Commitments and Contingencies	6 Months Ended
Jun. 30, 2026
Commitments and Contingencies.
Commitments and Contingencies	Note 16. Commitments and Contingencies Commitments Miners and mining equipment Through June 30, 2026, the Company has paid approximately $821.3 million in total deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described in Note 6. Property and Equipment. As of June 30, 2026, the Company has a remaining commitment of $7.7 million for the purchase of miners, which is expected to be paid through the fourth quarter of 2026. Infrastructure During 2024, the Company entered into agreements related to water supply infrastructure for the Corsicana Facility, resulting in total remaining commitments of approximately $2.6 million as of June 30, 2026. The Company expects to incur these costs through the remainder of 2026. Contingent consideration liabilities Block Mining As part of the July 23, 2024 acquisition of Block Mining, a vertically integrated bitcoin mining company based in Kentucky, (the “Block Mining Acquisition”), the sellers are eligible to earn an additional $32.5 million in potential earn-out targets, payable in cash or stock, if certain milestones were reached by December 31, 2025, and both the Company and the sellers agree the milestones were reached. This contingent consideration had an acquisition date fair value of $26.1 million. As of June 30, 2026, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million recognized on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion. The fair value measurement as of June 30, 2026, is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. These inputs include management’s best estimate of both the probability and timing of achieving the milestones, a risk-free interest rate of approximately 5% based on the U.S. Treasury rate for the corresponding time periods and a credit spread of approximately 1% based on the median of Investment Grade High Yield Debt Instruments with a Standard & Poor’s BB credit rating. This credit rating was selected based on an independently-produced synthetic credit rating analysis. As of December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million. There were no changes to the fair value of the Block Mining Acquisition contingent consideration during the three and six months ended June 30, 2026. Subsequent to June 30, 2026, the Company and the sellers agreed upon the milestones reached and the Company paid the $6.2 million that was accrued. E4A Solutions As part of the acquisition of E4A Solutions, a Texas-based provider of electrical engineering solutions (the “E4A Solutions Acquisition”), the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ adjusted EBITDA, calculated as 2.65 times the amount the average adjusted EBITDA exceeds the established earn-out threshold during the two years ending December 31, 2026, payable in cash or Riot common stock at the Company’s discretion. This contingent consideration was recognized at the acquisition date fair value of $2.6 million. As of June 30, 2026, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $2.0 million. It is recognized at fair value on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion. The fair value measurement as of June 30, 2026 is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. These inputs include management’s best estimate of both the probability and timing of achieving the milestones, risk-free rates ranging from 3.5% to 3.6% based on the U.S. Treasury rate for the corresponding time periods and a credit spread of approximately 1.9% based on the median of investment grade and high yield debt instruments with a Standard & Poor’s BB credit rating. This credit rating was selected based on an independently-produced synthetic credit rating analysis. As of December 31, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $2.0 million. There were no changes to the fair value of the E4A Solutions Acquisition contingent consideration during the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, the change in fair value of the Company’s total contingent consideration was a gain of $9.4 million and $17.6 million, respectively. Contingencies Legal Proceedings The Company, and our subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to our business and transactions arising in the ordinary course of business. We cannot predict the final outcome of such proceedings. Where appropriate, we vigorously defend such claims, lawsuits, and proceedings. Some of these claims, lawsuits and proceedings seek damages, including direct, consequential, exemplary, and/or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by our insurance program. We maintain property and various types of liability insurance in an effort to protect ourselves from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and we maintain a retention or deductible associated with such insurance, we may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by us on the Condensed Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then we disclose the range of possible loss. Costs related to the defense of such claims are recorded by us as they are incurred. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting our defense of such matters. On the basis of current information, we do not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits, and proceedings to which we are subject, either individually, or in the aggregate. Intellectual Property Disputes Malikie Innovations Patent Dispute On December 12, 2025, Malikie Innovations Ltd. (“Malikie”) and Key Patent Innovations Ltd. (together with Malikie, the “Plaintiffs”) filed suit against the Company, Foundry Digital LLC, Fortitude Mining, LLC, and Cipher Mining Inc. (collectively, the “Defendants”) in the United States District Court for the Western District of Texas in the case captioned 7:25-CV-00567. The Plaintiffs allege that the Defendants’ bitcoin transactions infringe on certain patents owned by the Plaintiffs and seek injunctive relief and an unspecified amount of damages, including pre- and post-judgment interest. The Company has engaged counsel and is working with its counsel to evaluate and defend the Company from this infringement claim. