Note 11. Debt

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The following table presents the Company’s outstanding debt:

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2030 Notes

The Company’s 0.75% Convertible Senior Notes due 2030 (the “2030 Notes”) are recognized as long-term debt on the Condensed Consolidated Balance Sheets, net of unamortized debt issuance costs. As of September 30, 2026, the amount recognized was $584.5 million, consisting of $594.4 million principal less $9.9 million of unamortized debt issuance costs. As of December 31, 2025, the amount recognized was $582.2 million, consisting of $594.4 million principal less $12.1 million of unamortized debt issuance costs.

For the three months ended September 30, 2026 and 2025, amortization of the deferred issuance costs into Interest expense was $0.8 million and $0.8 million, respectively, and $2.3 million and $2.3 million, respectively, for the nine months ended September 30, 2026 and 2025.

As of September 30, 2026, the 2030 Notes had an estimated fair value of approximately $0.9 billion. The estimated fair value is based on quoted prices in an active market and valued at the closing price reported at the end of the period and therefore represents a Level 1 measurement on the fair value hierarchy.

The 2030 Notes are convertible at the option of the holders during the fourth quarter of 2026 because the closing price of the Company’s common stock exceeded 130% of the applicable conversion price for at least 20 trading days in the 30 consecutive trading days ending on September 30, 2026. The Company has the ability and intent to settle potential conversions in the Company’s common stock, at its election. As such, the 2030 Notes continue to be classified as long-term debt on the Company’s Condensed Consolidated Balance Sheets.

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Revolving Credit Facilities

$50 Million Credit Facility

In July 2024, the Company entered into a one-year $50.0 million Revolving Credit Facility (the “$50 Million Credit Facility”). In May 2025, the Company extended the term of the facility through July 15, 2026. In June 2026, the Company extended the term of the facility through July 15, 2027. Revolving loans borrowed by the Company under the $50 Million Credit Facility may be used for general corporate purposes and carry a per annum interest rate of 1.25% plus the Secured Overnight Financing Rate (“SOFR”). Letters of Credit issued under the $50 Million Credit Facility have a one-year term and incur fees of 1.25% per annum on the amount of Letters of Credit outstanding. Letters of Credit require the pledge of cash collateral by the Company equal to 105.0% of the Letter of Credit exposure.

Concurrent with entry into the $50 Million Credit Facility, as required by the agreement, the Company pledged as security $50.0 million in cash collateral held in a control account maintained by the lender. The control account earns interest at a variable rate and is included in Restricted cash on the Condensed Consolidated Balance Sheets. As of September 30, 2026, the variable rate on the control account was approximately 3.6% per annum.

For the three months ended September 30, 2026 and 2025, the Company recognized $0.5 million and $0.6 million, respectively, and for the nine months ended September 30, 2026 and 2025, $1.3 million and $1.0 million, respectively, of interest expense.

The following is a summary of the revolving line of credit under the $50 Million Credit Facility as of September 30, 2026:

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$20 Million Credit Facility

In August 2024, the Company entered into a two-year $20.0 million Revolving Credit Facility (the “$20 Million Credit Facility”). In July 2026, the Company extended the term of the facility through August 2, 2028. Revolving loans borrowed by the Company under the $20 Million Credit Facility may be used for general corporate purposes and carry a per annum interest rate of 1.60% plus

SOFR. Letters of Credit issued under the $20 Million Credit Facility have a one-year term and incur fees of 1.5% per annum on the amount of Letters of Credit outstanding. Letters of Credit require the pledge of cash collateral by the Company equal to 105.0% of the Letter of Credit exposure.

Concurrent with entry into the $20 Million Credit Facility, as required by the agreement, the Company pledged as security $20.0 million in cash collateral held in a control account maintained by the lender. The control account earns interest at a variable rate and is included in Restricted cash on the Condensed Consolidated Balance Sheets. As of September 30, 2026, the variable rate on the control account was approximately 3.2% per annum.

As of September 30, 2026, the Company had no letters of credit issued under the $20 Million Credit Facility.

For the three months ended September 30, 2026 and 2025, the Company recognized $0.3 million and $0.3 million, respectively, and for the nine months ended September 30, 2026 and 2025, $0.8 million and $0.6 million, respectively, of interest expense.

The following is a summary of borrowings under the $20 Million Credit Facility as of September 30, 2026:

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$200 Million Credit Facility

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On April 22, 2025, the Company entered into a $100.0 million credit facility with Coinbase Credit, Inc., which was subsequently upsized on May 20, 2025 to a total commitment of $200.0 million (the “$200 Million Credit Facility”). Under the $200 Million Credit Facility, a multiple drawdown term loan facility in an aggregate principal amount of up to $200.0 million was made available to the Company. The Company utilized the proceeds for key strategic initiatives and general corporate purposes, including capital expenditures related to data center development.

