible assets, net		30,187		34,053
Operating lease right-of-use assets		27,492		20,413
Derivative assets, less current portion		106,670		109,475
Future power credits, less current portion		589		638
Right-of-use assets		30,171		27,492
Goodwill		~~121~~122,~~887~~499		—121,887
Other long-term assets		1817,~~965~~862		1319,~~121~~554
Total assets	$	3,~~935~~936,~~307~~767	$	23,~~051~~935,~~080~~307

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1723,~~609~~420	$	2317,~~157~~609
Contract liabilities		937,~~644~~117		49,~~073~~644
Accrued expenses		75142,~~672~~852		6275,~~371~~672
Deferred gain on acquisition post-close dispute settlement		~~26,007~~—		26,007
Deferred revenue, current portion		~~2,892~~—		2,~~458~~892
Contingent consideration liabilities, current portion		236,~~626~~185		~~271~~23,626
Current portion of long-term debt		314		257
Current portion of debt		253,887		314
Operating lease liability, current portion		46,~~621~~314		24,~~421~~621
Total current liabilities		~~160~~469,~~385~~775		~~121~~160,~~015~~385

Deferred revenue, less current portion		~~13,590~~—		1513,~~801~~590
Operating lease liability, less current portion		2319,~~915~~648		1823,~~924~~915
Contingent consideration liabilities, less current portion		32,~~229~~010		~~638~~3,229
Long-term debt, less current portion		584,311		526
Debt, less current portion		586,909		584,311
Other long-term liabilities		~~6,192~~19		6,~~154~~192
Total liabilities		~~791~~1,~~622~~078,361		~~163~~791,~~058~~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 December 31, 2024 and 2023		—		—
2% Series A Convertible Preferred stock, 2,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and December 31, 2024		—		—
0% Series B Convertible Preferred stock, 1,750,001 shares authorized; no shares issued and outstanding as of December 31, 2024 and 2023		—		—
0% Series B Convertible Preferred stock, 1,750,001 shares authorized; no shares issued and outstanding as of December 31, 2025 and December 31, 2024		—		—
Common stock, no par value; 680,000,000 shares authorized; 344,890,208 and 230,836,624 shares issued and outstanding as of December 31, 2024 and 2023, respectively		3,833,882		2,687,692
Common stock, no par value; 680,000,000 shares authorized; 371,575,652 and 344,890,208 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		4,212,006		3,833,882
Accumulated deficit		(~~690~~1,~~419~~353,600)		(~~799~~690,~~820~~419)
Accumulated other comprehensive income (loss), net		~~222~~—		~~150~~222
Total stockholders’ equity		32,~~143~~858,~~685~~406		13,~~888~~143,~~022~~685
Total liabilities and stockholders’ equity	$	3,~~935~~936,~~307~~767	$	23,~~051~~935,~~080~~307

See accompanying Notes to Consolidated Financial Statements.

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Riot Platforms, Inc.

Consolidated Statements of Operations

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



	Years Ended December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue:
Bitcoin Mining	$	~~321~~576,~~002~~276	$	~~188~~321,~~996~~002	$	~~156~~188,~~870~~996
Engineering		3864,~~491~~688		6438,~~303~~491		6564,~~342~~303
Other		176,~~165~~471		2717,~~379~~165		3627,~~959~~379
Total revenue		~~376~~647,~~658~~435		~~280~~376,~~678~~658		~~259~~280,~~171~~678

