Riot Platforms Inc 2025年度报告

Securities registered pursuant to Section12(g)of the Securities Exchange Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act: Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Exchange Act: Yes☐No☒ Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the Exchange Act from their obligationsunder those Sections. Indicate by check mark whether the registrant (1)filed all reports required to be filed by Section13 or 15(d)of the Exchange Act during the preceding 12months(or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the shares of common stock, no par value, held by non-affiliates of the registrant as of June30, 2025, was approximately $2.1billion, based on the closing sale price per share of the registrant’s common stock as reported by the Nasdaq Capital Market on such date. As of February 26, 2026, the registrant had 379,125,849 shares of its common stock, no par value per share, outstanding, which was the only class of its registeredsecurities outstanding as of that date. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Reporton Form 10-K, to the extent indicated. Such definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the closeof the registrant’s fiscal year ended December31,2025. RIOT PLATFORMS,INC.INDEX TO ANNUAL REPORT ON FORM10-K PagePART IItem 1.Business4Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity36Item 2.Properties37Item 3.Legal Proceedings38Item 4.Mine Safety Disclosures38PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities38Item 6.[Reserved]40Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements and Supplementary Data58Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67Item 9A.Controls and Procedures67Item 9B.Other Information69Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections69PART IIIItem 10.Directors, Executive Officers, and Corporate Governance70Item 11.Executive Compensation70Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters71Item 13.Certain Relationships and Related Transactions, and Director Independence72Item 14.Principal Accountant Fees and Services72PART IVItem 15.Exhibits and Financial Statement Schedules73Item 16.Form 10-K Summary78 RIOT PLATFORMS,INC. As used in this Annua