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Prior to April 21, 2026, all amounts borrowed under the $200 Million Credit Facility bore interest at an annual rate equal to (a) the greater of (i) the federal funds rate on the date of the applicable borrowing, and (ii) 3.25%, plus (b) 4.50%. The $200 Million Credit Facility had a term of one year following commencement, with the Company having the ability to request a one-year extension, subject to consent by Coinbase Credit, Inc. Amounts borrowed under the $200 Million Credit Facility, including amendments thereto, were secured by a pledge of certain of the Company’s financial assets, including bitcoin, USDC, and cash held in the custody of Coinbase Custody Trust Company, LLC. The pledged collateral under the $200 Million Credit Facility could not be used by the lender to secure any other loan account.

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On April 21, 2026, the Company entered into the Second Amended and Restated Credit Agreement with Coinbase Credit, Inc., which extended the maturity of the $200 Million Credit Facility to April 20, 2027, and updated the interest incurred to a fixed annual rate equal to 6.15%.

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On September 21, 2026, the Company voluntarily prepaid in full all outstanding principal under the $200 Million Credit Facility, together with all accrued and unpaid interest thereon through the prepayment date. In connection with the prepayment, all of the Company’s obligations under the Second Amended and Restated Credit Agreement were satisfied and discharged, the $200 Million Credit Facility and the lender’s commitment to make further loans thereunder were terminated, and the security interests granted by the Company in the collateral securing the $200 Million Credit Facility, including all bitcoin pledged as collateral, were released. Pursuant to the terms of the Second Amended and Restated Credit Agreement, the Company did not incur any early termination fees or prepayment penalties in connection with the prepayment and termination.

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As of December 31, 2025, $200.0 million was drawn against the $200 Million Credit Facility and 3,977 of the Company’s bitcoin were pledged as collateral. The fair value of the pledged bitcoin was recognized in Restricted bitcoin on the Condensed Consolidated

Balance Sheets.

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For the three and nine months ended September 30, 2026, the Company recognized interest expense on the $200 Million Credit Facility of $2.4 million and $10.5 million, respectively, all of which was capitalized into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets.

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For the three and nine months ended September 30, 2025, $5.2 million and $8.3 million, respectively, of interest expense was incurred, none of which was capitalized. As of September 30, 2025, the variable interest rate was 8.75%.

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$573 Million Credit Facility

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On August 10, 2026, Riot DC Logistics, LLC (the “Borrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “$573 Million Credit Facility”) with the lenders and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for a senior secured delayed-draw term loan facility in an aggregate principal amount of up to $573.0 million, available for borrowing during the availability period specified therein. The proceeds of the $573 Million Credit Facility are intended to fund the purchase of long-lead equipment and related project equipment, and certain other expenses, associated with the Company’s 191 MW critical IT load data center project at the Rockdale Facility under the Rockdale Lease.

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Borrowings under the $573 Million Credit Facility bear interest, at the Borrower’s election, at a rate per annum equal to (i) the Adjusted Term SOFR rate plus an applicable margin of 2.75% or (ii) the base rate plus an applicable margin of 1.75%, and mature on December 31, 2026. The Borrower is also obligated to pay an undrawn fee of 0.50% per annum on the average daily undrawn commitments, customary agency fees, and other customary fees. The Borrower’s obligations under the $573 Million Credit Facility are guaranteed by each subsidiary of the Borrower and its affiliate, RPI AUS01-0H DC LLC (together with the Borrower, the “Credit Parties”), and are secured by substantially all of the assets of the Borrower, and by the Frontier AI Lab, related to the project. The $573 Million Credit Facility matures on December 31, 2026.

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The $573 Million Credit Facility is non-recourse to the Company and its affiliates other than the Credit Parties, subject to certain customary exceptions, including for fraud, willful misrepresentation, or misappropriation of collateral proceeds. The $573 Million Credit Facility contains customary representations, warranties, covenants, and events of default, including covenant limitations on indebtedness, liens, restricted payments, investments, transactions with affiliates, and changes in the nature of the Borrower’s business.

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The Company incurred an initial $12.3 million of issuance costs related to the $573 Million Credit Facility, which are amortized into Interest expense on the Condensed Consolidated Statements of Operations or capitalized into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets over the term of the facility.

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The $573 Million Credit Facility is recognized in Current portion of debt on the Condensed Consolidated Balance Sheets, net of unamortized issuance costs. As of September 30, 2026, $12.8 million was recognized, consisting of $20.8 million principal less $8.0 million of unamortized debt issuance costs.

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For the three and nine months ended September 30, 2026, the Company recognized interest and amortization of issuance costs on the $573 Million Credit Facility of $4.9 million, all of which was capitalized into Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets. As of September 30, 2026, the variable interest rate was 6.49%.

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The carrying value of the $573 Million Credit Facility approximates its fair value as the facility incurs interest at a variable rate, which is tied to a market rate, and has a short maturity.

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Note Payable

The Company has a note payable with a fixed rate of 8.81%. The note matures in December 2035, with annual principal and accrued interest payments due beginning on December 31, 2024.

The following table presents the Company’s future note payable principal payments due as of September 30, 2026:

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As of September 30, 2026, the note payable had an estimated fair value of approximately $4.9 million. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement on the fair value hierarchy. The significant assumptions used to estimate fair value of the note as of September 30, 2026, primarily consisted of a discount rate range of 10.1% to 12.0%, which reflected the issuance date spread premium over the selected yield for the remaining time to maturity.