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What changed in Greenidge Generation Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Greenidge Generation Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+582 added−534 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in Greenidge Generation Holdings Inc.'s 2025 10-K

582 paragraphs added · 534 removed · 367 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

103 edited+67 added−56 removed59 unchanged
Biggest changeGrowth Opportunities We view our growth opportunities as primarily related to the following areas: • Acquisition of properties with low-cost power • Development of owned properties for artificial intelligence ("AI")/graphics processing unit ("GPU") data center, bitcoin self-mining and bitcoin hosting • Sale of owned properties for AI/GPU data center construction • Infrastructure services and development for AI and high-performance computing ("HPC") • Purchase and deployment of GPUs for AI and HPC • Engineering Procurement and Construction Management (“EPCM”) contracts • Purchase and deployment of high efficiency bitcoin mining rigs • Hosting services for bitcoin mining • Acquisition of private bitcoin mining companies The Company is actively pursuing the acquisition of additional properties with access to low-cost power and appropriate size to allow for efficient expansion of AI/GPU data centers and/or bitcoin mining facilities, such as the Columbus Property.
Biggest changeGrowth Opportunities We view our growth opportunities as primarily related to the following areas: • Development of our owned properties to support AI and HPC datacenters, while selectively expanding our bitcoin hosting and self-mining operations • Acquisition of properties with low-cost power and scalable power infrastructure • Monetization of our owned properties through sale or lease to enable AI and HPC datacenter construction • Infrastructure services and development for AI and HPC datacenters • Engineering, Procurement and Construction Management (“EPCM”) services for digital infrastructure projects • Hosting services for bitcoin mining and other energy-intensive computing workloads • Selective acquisition and deployment of high-efficiency bitcoin mining rigs We are actively pursuing the conversion of certain existing assets, including the New York Facility, and the acquisition of additional properties with access to low-cost power and appropriate scale to support the development of AI and HPC workloads.
The public may obtain a copy of our filings, free of charge, through our corporate internet website as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC. Additionally, these materials, including this Annual Report and the accompanying exhibits are available from the SEC’s website http://www.sec.gov.
The public may obtain a copy of our filings, free of charge, through our corporate internet website as soon as reasonably practicable after we have electronically filed such 20 material with, or furnished it to, the SEC. Additionally, these materials, including this Annual Report and the accompanying exhibits are available from the SEC’s website http://www.sec.gov.
In the event of a transfer of ownership of its facility to a new owner, the interconnection agreement with the NYISO and NYSEG currently held by Greenidge Generation can be assigned to the new owner, so long as the assignee in such a transaction directly assumes in 17 writing all rights, duties and obligations arising under that agreement and agrees to comply with all of the NYISO’s applicable market rules.
In the event of a transfer of ownership of its facility to a new owner, the interconnection agreement with the NYISO and NYSEG currently held by Greenidge Generation can be assigned to the new owner, so long as the assignee in such a transaction directly assumes in writing all rights, duties and obligations arising under that agreement and agrees to comply with all of the NYISO’s applicable market rules.
Our agreements with such brokerage services require them to comply with all applicable FinCEN and NYDFS rules and regulations. Competition Competition in Datacenter Operations and Power Generation Segment Datacenter Operations The cryptocurrency industry is a highly competitive and evolving industry, and new competitors or emerging technologies could enter the market and affect our competitiveness in the future.
Our agreements with such brokerage services require them to comply with all applicable FinCEN and NYDFS rules and regulations. 11 Competition Competition in Datacenter Operations and Power Generation Segment Datacenter Operations The cryptocurrency industry is a highly competitive and evolving industry, and new competitors or emerging technologies could enter the market and affect our competitiveness in the future.
Through access to the Millennium Pipeline price hub that provides relatively low market rates for natural gas and the relatively cool climate where our power plant is located, we are able to produce our energy at competitive rates and largely avoid the extra cost of active cooling of the cryptocurrency datacenter operations.
Through access to the Millennium Pipeline price hub that provides relatively low market rates for natural gas and the relatively cool climate where our power plant is located, we are able to produce our energy at competitive rates and largely avoid the extra cost of active cooling of our datacenter operations.
