Commitments and Contingencies	9 Months Ended
Sep. 30, 2026
Commitments and Contingencies.
Commitments and Contingencies	Note 16. Commitments and Contingencies Commitments Miners and mining equipment Through September 30, 2026, the Company has paid approximately $827.4 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 September 30, 2026, the Company has a remaining commitment of $0.8 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 $2.1 million as of September 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 were 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. This contingent consideration had an acquisition date fair value of $26.1 million. As of December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million, which was recognized on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion. During the three months ended September 30, 2026, the Company and the sellers agreed upon the milestones reached and the Company paid the $6.2 million that had been accrued. There were no other changes to the fair value of the Block Mining Acquisition contingent consideration during the three and nine months ended September 30, 2026. 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 September 30, 2026 and December 31, 2025, 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 September 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. There were no changes to the fair value of the E4A Solutions Acquisition contingent consideration during the three and nine months ended September 30, 2026. For the three and nine months ended September 30, 2025, the change in fair value of the Company’s total contingent consideration was a loss of less than $0.1 million and a gain of $17.6 million, respectively. Contingencies Legal Proceedings The Company and its 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. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends 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 the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect itself from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company 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 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 the Company discloses the range of possible loss. Costs related to the defense of such claims are recorded 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, the Company does not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits, and proceedings to which it is 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 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. 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. On September 30, 2026, the court issued an Opinion and Order on the parties' pending motions. The court dismissed all claims against the Company, with prejudice. On the parties' cross-motions for summary judgment, the court granted Whinstone’s motion for summary judgment dismissing two of GMO’s breach-of-contract claims for invoice overcharges and for the installation environment, and dismissed all of Whinstone's counterclaims. The court granted GMO’s motion for partial summary judgment as to liability (but not damages), subject to certain limitations that may narrow the scope of liability, on four other breach-of-contract claims for the Louisiana power shortage; specified power draw; service uptime; and miner removal, which are subject to certain limitations that may limit liability. The court reserved GMO’s two largest claims, for wrongful termination and for a share of the power-sale proceeds, to be resolved at trial as to both liability and damages. Damages on all surviving claims remain to be determined, and as such, the Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time. A bench trial is scheduled to begin on January 5, 2027.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2026

Note 16. Commitments and Contingencies

Commitments

Miners and mining equipment

Through September 30, 2026, the Company has paid approximately $827.4 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 September 30, 2026,

the Company has a remaining commitment of $0.8 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 $2.1 million as of September 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 were 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. This contingent consideration had an acquisition date fair value of $26.1 million.

As of December 31, 2025, the Block Mining Acquisition contingent consideration had an estimated fair value of $6.2 million, which was recognized on the Condensed Consolidated Balance Sheets in Contingent consideration liabilities, current portion.

During the three months ended September 30, 2026, the Company and the sellers agreed upon the milestones reached and the Company paid the $6.2 million that had been accrued. There were no other changes to the fair value of the Block Mining Acquisition contingent consideration during the three and nine months ended September 30, 2026.

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 September 30, 2026 and December 31, 2025, 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 September 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.

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

For the three and nine months ended September 30, 2025, the change in fair value of the Company’s total contingent consideration was a loss of less than $0.1 million and a gain of $17.6 million, respectively.

Contingencies

Legal Proceedings

The Company and its 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. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends 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 the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect itself from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company 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 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 the Company discloses the range of possible loss. Costs related to the defense of such claims are recorded 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, the Company does not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits, and proceedings to which it is 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

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. 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.

On September 30, 2026, the court issued an Opinion and Order on the parties' pending motions. The court dismissed all claims against the Company, with prejudice. On the parties' cross-motions for summary judgment, the court granted Whinstone’s motion for summary judgment dismissing two of GMO’s breach-of-contract claims for invoice overcharges and for the installation environment, and dismissed all of Whinstone's counterclaims. The court granted GMO’s motion for partial summary judgment as to liability (but not damages), subject to certain limitations that may narrow the scope of liability, on four other breach-of-contract claims for the Louisiana power shortage; specified power draw; service uptime; and miner removal, which are subject to certain limitations that may limit liability. The court reserved GMO’s two largest claims, for wrongful termination and for a share of the power-sale proceeds, to be resolved at trial as to both liability and damages. Damages on all surviving claims remain to be determined, and as such, the Company cannot reasonably predict the outcome of such ongoing litigation, or the magnitude of such an outcome, at this time. A bench trial is scheduled to begin on January 5, 2027.