Costs and expenses:
Cost of revenue (excludes depreciation and amortization presented below):
Bitcoin Mining		~~189~~339,~~224~~011		96189,~~597~~224		7496,~~335~~597
Engineering		4150,~~731~~893		6041,~~614~~731		5760,~~455~~614
Other		3111,~~800~~971		9731,~~122~~800		6197,~~906~~122
Acquisition-related costs		~~5,541~~187		—5,541		78—
Selling, general, and administrative		~~266~~298,~~915~~776		~~100~~266,~~346~~915		67100,~~452~~346
Depreciation and amortization		~~212~~346,~~053~~811		~~252~~212,~~354~~053		~~107~~252,~~950~~354
Change in fair value of Bitcoin		(457,409)		(184,734)		—
Change in fair value of bitcoin		115,880		(457,409)		(184,734)
Change in fair value of derivative asset		(45,277)		(6,721)		(71,418)
Change in fair value of derivative assets		1,447		(45,277)		(6,721)
Power curtailment credits		(3356,~~685~~729)		(7133,~~215~~685)		(2771,~~345~~215)
Change in fair value of contingent consideration		(218,~~459~~071)		—(2,459)		~~(159)~~—
Realized gain on sale of Bitcoin		—		—		(30,346)
Loss on contract settlement		158,137		—		—
Loss (gain) on sale/exchange of equipment		17,429		5,336		(16,281)
Loss on legal settlement		20,000		—		—
Casualty-related charges (recoveries), net		(2,795)		(5,974)		9,688
Gain on acquisition post-close dispute settlement		(26,007)		—		—
Impairment of Bitcoin		—		—		147,365
Loss (gain) on sale of equipment		(2,267)		17,429		5,336
Impairment of goodwill		—		—		335,648
Casualty-related charges (recoveries), net		(174)		(2,795)		(5,974)
Impairment of miners		—		—		55,544
Impairment of property and equipment		29,736		—		—
Total costs and expenses		~~223~~1,~~068~~269,601		~~343~~223,~~725~~068		~~771~~343,~~872~~725
Operating income (loss)		~~153~~(622,~~590~~166)		~~(63~~153,~~047)~~590		(~~512~~63,~~701~~047)

Other income (expense):
Interest income		2713,~~166~~984		1127,~~076~~166		111,~~763~~076
Interest expense		(124,~~985~~144)		(21,~~854~~985)		(12,~~309~~854)
Unrealized gain (loss) on equity method investment - marketable securities		(69,489)		—		(8,996)
Loss on equity method investment - marketable securities		(28,192)		(69,489)		—
Other income (expense)		863		260		(59)
Loss on convertible notes investment		(5,757)		—		—
Total other income (expense)		(43,445)		8,482		(8,601)
Other income (expense)		2,944		863		260

Total other income (expense)		(41,165)		(43,445)		8,482
Net income (loss) before taxes		110,145		(54,565)		(521,302)


Net income (loss) before taxes		(663,331)		110,145		(54,565)
Current income tax benefit (expense)		(744)		48		(789)

Deferred income tax benefit (expense)		—		5,045		12,538
Current income tax benefit (expense)		150		(744)		48
Total income tax benefit (expense)		(744)		5,093		11,749
Deferred income tax benefit (expense)		—		—		5,045

Total income tax benefit (expense)		150		(744)		5,093
Net income (loss)	$	109,401	$	(49,472)		(509,553)

Net income (loss)	$	(663,181)	$	109,401		(49,472)

Basic net income (loss) per share		0(1.4095)		(0.~~28)~~40		(30.6528)
Diluted net income (loss) per share		0(1.3495)		(0.~~28)~~34		(30.6528)

Basic weighted average number of shares outstanding		~~275~~340,~~980~~719,~~010~~298		~~175~~275,~~026~~980,~~051~~010		~~139~~175,~~433~~026,~~901~~051
Diluted weighted average number of shares outstanding		~~318~~340,~~925~~719,~~961~~298		~~175~~318,~~026~~925,~~051~~961		~~139~~175,~~433~~026,~~901~~051

See accompanying Notes to Consolidated Financial Statements.

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Riot Platforms, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)



	Years Ended December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income (loss)	$	~~109~~(663,~~401~~181)	$	~~(49~~109,~~472)~~401	$	(~~509~~49,~~553~~472)
Other comprehensive income (loss):
Unrealized holding gains (losses) on convertible note		72(222)		~~150~~72		—150
Comprehensive income (loss)	$	~~109~~(663,~~473~~403)	$	~~(49~~109,~~322)~~473	$	(~~509~~49,~~553~~322)

See accompanying Notes to Consolidated Financial Statements.

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Riot Platforms, Inc.

