Riot Platforms

Borrower

Riot DC Logistics, LLC (borrower), a wholly owned subsidiary of Riot Platforms, Inc.; guaranteed by each subsidiary of the borrower and by affiliate RPI AUS01-0H DC LLC (together, the Credit Parties)

Seniority

Senior secured; expressly non-recourse to Riot Platforms, Inc. and any other direct or indirect parent or affiliate other than the Credit Parties, subject to customary exceptions (fraud, willful misrepresentation, misappropriation of collateral proceeds)

Maturity

2026-12-31 — Approximately 4.7 months from entry — a bridge tenor, consistent with the company's "interim financing" characterization. Subject to the terms and conditions of the Credit Agreement.

Collateral

Lien on substantially all assets of the Credit Parties (Riot DC Logistics, LLC and RPI AUS01-0H DC LLC) under a Pledge and Security Agreement dated as of the closing date, plus a guaranty from each subsidiary of the borrower

Lenders

Morgan Stanley Senior Funding, Inc. (administrative agent) · Syndicate not named

Pricing

At the borrower's election: Adjusted Term SOFR + 2.75%, or Base Rate + 1.75% (Base Rate = highest of prime, fed funds effective + 0.50%, one-month Term SOFR + 1.00%). Customary agency fees and an undrawn fee payable; undrawn fee rate not stated in the 8-K.

Terms

Up to $573.0M committed; drawn balance undisclosed (availability period commenced 2026-08-10). Proceeds fund long-lead equipment, related project equipment and certain other expenses for the 191 critical IT MW data center project at the Rockdale Facility. Riot characterizes it as an interim facility "to fund initial development costs while the investment-grade credit backstop is finalized" (Q2 2026 release, 2026-08-10); the backstop itself is not named, sized or documented in any filing. Underlying offtake is a 20-year, 191 IT MW build-to-suit Tier 3 Data Center Lease and Services Agreement with an unnamed "leading frontier AI lab" (~$9.1B over the initial term, up to ~$16.1B with extensions; 96 IT MW December 2027, full 191 IT MW June 2028). Bloomberg identified the tenant as Anthropic — press only, not in the filing.

Source: 8-K, Items 1.01 and 2.03 (event 2026-08-10, filed 2026-08-14), acc. 0001104659-26-097330; facility characterization and lease terms from the Q2 2026 results release, 8-K EX-99.1 acc. 0001104659-26-093406 (2026-08-10). Credit Agreement to be filed as an exhibit to the Q3 2026 10-Q. · document

Seniority

Senior unsecured

Maturity

2030-01-15

Lenders

144A; Citigroup, BTIG and Cantor Fitzgerald (representatives); U.S. Bank Trust Co. (trustee)

Pricing

Payable semiannually January 15 and July 15; initial conversion price about $14.86 (67.2767 shares per $1,000)

Terms

$594.4M principal at 6/30/26 (Q2-26 10-Q Note 11). The 2024-12-11 closing sold $525M. Holder-convertible during Q3 2026 after the 130% stock-price test was met in the 30 trading days to 6/30/26; the company intends to settle any conversions in shares.

Source: 8-K 12/11/24 Items 1.01/2.03/3.02, acc 0001104659-24-127656; Q2-26 10-Q (6/30/26 balance), acc 0001104659-26-093448 · document