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time. Green Revolution Cooling Patent Dispute On March 22, 2024, Green Revolution Cooling, Inc. (“GRC”) filed a complaint against the Company in the Western District of Texas (Case No. 6:24-CV-152), for patent infringement. More specifically, GRC has alleged that the immersion cooling systems provided to the Company by third parties infringe GRC’s U.S. Patent Nos. 9,992,914 (the “’914 Patent”) and 10,123,463 (the “’463 Patent”). GRC sought monetary damages through the time of trial, in excess of $52.0 million. GRC also sought an injunction against using all products that allegedly infringe the ’914 Patent and the ’463 Patent, or in lieu of an injunction, an award of a compulsory post-trial royalty of $0.01 per kWh of power used by the immersion cooled buildings. On April 9, 2026, a jury was convened and on April 13, 2026, trial commenced in the Western District of Texas. On April 13, 2026, the Court granted a directed verdict of no infringement for the ’463 Patent, leaving only the ’914 Patent for the jury to decide liability and damages. On April 17, 2026, the jury returned a verdict in favor of the Company, finding that it did not infringe the ’914 Patent. Accordingly, neither the Court nor the jury assessed any damages. On June 1, 2026, GRC filed a Motion for New Trial (the “Motion”) and on June 15, 2026, the Company filed its response. The Motion is currently pending in the Western District of Texas. On June 3, 2026, GRC filed a new complaint for patent infringement against the Company, Riot Corsicana, LLC, and Whinstone (Case No. 3:26-cv-01842) in the United States District Court for the Northern District of Texas alleging infringement of U.S. Patent No. 12,513,853 by the Company’s immersion cooling systems. The Company has engaged counsel and is working with counsel to evaluate and defend the Company against this infringement claim. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time. Legacy Hosting Customer Disputes SBI On April 5, 2023, SBI Crypto Co., Ltd. (“SBI”) filed a complaint in the United States District Court for the Western District of Texas (Case No. 6:23-cv-252), which it later amended, against Whinstone alleging breach of contract, fraud, and negligent bailment claims related to a colocation services agreement between Whinstone and SBI that was terminated in 2021. On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023. On November 25, 2024, Whinstone asserted counterclaims for breach of contract and fraudulent inducement. SBI attempted to update its alleged damages to over $350.0 million in purported lost profits through an updated expert report which the court struck. Notwithstanding, SBI attempted to recover over $175.0 million in purported lost profits (a substantial amount of which is attributable to appreciation in Bitcoin prices), which had been previously disclosed, and more than $50.0 million in equipment replacement cost, plus exemplary damages, reasonable attorneys’ fees, costs, expenses, and pre- and post-judgment interest. Whinstone believed many of the claims were barred or waived, and that all of SBI’s claims substantively lack merit, and Whinstone vigorously contested the same, as appropriate. On February 2, 2026, the court granted the Company’s motion for summary judgment in part, disallowing the use of appreciated Bitcoin prices in SBI’s damages model. On February 9, 2026, trial commenced before Magistrate Gilliland in the Western District of Texas. On February 16, 2026, the Company and SBI verbally agreed to a global settlement of all existing or future claims between the parties (the “SBI Settlement”). In consideration for the SBI Settlement, the Company agreed to pay SBI a total sum of $20.0 million in cash. On April 17, 2026, the court granted the Company and SBI’s joint motion, which dismissed all claims with prejudice. GMO On June 13, 2022, GMO Gamecenter USA, Inc. and its parent, GMO Internet Group, Inc., (collectively, “GMO”) filed a complaint against Whinstone alleging breach of a colocation services agreement between GMO and Whinstone, which has since been terminated, seeking damages in excess of $150.0 million for lost profit and profit sharing payments GMO alleges it was owed from Whinstone. The case is pending in the United States District Court for the Southern District of New York (Case No. 1:22-cv-05974-JPC). Whinstone has responded to GMO’s claims and raised counterclaims of its own, alleging GMO itself breached the colocation services agreement, seeking a declaratory judgment and damages in excess of $25.0 million. On October 19, 2023, GMO filed its fourth amended complaint claiming an additional $496.0 million in damages, for loss of future profits and future profit sharing payments GMO alleges would have been received through the term of the agreement, based on Whinstone’s allegedly wrongful termination of the colocation services agreement as of June 29, 2023. On August 26, 2025, GMO filed its fifth amended complaint including the Company as a defendant. On September 29, 2025, the Company filed a motion to dismiss the fifth amended complaint, and that motion is currently pending before the court. On January 8, 2026, Whinstone filed a motion for summary judgment seeking dismissal of almost all claims against it, and GMO filed a motion for partial summary judgment on certain issues. Briefing on these motions is fully submitted and pending decision by the court. By order dated May 13, 2026, the court scheduled trial for January 5, 2027. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Note 16. Commitments and Contingencies

