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RIOT on Nasdaq

Riot Platforms, Inc.

Logo: riotplatforms.com4

Bitcoin mining company based in Castle Rock1

In its 2026 annual report the company says: “We are a vertically integrated digital infrastructure company principally engaged in developing and optimizing our large-scale power assets. We operate in two reportable business segments: Bitcoin Mining and Engineering. Our large-scale data center located in Rockdale, Texas with 700 megawatts of developed capacity available for data center workloads, is believed to be one of the largest Bitcoin Mining facilities in North America, as measured by developed capacity.”7 Its shares trade on Nasdaq under the symbol RIOT.1

Price unavailable

Last updated Oct 21, 2026.

Overview

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  • TickerRIOT on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersCastle Rock1
  • Websitewww.riotplatforms.com
  • Incorporated inNV5
  • Business address85 Rio Grande Drive, Suite 200, Castle Rock, Co 801045
  • Filer categoryLarge accelerated filer5
  • Legal formProfit Corporation3
  • LEI5299005LKZAJQDQZDF733
  • StatusActive3
  • LEI statusIssued and current3
  • Registered addressC/O CAPITOL CORPORATE SERVICES, INC., 89701 Carson City, United States3
  • Registered withBusiness Center (Secretary of State), NV201716021793

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We are a vertically integrated digital infrastructure company principally engaged in developing and optimizing our large-scale power assets. Our business centers on enhancing our electrical infrastructure and deploying it across two complementary platforms: (i) Bitcoin Mining and (ii) scalable data center solutions designed to support non-mining workloads. By leveraging our energy portfolio, engineering capabilities, and operational footprint, we aim to capitalize on both the long-term potential of bitcoin and the accelerating demand for power-intensive compute.7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-96.1%Operating margin8
-102.4%Net margin8
71.9%Revenue growth, 20258
-23.2%Return on equity8
0.21×Debt to equity8
-$774.3MFree cash flow8

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Mining brought in 89% of the revenue Riot Platforms, Inc. broke down this way in fiscal 2025.

  1. Mining$576.3M889%up 80% from 2024
  2. Engineering$64.7M810%up 68% from 2024
  3. Other Revenue$6.5M81%down 62% from 2024
Products and services by year
Products and services202320242025
Mining$189.0M$321.0M$576.3M
Engineering$64.3M$38.5M$64.7M
Other Revenue$27.4M$17.2M$6.5M

Business segments

Reportable Segment, Aggregation before Other Operating brought in 51% of the revenue Riot Platforms, Inc. broke down this way in fiscal 2025.

  1. Reportable Segment, Aggregation before Other Operating$670.7M851%up 83% from 2024
  2. Bitcoin Mining$576.3M844%up 80% from 2024
  3. Engineering$64.7M85%up 68% from 2024
Business segments by year
Business segments202320242025
Reportable Segment, Aggregation before Other Operating$261.8M$367.5M$670.7M
Bitcoin Mining$189.0M$321.0M$576.3M
Engineering$64.3M$38.5M$64.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin46¢$298.8M
  • Other costs54¢$348.5M
  • Income tax0¢$150.0K

Out of $647.4M in revenue.8 The company lost money this year.

Financial statements

Revenue91011128$647.4M in 2025+9370% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $6.8M$6.8M20192020: $12.1M$12.1M2020+77%2021: $213.2M$213.2M2021+1665%2022: $259.2M$259.2M2022+22%2023: $280.7M$280.7M2023+8%2024: $376.7M$376.7M2024+34%2025: $647.4M$647.4M2025+72%
Operating income91011128-$622.2M in 2025+6507% since 2019
-$800.0M-$600.0M-$400.0M-$200.0M0$200.0M2019: -$9.4M-$9.4M20192020: -$15.5M-$15.5M2020+65%2021: -$29.9M-$29.9M2021+92%2022: -$512.7M-$512.7M2022+1616%2023: -$63.0M-$63.0M2023−88%2024: $153.6M$153.6M20242025: -$622.2M-$622.2M2025
Net income91011128-$663.2M in 2025+3209% since 2019
-$800.0M-$600.0M-$400.0M-$200.0M0$200.0M2019: -$20.0M-$20.0M20192020: -$14.1M-$14.1M2020−30%2021: -$15.4M-$15.4M2021+9%2022: -$509.6M-$509.6M2022+3201%2023: -$49.5M-$49.5M2023−90%2024: $109.4M$109.4M20242025: -$663.2M-$663.2M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.8