Consolidated Statements of Stockholders’ Equity

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


							Accumulated other			Total		~~Accumulated other~~		~~Total~~
	~~Preferred~~Common Stock			~~Common Stock~~Accumulated			comprehensive		~~Accumulated~~	stockholders’		~~comprehensive~~		~~stockholders’~~
	Shares	Amount		~~Shares~~deficit		~~Amount~~	income (loss)		~~deficit~~	equity		~~income (loss)~~		~~equity~~
Balance as of January 1, 2022	2,199	$	11	116,748,472		$	1,595,147		$	(246,789)		$	—	$	1,348,369
Balance as of January 1, 2023	167,751,112		1,907,784		(756,342)		$	—		$	1,151,442
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	—		—	13,947,829			(10,138)			—			—		(10,138)
Cumulative effect upon adoption of ASU 2023-08	—		—		5,994			—			5,994
Issuance of common stock/At-the-market offering, net of offering costs	—		—	37,052,612			298,209			—			—		298,209
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	809,302		(14,035)		—			—			(14,035)
Conversion of preferred stock to common stock	(2,199)		(11)	2,199			11			—			—		—
Issuance of common stock/At-the-market offering, net of offering costs	62,206,045		761,773		—			—			761,773
Stock-based compensation	—		—	—			24,555			—			—		24,555
Issuance of common stock in connection with acquisition of ESS Metron	70,165		—		—			—			—
Net income (loss)	—		—	—			—			(509,553)			—		(509,553)
Stock-based compensation	—		32,170		—			—			32,170
Balance as of December 31, 2022	—		—	167,751,112			1,907,784			(756,342)			—		1,151,442
Net income (loss)	—		—		(49,472)			—			(49,472)
Cumulative effect upon adoption of ASU 2023-08	—		—	—			—			5,994			—		5,994
Other comprehensive income (loss)	—		—		—			150			150
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	—		—	809,302			(14,035)			—			—		(14,035)
Balance as of December 31, 2023	230,836,624		2,687,692		(799,820)			150			1,888,022
Issuance of common stock/At-the-market offering, net of offering costs	—		—	62,206,045			761,773			—			—		761,773
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	16,006,545		(11,562)		—			—			(11,562)
Issuance of common stock in connection with acquisition of ESS Metron	—		—	70,165			—			—			—		—
Issuance of common stock/At-the-market offering, net of offering costs	90,626,416		956,637		—			—			956,637
Stock-based compensation	—		—	—			32,170			—			—		32,170
Issuance of common stock in connection with the Block Mining Acquisition	7,240,623		73,999		—			—			73,999
Net income (loss)	—		—	—			—			(49,472)			—		(49,472)
Issuance of common stock to a third-party advisor	180,000		1,912		—			—			1,912
Other comprehensive income (loss)	—		—	—			—			—			150		150
Stock-based compensation	—		125,204		—			—			125,204
Balance as of December 31, 2023	—		—	230,836,624			2,687,692			(799,820)			150		1,888,022
Net income (loss)	—		—		109,401			—			109,401
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	—		—	16,006,545			(11,562)			—			—		(11,562)
Other comprehensive income (loss)	—		—		—			72			72
Issuance of common stock/At-the-market offering, net of offering costs	—		—	90,626,416			956,637			—			—		956,637
Balance as of December 31, 2024	344,890,208		3,833,882		(690,419)			222			3,143,685
Issuance of common stock in connection with the Block Mining Acquisition	—		—	7,240,623			73,999			—			—		73,999
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding	2,946,812		(4,289)		—			—			(4,289)
Issuance of common stock to a third-party advisor	—		—	180,000			1,912			—			—		1,912
Issuance of common stock/At-the-market offering, net of offering costs	16,748,832		207,702		—			—			207,702
Stock-based compensation	—		—125,711	—	—		~~125,204~~	—		—	125,711		—		~~125,204~~
Net income (loss)	—		—	—			—			109,401			—		109,401
Issuance of common stock for contract settlement	6,989,800		49,000		—			—			49,000
Other comprehensive income (loss)	—		—	—			—			—			72		72
Net income (loss)	—		—		(663,181)			—			(663,181)
Balance as of December 31, 2024	—	$	—	344,890,208		$	3,833,882		$	(690,419)		$	222	$	3,143,685
Other comprehensive income (loss)	—		—		—			(222)			(222)
Balance as of December 31, 2025	371,575,652	$	4,212,006	$	(1,353,600)		$	—		$	2,858,406

See accompanying Notes to Consolidated Financial Statements.

F-76

Table of Contents

Riot Platforms, Inc.

Consolidated Statements of Cash Flows

(in thousands)



	Years Ended December 31,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Operating activities
Net income (loss)	$	~~109~~(663,~~401~~181)	$	~~(49~~109,

Filing Compare · Riot Platforms, Inc.