Commitments

Miners and mining equipment

Through June 30, 2026, the Company has paid approximately $821.3 million in total deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described in Note 6. Property and Equipment. As of June 30, 2026, the

Company has a remaining commitment of $7.7 million for the purchase of miners, which is expected to be paid through the fourth quarter of 2026.

Infrastructure

During 2024, the Company entered into agreements related to water supply infrastructure for the Corsicana Facility, resulting in total remaining commitments of approximately $2.6 million as of June 30, 2026. The Company expects to incur these costs through the remainder of 2026.

Contingent consideration liabilities

Block Mining

As part of the July 23, 2024 acquisition of Block Mining, a vertically integrated bitcoin mining company based in Kentucky, (the “Block Mining Acquisition”), the sellers are eligible to earn an additional $32.5 million in potential earn-out targets, payable in cash or stock, if certain milestones were reached by December 31, 2025, and both the Company and the sellers agree the milestones were reached. This contingent consideration had an acquisition date fair value of $26.1 million.

As of June 30, 2026, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million recognized on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion. The fair value measurement as of June 30, 2026, is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. These inputs include management’s best estimate of both the probability and timing of achieving the milestones, a risk-free interest rate of approximately 5% based on the U.S. Treasury rate for the corresponding time periods and a credit spread of approximately 1% based on the median of Investment Grade High Yield Debt Instruments with a Standard & Poor’s BB credit rating. This credit rating was selected based on an independently-produced synthetic credit rating analysis.

As of December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million.

There were no changes to the fair value of the Block Mining Acquisition contingent consideration during the three and six months ended June 30, 2026. Subsequent to June 30, 2026, the Company and the sellers agreed upon the milestones reached and the Company paid the $6.2 million that was accrued.

E4A Solutions

As part of the acquisition of E4A Solutions, a Texas-based provider of electrical engineering solutions (the “E4A Solutions Acquisition”), the sellers are eligible to earn potential earn-out targets based on E4A Solutions’ adjusted EBITDA, calculated as 2.65 times the amount the average adjusted EBITDA exceeds the established earn-out threshold during the two years ending December 31, 2026, payable in cash or Riot common stock at the Company’s discretion. This contingent consideration was recognized at the acquisition date fair value of $2.6 million.

As of June 30, 2026, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $2.0 million. It is recognized at fair value on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion. The fair value measurement as of June 30, 2026 is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. These inputs include management’s best estimate of both the probability and timing of achieving the milestones, risk-free rates ranging from 3.5% to 3.6% based on the U.S. Treasury rate for the corresponding time periods and a credit spread of approximately 1.9% based on the median of investment grade and high yield debt instruments with a Standard & Poor’s BB credit rating. This credit rating was selected based on an independently-produced synthetic credit rating analysis.

As of December 31, 2025, the E4A Solutions Acquisition contingent consideration had an estimated fair value of $2.0 million.

There were no changes to the fair value of the E4A Solutions Acquisition contingent consideration during the three and six months ended June 30, 2026.

For the three and six months ended June 30, 2025, the change in fair value of the Company’s total contingent consideration was a gain of $9.4 million and $17.6 million, respectively.

Contingencies

Legal Proceedings

The Company, and our subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to our business and transactions arising in the ordinary course of business. We cannot predict the final outcome of such proceedings. Where appropriate, we vigorously defend such claims, lawsuits, and proceedings. Some of these claims, lawsuits and proceedings seek damages, including direct, consequential, exemplary, and/or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by our insurance program. We maintain property and various types of liability insurance in an effort to protect ourselves from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and we maintain a retention or deductible associated with such insurance, we may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by us on the Condensed Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then we disclose the range of possible loss. Costs related to the defense of such claims are recorded by us as they are incurred. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting our defense of such matters. On the basis of current information, we do not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits, and proceedings to which we are subject, either individually, or in the aggregate.

Intellectual Property Disputes

Malikie Innovations Patent Dispute

On December 12, 2025, Malikie Innovations Ltd. (“Malikie”) and Key Patent Innovations Ltd. (together with Malikie, the “Plaintiffs”) filed suit against the Company, Foundry Digital LLC, Fortitude Mining, LLC, and Cipher Mining Inc. (collectively, the “Defendants”) in the United States District Court for the Western District of Texas in the case captioned 7:25-CV-00567. The Plaintiffs allege that the Defendants’ bitcoin transactions infringe on certain patents owned by the Plaintiffs and seek injunctive relief and an unspecified amount of damages, including pre- and post-judgment interest. The Company has engaged counsel and is working with its counsel to evaluate and defend the Company from this infringement claim. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.