Period ending2025-12-312024-12-312023-12-31
Total revenue$647.4M$376.7M$280.7M
Acquisition-related costs$187.0K$5.5M
Selling, general, and administrative$298.8M$266.9M$100.3M
Depreciation and amortization$346.8M$212.1M$252.4M
Change in fair value of bitcoin$115.9M-$457.4M-$184.7M
Change in fair value of derivative assets$1.4M-$45.3M-$6.7M
Power curtailment credits-$56.7M-$33.7M-$71.2M
Change in fair value of contingent consideration-$18.1M-$2.5M
Loss on contract settlement$158.1M
Loss on legal settlement$20.0M
Gain on acquisition post-close dispute settlement-$26.0M
Loss (gain) on sale of equipment-$2.3M$17.4M$5.3M
Casualty-related charges (recoveries), net-$174.0K-$2.8M-$6.0M
Impairment of property and equipment$29.7M
Total costs and expenses$1.3B$223.1M$343.7M
Operating income (loss)-$622.2M$153.6M-$63.0M
Interest income$14.0M$27.2M$11.1M
Interest expense-$24.1M-$2.0M-$2.9M
Loss on equity method investment - marketable securities-$28.2M-$69.5M
Loss on convertible notes investment-$5.8M
Other income (expense)$2.9M$863.0K$260.0K
Total other income (expense)-$41.2M-$43.4M$8.5M
Net income (loss) before taxes-$663.3M$110.1M-$54.6M
Current income tax benefit (expense)$150.0K-$744.0K$48.0K
Deferred income tax benefit (expense)$5.0M
Total income tax benefit (expense)$150.0K-$744.0K$5.1M
Net income (loss)-$663.2M$109.4M-$49.5M
Basic net income (loss) per share (in Dollars per share)-$1.95$0.40-$0.28
Diluted net income (loss) per share (in Dollars per share)-$1.95$0.34-$0.28
Basic weighted average number of shares outstanding (in Shares)340.7M shares276.0M shares175.0M shares
Diluted weighted average number of shares outstanding (in Shares)340.7M shares318.9M shares175.0M shares

Compare Riot Platforms, Inc. with another company

Corporate structure

Riot Platforms, Inc. sits at the top of its group. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Riot Platforms, Inc.

  • FMR LLC Filed SCHEDULE 13G/A on Riot Platforms, Inc., latest Aug 6, 2026 (4 filings since Nov 5, 2025)
  • JANE STREET GROUP, LLC Filed SCHEDULE 13G on Riot Platforms, Inc., latest May 11, 2026 (3 filings since Nov 20, 2025)
  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Riot Platforms, Inc., latest Apr 29, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Riot Platforms, Inc., latest Mar 27, 2026 (5 filings since Feb 10, 2022)
  • Goldman Sachs Filed SCHEDULE 13G/A on Riot Platforms, Inc., latest Aug 14, 2025 (2 filings since May 12, 2025)
  • BlackRock Filed SC 13G/A on Riot Platforms, Inc., latest Jan 26, 2024 (2 filings since Feb 3, 2023)
  • SUSQUEHANNA SECURITIES, LLC Filed SC 13G/A on Riot Platforms, Inc., latest Feb 14, 2022
  • Riot Platforms, Inc. Castle Rock, Colorado, United States
    • Keel Infrastructure Corp. Stake · New York, New York, United States
    • Block Mining, Inc. Subsidiary · Kentucky, United States
    • ESS Metron, LLC Subsidiary · Colorado, United States
    • Riot Corsicana, LLC Subsidiary · Texas, United States
    • Riot Data Centers, LLC Subsidiary · Delaware, United States
    • Whinstone US, Inc. Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What Riot Platforms, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$2.1B8 Dec 31, 2025$1.8B8 Dec 31, 2024+19.5%
Accumulated depreciation$605.0M8 Dec 31, 2025$446.3M8 Dec 31, 2024+35.6%
Property and equipment, net$1.5B8 Dec 31, 2025$1.3B8 Dec 31, 2024+14.2%
Operating-lease assets (leased space)$26.7M8 Dec 31, 2025$27.5M8 Dec 31, 2024−2.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$233.5M8 Dec 31, 2025$277.9M8 Dec 31, 2024−16.0%
Debt securities available for sale$5.3M8 Dec 31, 2024$4.7M12 Dec 31, 2023+13.5%
Equity securities at fair value$08 Dec 31, 2025$134.3M8 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$122.5M8 Dec 31, 2025$121.9M8 Dec 31, 2024+0.5%
Finite-lived intangibles, gross$48.3M8 Dec 31, 2025$48.3M8 Dec 31, 20240%
Accumulated amortization$18.1M8 Dec 31, 2025$14.2M8 Dec 31, 2024+27.2%
Finite-lived intangibles, net$30.2M8 Dec 31, 2025$34.1M8 Dec 31, 2024−11.4%

