Riot Platforms, Inc. Debt Disclosure

​

Note 12. Debt

The following table presents the Company’s outstanding debt:

​

​

2030 Notes

In December 2024, the Company sold $594.4 million aggregate principal of the 2030 Notes. Interest is payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2025. The notes mature on January 15, 2030, unless earlier repurchased, redeemed, or converted.

Until July 15, 2029, the 2030 Notes may be converted at the option of the holder only upon the occurrence of certain events. On or after July 15, 2029, until the close of business on the second trading day immediately preceding the maturity date, the 2030 Notes may be converted at the option of the holder at the conversion rate then in effect. The Company may not redeem the 2030 Notes prior to January 20, 2028, at which time the Company may redeem the 2030 Notes upon the occurrence of certain events.

The Company will settle any conversions of the 2030 Notes by paying or delivering cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The 2030 Notes are convertible based upon an initial conversion rate of 67.2767 shares of the Company's common stock per $1,000 principal amount of the 2030 Notes, equivalent to an initial conversion price of approximately $14.86 per share of Company common stock. The conversion rate is subject to adjustment upon the occurrence of certain anti-dilutive events.

The Company incurred $15.2 million of issuance costs related to the 2030 Notes, which are amortized into Interest expense, (income) on the Consolidated Statements of Operations over the term of the 2030 Notes. The 2030 Notes are recognized as long-term debt on the Consolidated Balance Sheets, net of unamortized debt issuance costs. As of December 31, 2025, the amount recognized was $582.2 million ($594.4 million principal less $12.1 million of unamortized debt issuance costs). As of December 31, 2024, the amount recognized was $579.3 million ($594.4 million principal less $15.1 million of unamortized debt issuance costs).

During the years ended December 31, 2025 and 2024, the Company recognized $3.0 million and $0.2 million, respectively, of amortization of the deferred issuance costs.

As of December 31, 2025, the 2030 Notes had an estimated fair value of approximately $669.6 million. 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 thus represents a Level 1 measurement on the fair value hierarchy.

Revolving Credit Facilities

$50 Million Credit Facility

In July 2024, the Company entered into a one-year $50.0 million Revolving Credit Facility (“$50 Million Credit Facility”). In May 2025, the Company extended the term of the facility through July 15, 2026. 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. 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 issuance of cash collateral by the Company equal to 105% 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, depositing the funds into a control account maintained by the lender. The balance maintained in the control account is included in Restricted cash on the Consolidated Balance Sheets. Variable interest, equal to approximately 3.4% per annum as of December 31, 2025, is earned by the Company on the amount held in the control account.

During the years ended December 31, 2025 and 2024, the Company recognized interest expense of $1.5 million and $0.0 million, respectively, related to the $50 Million Credit Facility.

The following is a summary of the activity of revolving line of credit under the $50 Million Credit Facility:

​

​

$20 Million Credit Facility

In August 2024, the Company entered into a two-year $20.0 million Revolving Credit Facility (“$20 Million Credit Facility”) expiring on August 2, 2026. Revolving Loans borrowed by the Company under the $20 Million Credit Facility carry a per annum interest rate of 1.60% plus the Secured Overnight Financing Rate. 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 issuance of cash collateral by the Company equal to 105% 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, depositing the funds into a control account maintained by the lender. The balance maintained in the control account is included in Restricted cash on the Consolidated Balance Sheets. Variable interest, equal to approximately 3.1% per annum as of December 31, 2025, is earned by the Company on the amount held in the control account.

During the years ended December 31, 2025 and 2024, the Company recognized interest expense of $0.9 million and $0.0 million, respectively, related to the $20 Million Credit Facility.

As of December 31, 2025 and 2024, the Company had no letters of credit issued under the $20 Million Credit Facility.

The following is a summary of the activity of the revolving line of credit under the $20 Million Credit Facility:

​

​

$200 Million Credit Facility

​

On April 22, 2025, the Company entered into a $100.0 million credit facility with Coinbase Credit, Inc. On May 20, 2025, this credit facility was upsized to a total commitment of $200.0 million (“$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 million was made available to the Company. The Company has fully drawn against the $200 Million Credit Facility and intends to use the proceeds to pursue key strategic initiatives and for general corporate purposes.

​

All amounts borrowed under the $200 Million Credit Facility will bear 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 has a term of one year following commencement, but the Company may request that the maturity date be extended by an additional one-year term, subject to consent by Coinbase Credit. Amounts borrowed under the $200 Million Credit Facility are secured by a portion of the Company’s total bitcoin holdings. Such pledged collateral shall not be used by the lender to secure any other loan account.

​

As of December 31, 2025, 3,977 of the Company’s bitcoin were pledged as collateral to secure the $200 Million Credit Facility. These bitcoin are recorded in Restricted bitcoin on the Consolidated Balance Sheets.

​

During the year ended December 31, 2025, the Company recognized interest expense on the $200 Million Credit Facility of $13.2 million and $1.6 million of amortization of deferred issuance costs. The interest rate as of December 31, 2025 was 8.3%.

In February 2026, due to the decline in bitcoin prices, the Company was required to pledge an additional 1,825 bitcoin as collateral, for a total of 5,802 bitcoin pledged.

Note Payable

As part of the Block Mining Acquisition, the Company assumed a $5.7 million note payable with a fixed rate of 8.81%. The note matures in December 2035, with annual principal and accrued interest payments due, which began on December 31, 2024.

The following table presents the future minimum principal payments due on the note payable as of December 31, 2025:

​

​

As of December 31, 2025, the note payable had an estimated fair value of approximately $4.8 million. The fair value measurement of the note payable 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 convertible note as of December 31, 2025, primarily consisted of an interest rate range of 8.9% to 10.5%, which reflected the issuance date spread premium over the selected yield for the remaining time to maturity.