Riot Platforms, Inc. Common Stock

Stakeholder relations · Supplier and vendor relationships

Our success in the data center sector depends on our ability to attract and retain qualified third-party partners and customers. We are relying on third-party consultants, vendors, and potential customers to support the development and commercialization of the data center infrastructure. Our ability to generate revenue from this initiative depends on securing long-term, creditworthy customers and partners.

Corporate governance · Internal controls and risk management

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.

Core operations · Facility damage and equipment failure

Our reliance primarily on immersion-cooling exposes us to additional operational and performance risks. We are increasingly dependent on immersion-cooling technology for our Bitcoin Mining operations. Immersion-cooling is an emerging technology within the bitcoin mining industry and has not yet been widely deployed at the scale at which we are implementing it.

Supply chain and procurement · Supplier operation and dependance

Our reliance on third-party miners may expose us to operations to increased risk of design flaws. The performance and reliability of the miners and related technology we use are critical to our operations and reputation. We currently deploy Bitmain Technologies Limited Antminer, and MicroBT WhatsMiner type miners. Any defect, design flaw, or performance issue in these miners could materially disrupt our mining activities.

Supply chain and procurement · Raw material availability and cost volatility

Our reliance primarily on immersion-cooling exposes us to additional operational and performance risks. Both our immersion-cooling and air-cooling systems require substantial volumes of water to support the thermal management of our miners. If we are unable to secure adequate water supplies or lose access to required water due to regulatory, environmental, operational, or third-party constraints, our ability to operate our facilities efficiently could be significantly impaired.

Economic and market conditions · Market volatility and financial crises

Our ability to achieve profitability is largely dependent on the price of bitcoin, which has historically been volatile. The price of bitcoin has experienced substantial historical volatility, including its recent decline beginning in October 2025, and may continue to fluctuate widely due to a variety of factors, including the actions of malicious or manipulative actors, perceived or actual scarcity, political or economic developments.

Geopolitical and trade · Trade policies tariffs and sanctions

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, financial condition and results of operations. To maintain and further develop our Bitcoin Mining operations, we must procure mining hardware and other specialized technology. We cannot predict the effect of the existing or future U.S. tariffs on imports.

Social and demographic · Public perception and reputation

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. In 2022 and 2023, several digital asset exchanges filed for bankruptcy protection and/or became subject to investigations by governmental authorities regarding alleged fraud and other misconduct.

Economic and market conditions · Economic recession and downturns

Global economic and geopolitical events, policies and conflicts may adversely affect our business, financial condition and results of operations. We may be exposed to price volatility and uncertainty in our supply chain due to geopolitical crises and economic downturns such as recessions, rising inflation, tariffs, social, political and economic risks, conflicts and acts of war.

Credit and liquidity · Credit risk and customer defaults

We are subject to counterparty risks, including risks and uncertainties relating to our Custodians. We rely on our Custodians, NYDIG and Coinbase, to safeguard our bitcoin using cold storage. If a Custodian were to be in breach of its agreement, our digital assets could be compromised.

Capital structure and performance · Debt management and refinancing

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. If we incur additional indebtedness, lenders may have priority over holders of our common stock with respect to repayment and liquidation preferences.

Credit and liquidity · Access to capital and financing

We may be unable to access sufficient additional capital needed to grow our business. We expect to require substantial additional capital to support the expansion of our operations, pursue our growth strategies, and respond to competitive pressures or unanticipated working-capital needs. If we are unable to raise the additional capital needed to fund our strategic growth initiatives, we may be less competitive in our industry.

Market and investment · Market volatility and economic cycles

Our success depends on external factors affecting the bitcoin industry. The bitcoin industry has historically been subject to various asset-related risks that have negatively affected bitcoin's market price. Any material decline in the price of bitcoin could adversely affect our business, financial condition, and results of operations.

Capital structure and performance · Financial performance volatility

We have a history of operating losses, and we may report additional operating losses in the future. We have recorded historical operating losses and negative cash flows from operations, particularly during periods in which the value of the bitcoin we mined did not exceed the associated operating, energy, personnel, and capital costs of our Bitcoin Mining activities.

Market position and competition · Pricing pressure and margin compression

High bitcoin transaction fees may reduce demand for bitcoin and adversely affect our Bitcoin Mining operations and growth prospects. Elevated transaction fees may limit the adoption of bitcoin as a means of payment by making bitcoin transactions less practical or cost-effective for users. Reduced adoption could decrease demand for bitcoin, negatively impact future bitcoin prices.

Strategic execution · Merger acquisition and divestiture risks

Failure to successfully integrate acquired businesses could negatively impact our balance sheet and results of operations. Strategic acquisitions, such as the Block Mining Acquisition and the E4A Solutions Acquisition, both in 2024, and the acquisition of Whinstone US, Inc. and ESS Metron in 2021, are important components of our growth strategy. The success of any acquisition depends, in part, on our ability to effectively integrate the acquired business and realize anticipated synergies.

Customer and revenue · Revenue concentration in specific products or segments

There is a finite supply of bitcoin, and the declining block reward over time presents a risk to our business. The total supply of bitcoin is finite, permanently capped at 21.0 million coins, and the number of new bitcoin issued per block decreases approximately every four years pursuant to the bitcoin protocol. Once the final new bitcoin has been issued, miners will no longer receive block rewards and will instead rely solely on transaction fees.

Industry regulation · Regulatory compliance and changes

We may experience increased compliance costs as a result of our strategic acquisitions. Future strategic acquisitions may impose substantial compliance obligations, including additional reporting, regulatory, operational, and internal-control requirements. These obligations may increase our costs and require significant attention from management and other personnel.

Industry regulation · Safety and environmental regulations

Changing environmental regulation and public energy policy may expose our business to new risks. Our Bitcoin Mining operations require substantial electrical power and can only be successful if the costs of that power, together with our operations costs, remain lower than the revenue generated by our operations. If new regulations are enacted, or if existing regulations are modified, the assumptions underlying our strategic initiatives may prove inaccurate.

Legal and litigation · Intellectual property disputes

We may be exposed to potential liability from claims relating to intellectual property rights. We may become the subject of third-party intellectual property right infringement claims relating to our own systems and/or the use of third-party equipment and systems. Green Revolution Cooling, Inc. has alleged that the immersion cooling systems we use infringe on certain of GRC's patents.