Properties, in its own words

Property Owned

As of December 31, 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.

The rest of Item 2

Leased 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.

Item 2 of the 10-K filed Mar 2, 2026.7

Leadership

Who has led Riot Platforms, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Richard G. Donnelly2006–2009
  2. Daryl Faulkner2009–2010
  3. Steve Lundy2010–2017
  4. Michael Martin Beeghley2017
  5. John R. O'Rourke Iii.2017
  6. Christopher Ensey2018–2019
  7. Jeffrey McGonegal2020
  8. Jason Les2021–now

Chair

  1. Gregory Pusey2006–2008
  2. Daryl Faulkner2009–2010
  3. John R. O'Rourke Iii.2017
  4. Soo Il Benjamin Yi2021–now

President

  1. Richard G. Donnelly2006–2009
  2. Steve Lundy2010–2017
  3. John R. O'Rourke Iii.2017
  4. Daniel Stefan Robertsen2018

Chief financial officer

  1. Jeffrey McGonegal2006–2022
  2. Robby Sai Kit Chang2018
  3. Colin M. Yee2022–now

Chief operating officer

  1. Robert Frederick Caspari2009–2010
  2. Christopher Ensey2018–2019
  3. Megan M. Brooks2021–2022
  4. Stephen Mitchell Howell Jr.2024–now
2010201520202025
Board members and other officers (36)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Block Mining, Inc. Kentucky6
  • ESS Metron, LLC Colorado6
  • Riot Corsicana, LLC Texas6
  • Riot Data Centers, LLC Delaware6
  • Whinstone US, Inc. Delaware6

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Riot Blockchain, Inc.Oct 4, 2017 to Dec 19, 20225
  • Bioptix, Inc.Dec 1, 2016 to Sep 29, 20175
  • Venaxis, Inc.Dec 20, 2012 to Nov 30, 20165
  • AspenBio Pharma, Inc.Aug 29, 2005 to Dec 13, 20125
  • ASPENBIO INCApr 12, 2002 to Oct 31, 20055

Timeline

  1. Oct 14, 20268-K Entered a material agreement70
  2. Oct 7, 20268-K Code of ethics changed71
  3. Sep 25, 20268-K Ended a material agreement72
  4. Aug 14, 20268-K Entered a material agreement; New debt or obligation73
  5. Aug 10, 20268-K Results of operations; Other events74
  6. Jun 15, 20268-K Executive or director change; Shareholder vote75
  7. Apr 30, 20268-K Results of operations76
  8. Apr 27, 20268-K Entered a material agreement; New debt or obligation77
  9. Apr 1, 20268-K Bylaws or fiscal year changed78
  10. Mar 2, 20268-K Results of operations79
  11. Jan 16, 20268-K Other events80
  12. Jan 5, 20268-K Executive or director change81
  13. Feb 10, 2021New chief executive Jason Les becomes CEO17
  14. Feb 10, 2020New chief executive Jeffrey McGonegal becomes CEO18
  15. Sep 24, 2018New chief executive Christopher Ensey becomes CEO19
  16. Nov 3, 2017New chief executive John R. O'Rourke Iii. becomes CEO21
  17. Sep 19, 2017Founded Riot Platforms, Inc. is founded3
  18. Apr 10, 2017New chief executive Michael Martin Beeghley becomes CEO20
  19. Mar 26, 2010New chief executive Steve Lundy becomes CEO22
  20. May 21, 2009New chief executive Daryl Faulkner becomes CEO23
  21. Jan 9, 2006New chief executive Richard G. Donnelly becomes CEO24