Green Revolution Cooling Patent Dispute

On March 22, 2024, Green Revolution Cooling, Inc. (“GRC”) filed a complaint against the Company in the Western District of Texas (Case No. 6:24-CV-152), for patent infringement. More specifically, GRC has alleged that the immersion cooling systems provided to the Company by third parties infringe GRC’s U.S. Patent Nos. 9,992,914 (the “’914 Patent”) and 10,123,463 (the “’463 Patent”). GRC sought monetary damages through the time of trial, in excess of $52.0 million. GRC also sought an injunction against using all products that allegedly infringe the ’914 Patent and the ’463 Patent, or in lieu of an injunction, an award of a compulsory post-trial royalty of $0.01 per kWh of power used by the immersion cooled buildings. On April 9, 2026, a jury was convened and on April 13, 2026, trial commenced in the Western District of Texas. On April 13, 2026, the Court granted a directed verdict of no infringement for the ’463 Patent, leaving only the ’914 Patent for the jury to decide liability and damages. On April 17, 2026, the jury returned a verdict in favor of the Company, finding that it did not infringe the ’914 Patent. Accordingly, neither the Court nor the jury assessed any damages. On June 1, 2026, GRC filed a Motion for New Trial (the “Motion”) and on June 15, 2026, the Company filed its response. The Motion is currently pending in the Western District of Texas.

On June 3, 2026, GRC filed a new complaint for patent infringement against the Company, Riot Corsicana, LLC, and Whinstone (Case No. 3:26-cv-01842) in the United States District Court for the Northern District of Texas alleging infringement of U.S. Patent No. 12,513,853 by the Company’s immersion cooling systems. The Company has engaged counsel and is working with counsel to evaluate and defend the Company against this infringement claim. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such outcome, at this time.

Legacy Hosting Customer Disputes

SBI

On April 5, 2023, SBI Crypto Co., Ltd. (“SBI”) filed a complaint in the United States District Court for the Western District of Texas (Case No. 6:23-cv-252), which it later amended, against Whinstone alleging breach of contract, fraud, and negligent bailment claims related to a colocation services agreement between Whinstone and SBI that was terminated in 2021. On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023. On November 25, 2024, Whinstone asserted counterclaims for breach of contract and fraudulent inducement. SBI attempted to update its alleged damages to over $350.0 million in purported lost profits through an updated expert report which the court struck. Notwithstanding, SBI attempted to recover over $175.0 million in purported lost profits (a substantial amount of which is attributable to appreciation in Bitcoin prices), which had been previously disclosed, and more than $50.0 million in equipment replacement cost, plus exemplary damages, reasonable attorneys’ fees, costs, expenses, and pre- and post-judgment interest. Whinstone believed many of the claims were barred or waived, and that all of SBI’s claims substantively lack merit, and Whinstone vigorously contested the same, as appropriate. On February 2, 2026, the court granted the Company’s motion for summary judgment in part, disallowing the use of appreciated Bitcoin prices in SBI’s damages model. On February 9, 2026, trial commenced before Magistrate Gilliland in the Western District of Texas. On February 16, 2026, the Company and SBI verbally agreed to a global settlement of all existing or future claims between the parties (the “SBI Settlement”). In consideration for the SBI Settlement, the Company agreed to pay SBI a total sum of $20.0 million in cash. On April 17, 2026, the court granted the Company and SBI’s joint motion, which dismissed all claims with prejudice.

GMO

On June 13, 2022, GMO Gamecenter USA, Inc. and its parent, GMO Internet Group, Inc., (collectively, “GMO”) filed a complaint against Whinstone alleging breach of a colocation services agreement between GMO and Whinstone, which has since been terminated, seeking damages in excess of $150.0 million for lost profit and profit sharing payments GMO alleges it was owed from Whinstone. The case is pending in the United States District Court for the Southern District of New York (Case No. 1:22-cv-05974-JPC). Whinstone has responded to GMO’s claims and raised counterclaims of its own, alleging GMO itself breached the colocation services agreement, seeking a declaratory judgment and damages in excess of $25.0 million. On October 19, 2023, GMO filed its fourth amended complaint claiming an additional $496.0 million in damages, for loss of future profits and future profit sharing payments GMO alleges would have been received through the term of the agreement, based on Whinstone’s allegedly wrongful termination of the colocation services agreement as of June 29, 2023. On August 26, 2025, GMO filed its fifth amended complaint including the Company as a defendant. On September 29, 2025, the Company filed a motion to dismiss the fifth amended complaint, and that motion is currently pending before the court. On January 8, 2026, Whinstone filed a motion for summary judgment seeking dismissal of almost all claims against it, and GMO filed a motion for partial summary judgment on certain issues. Briefing on these motions is fully submitted and pending decision by the court. By order dated May 13, 2026, the court scheduled trial for January 5, 2027. The Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time.