Calendar

Coming up

  1. Oct 29, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.26 a share, on Oct 30, 2025.82

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results74
  2. Apr 30, 2026Reported quarterly or annual results76
  3. Mar 2, 2026Reported quarterly or annual results79
  4. Oct 30, 2025Reported quarterly or annual results83
  5. Jul 31, 2025Reported quarterly or annual results84
  6. May 1, 2025Reported quarterly or annual results85
  7. Feb 24, 2025Reported quarterly or annual results86
  8. Oct 30, 2024Reported quarterly or annual results87

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

430 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 89 major events, 212 insider forms, 18 large holders, 89 other. The latest 20:

  1. Oct 14, 20268-K EDGAR
  2. Oct 7, 20268-K EDGAR
  3. Sep 25, 20268-K EDGAR
  4. Aug 14, 20264 EDGAR
  5. Aug 14, 20268-K EDGAR
  6. Aug 10, 202610-Q EDGAR
  7. Aug 10, 20268-K EDGAR
  8. Aug 7, 20264 EDGAR
  9. Aug 6, 2026SCHEDULE 13G/A EDGAR
  10. Aug 4, 20264 EDGAR
  11. Aug 4, 20264 EDGAR
  12. Aug 4, 20264 EDGAR
  13. Jul 9, 20264 EDGAR
  14. Jul 6, 20264 EDGAR
  15. Jul 6, 20264 EDGAR
  16. Jul 6, 20264 EDGAR
  17. Jul 6, 20264 EDGAR
  18. Jul 6, 20264 EDGAR
  19. Jul 6, 20264 EDGAR
  20. Jul 6, 20264 EDGAR

The 430 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

47 open-market trades by officers, directors and large owners since October 2021: 1 buys and 46 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 5, 2026Werner Ryan D.SVP, CAOSale47,733$22.23$1.1MForm 4
Jul 7, 2026Werner Ryan D.SVP, CAOSale17,828$21.52$383.7KForm 4
Jun 22, 2026Werner Ryan D.SVP, CAOSale25,375$30.00$761.2KForm 4
Jun 22, 2026Les JasonCEOSale62,703$30.09$1.9MForm 4
May 27, 2026Werner Ryan D.SVP, CAOSale37,616$26.50$996.8KForm 4
May 11, 2026Les JasonCEOSale175,000$25.19$4.4MForm 4
Oct 10, 2025Werner Ryan D.SVP, CAOSale14,984$23.00$344.6KForm 4
Oct 3, 2025Les JasonCEOSale113,948$20.04$2.3MForm 4
Sep 29, 2025Les JasonCEOSale12,800$20.00$256.0KForm 4
Sep 24, 2025Les JasonCEOSale23,252$20.04$466.0KForm 4
Sep 10, 2025Jackman William RichardCHIEF LEGAL OFFICER (CLO)Sale248,168$15.78$3.9MForm 4
Sep 10, 2025Jackman William RichardCHIEF LEGAL OFFICER (CLO)Sale248,168$15.78$3.9MForm 4
Jul 21, 2025Les JasonCEOSale100,000$15.12$1.5MForm 4
Jul 7, 2025Werner Ryan D.SVP, CAOSale3,747$11.88$44.5KForm 4
Jul 7, 2025Werner Ryan D.SVP, CAOSale3,747$11.88$44.5KForm 4
Mar 17, 2025Mouton DouglasDirectorBuy8,384$7.74$64.9KForm 4
Mar 14, 2025Cho HannahDirectorSale12,000$7.70$92.4KForm 4
Mar 3, 2025Marleau HubertDirectorSale61,000$9.58$584.4KForm 4
Dec 10, 2024Les JasonCEOSale50,000$11.34$567.0KForm 4
Nov 18, 2024Cho HannahDirectorSale10,025$12.57$126.0KForm 4

All 47 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

Riot Platforms, Inc. has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.31,984,547$875.7M0.0%+2,331,842
Vanguard Portfolio Management LLC21,725,129$594.8M0.0%+39,470
Fmr LLC19,645,295$537.9M0.0%+4,630,670
Situational Awareness LP17,100,000$468.2M2.3%+5,597,863
Jane Street Group, LLC16,826,113$460.7M0.3%+9,440,160
Vanguard Capital Management LLC15,146,138$414.7M0.0%+281,057
Geode Capital Management, LLC9,275,453$287.8M0.0%+310,985
Starboard Value LP10,114,576$276.9M6.1%−5,430,000
State Street Corp9,438,485$258.4M0.0%+248,755
Dimensional Fund Advisors LP6,987,744$191.3M0.0%−28,707
TOMS Capital Investment Management LP5,875,000$160.9M8.5%New
D. E. Shaw & Co., Inc.5,455,200$149.4M0.1%No change
Bank Of America Corp /de/5,222,018$143.0M0.0%+1,185,496
Mizuho Markets Americas LLC5,140,890$140.8M2.5%+81,232
Nomura Holdings Inc4,917,342$134.6M0.6%−4,987,797
American Century Companies Inc4,583,733$125.5M0.1%+2,435,461
Goldman Sachs Group Inc4,239,444$116.1M0.0%+430,640
Invesco Ltd.3,959,103$108.4M0.0%+1,251,738
Point72 Asset Management, L.P.3,714,879$101.7M0.2%New
Two Sigma Investments, LP3,632,510$99.5M0.1%+3,236,381
Morgan Stanley3,425,574$93.8M0.0%+389,610
Wellington Management Group Llp3,412,258$93.4M0.0%+1,793,940
Connor, Clark & Lunn Investment Management Ltd.3,393,623$92.9M0.2%+758,265
Value Aligned Research Advisors, LLC3,290,544$90.1M0.5%−1,886,374
Northern Trust Corp3,278,125$89.8M0.0%+249,837

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Riot Platforms, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRiot Platforms, Inc.2
  • CIK0001167419
  • Employer ID (EIN)84-15533877
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company7
  • Incorporated inNevada7
  • Fiscal year endsDecember 312
  • Industry code (SIC)6199 Finance Services2
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance2
  • Business address85 Rio Grande Drive, Suite 200, Castle Rock, CO 801042
  • Phone303-794-20002
  • Shares outstanding375,258,935 as of Aug 7, 202614
  • Public float$2.1B as of Jun 30, 20257
  • AuditorDELOITTE & TOUCHE LLP, Houston, TX PCAOB ID 34; it also attests to the company’s internal control over financial reporting7
  • On EDGAR sinceFeb 7, 20022
  • Filings1,595 in all: 4 (515), 8-K (385), 3 (57), 10-Q (56), SC 13G/A (48), CORRESP (35), UPLOAD (34), SC 13D/A (33)2
    All 64 form types

    DEF 14A (29), 144 (26), DEFA14A (26), SC 13G (26), 4/A (21), 10-K (18), 424B3 (18), 10QSB (17), EFFECT (16), S-8 (15), 10-K/A (14), 8-K/A (14), PRE 14A (14), 424B5 (13), S-3 (13), 425 (12), S-3/A (11), REGDEX (9), SCHEDULE 13D/A (9), NT 10-K (8), NT 10-Q (7), S-1/A (7), 10KSB (6), SC 13D (6), SCHEDULE 13G (6), D (5), SCHEDULE 13G/A (5), 424B7 (4), ARS (4), POS AM (4), PRER14A (4), 3/A (3), CT ORDER (3), RW (3), S-1 (3), S-3ASR (3), SB-2 (3), 10-Q/A (2), 10KSB/A (2), 424B4 (2), 5 (2), DEFR14A (2), FWP (2), SB-2/A (2), SEC STAFF LETTER (2), 424B2 (1), 8-A12B (1), 8-A12B/A (1), 8-A12G (1), CERTNAS (1), NTN 10Q (1), POS EX (1), S-3MEF (1), S-8 POS (1), SC 14N (1), SC 14N/A (1)

  • Latest filingsAnnual report (10-K) Mar 2, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, no par value per shareRIOTNasdaq

From the cover page of the 10-K filed Mar 2, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks Riot Platforms, Inc. names in Item 1A of its 10-K filed Mar 2, 2026: 58 risks under these headings, as written.7

  • Risks Related to Our Business
  • Risks Related to the Price of Bitcoin
  • Risks Related to our Operations
  • Risks Related to Governmental Regulation and Enforcement
  • Risks Related to Ownership of Our Common Stock
  • 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.
  • Our data center business strategy may not perform as planned.
  • 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.
  • Our success depends on external factors affecting the bitcoin industry.
  • There is a finite supply of bitcoin, and the declining block reward over time presents a risk to our business.
  • 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.
  • We may be unable to access sufficient additional capital needed to grow our business.
The other 51 risks
  • Our expansion into data centers may divert resources from our core Bitcoin Mining operations, limit our power capacity for mining, and introduce operational complexity.
  • Our success in the data center sector depends on our ability to attract and retain qualified third-party partners and customers.
  • If we incorrectly estimate our data center lease capacity requirements and related capital expenditures, our results of operations could be adversely affected.
  • We face potential reputational, operational, and financial risks arising from our development of a scalable data center platform for data center operations.
  • Banks and financial institutions may not provide, or may discontinue, banking services to businesses engaged in crypto-related activities.
  • We may not be able to timely complete our future strategic growth initiatives or within our anticipated costs estimates, if at all.
  • Global economic and geopolitical events, policies and conflicts may adversely affect our business, financial condition and results of operations.
  • Failure to successfully integrate acquired businesses could negatively impact our balance sheet and results of operations.
  • We may experience increased compliance costs as a result of our strategic acquisitions.
  • We have financed our strategic growth through issuances of common stock and debt and expect to continue raising additional capital in the future, and our inability to do so on favorable terms could adversely affect our 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.
  • The limited regulation of digital asset exchanges on which bitcoin and other cryptocurrencies are traded may expose us to the effects of negative publicity associated with fraudulent or unstable market participants, which could adversely affect an investment in us.
  • We depend on attracting and retaining officers, managers, and skilled professionals.
  • 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.
  • 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.
  • Our ability to achieve profitability is largely dependent on the price of bitcoin, which has historically been volatile.
  • As disclosed in Part I, Item 1. “Business” - “Regulatory” of this Annual Report, bitcoin and other crypto asset markets may be subject to increased scrutiny and regulation by the U.S. Congress and governmental agencies. Changes to laws, regulations, or enforcement priorities—whether directed at digital assets, mining operations, trading platforms, or participants—may adversely impact our Bitcoin Mining and related activities.
  • Bitcoin market exposure to financially troubled cryptocurrency-related companies may impact our reputation, the price of bitcoin and the profitability of our Bitcoin Mining operations.
  • Bitcoin is subject to “halving” and our Bitcoin Mining operations may generate less revenue as a result.
  • High bitcoin transaction fees may reduce demand for bitcoin and adversely affect our Bitcoin Mining operations and growth prospects.
  • Bitcoin faces significant scaling obstacles that can lead to high fees or slow transaction settlement times, which may adversely affect demand for bitcoin and our Bitcoin Mining operations.
  • To remain competitive in the bitcoin sector, we must grow our hash rate at a pace consistent with increases in the global network hash rate and network difficulty, and if we fail to do so, our ability to earn bitcoin rewards will decline.
  • Because 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.
  • Our reliance on third-party miners may expose us to 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 our lack of insurance protection over our bitcoin expose us and our stockholders to the risk of loss of our bitcoin for which there may be no adequate remedy.
  • Cyber-attacks, data breaches, or malware may disrupt our operations and expose us to significant liability, which could harm our operating results, financial condition, and reputation.
  • 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 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.
  • 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.
  • Changing environmental regulation and public energy policy may expose our business to new risks.
  • The compliance costs of responding to new and changing regulations could adversely affect our operations at the Facilities.
  • 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.
  • Our expanding data center operations, including those supporting AI and HPC applications, may also 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 or the market for cryptocurrencies.
  • Bitcoin and 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.
  • 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.
  • Article X of our Bylaws designates the courts of the State of Nevada as the exclusive forum for certain types of actions and proceedings initiated by our stockholders, which may limit our stockholders’ ability to choose a forum for disputes with us or our directors, officers, employees, or agents.
  • 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.
  • 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.
  • 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, 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.

Legal proceedings

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

The opening of Item 3, Legal Proceedings.7

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