Prices for capacity and ancillary services are also 12 set by the interplay between supply and demand in bid-based markets administered by the NYISO, except in the case of certain ancillary services for which the NYISO’s Market Administration and Control Area Services Tariff establishes cost-based rates.
Prices for capacity and ancillary services are also set by the interplay between supply and demand in bid-based markets administered by the NYISO, except in the case of certain ancillary services for which the NYISO’s Market Administration and Control Area Services Tariff establishes cost-based rates.
Through these sales, we generate three revenue streams: 10 ◦ Energy revenue : When dispatched by the NYISO, we receive energy revenue based on the hourly price of power. ◦ Capacity revenue : We receive capacity revenue for committing to sell power to the NYISO when dispatched. ◦ Ancillary services revenue : When selected by the NYISO, we receive compensation for the provision of operating reserves.
Through these sales, we generate three revenue streams: • Energy revenue : When dispatched by the NYISO, we receive energy revenue based on the hourly price of power. • Capacity revenue : We receive capacity revenue for committing to sell power to the NYISO when dispatched. • Ancillary services revenue : When selected by the NYISO, we receive compensation for the provision of operating reserves.
We purchase RGGI allowances each year to cover 100% of our CO 2 emitted from power generation and have done so since we began gas-fired operations in 2017.
We 13 purchase RGGI allowances each year to cover 100% of our CO 2 emitted from power generation and have done so since we began gas-fired operations in 2017.
Such participation is generally terminable at any time by either party, and our risk is limited by our ability to switch pools at any time or simply not to participate in any pools and mine independently.
Such participation in either pool is generally terminable at any time by either party, and our risk is limited by our ability to switch pools at any time or simply not to participate in any pools and mine independently.
We have evaluated the impact of the CCR Rule on our consolidated financial position, results of operations, or cash flows and have accrued environmental liabilities under the rule based on current estimates.
We have evaluated the impact of the CCR Rule on our consolidated financial position, results of operations and cash flows and have accrued environmental liabilities under the rule based on current estimates.
For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see " Risk Factors — Risks Related to Our Business" herein.
For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see “ Risk Factors — Risks Related to Our Business" herein.
In exchange for providing computing power, we receive a share of the theoretical global mining rewards based on our percent contribution to the bitcoin mining network, less fees payable to the pool. The mining pools in which we currently participate allocate their bitcoin to us on a daily basis. Power and Capacity Sales .
In exchange for providing computing power, we receive a share of the theoretical global mining rewards based on our percent contribution to the bitcoin mining network, less fees payable to the pools. The mining pools in which we currently participate allocate their bitcoin to us on a daily basis. 9 Power and Capacity Sales .
Environmental, Social, Governance We are committed to making progress on the issues that matter in the ESG areas and, more specifically, serving as a community partner in the locations in which we operate. This is a critical part of our plan for growth and value creation as we develop our business.
Environmental and Community We are committed to making progress on the issues that matter in the ESG areas and, more specifically, serving as a community partner in the locations in which we operate. This is a critical part of our plan for growth and value creation as we develop our business.
In 2019, New York State passed the Climate Leadership and Community Protection Act ("CLCPA"), which requires the NYSDEC and PSC to promulgate regulations and programs for the state to meet greenhouse gas emission reduction requirements and targets. NYSDEC and PSC have not fully implemented the CLCPA.
In 2019, New York State passed the Climate Leadership and Community Protection Act (“CLCPA ” ), which requires the NYSDEC and PSC to promulgate regulations and programs for the state to meet greenhouse gas emission reduction requirements and targets. NYSDEC and PSC have not fully implemented the CLCPA.
As of December 31, 2024, our owned and customer hosted miners at the New York Facility had the capacity to consume approximately 60 MW of electricity. We have approval from NYISO to utilize 64 MW of electricity behind-the-meter.
As of December 31, 2025, our owned and customer hosted miners at the New York Facility had the capacity to consume approximately 60 MW of electricity. We have approval from NYISO to utilize 64 MW of electricity behind-the-meter.
Payments will be made by issuing shares of our Class A common stock, with the total cumulative shares not to exceed 19.99% of the sum of the number of Class A common stock and Class B common stock outstanding. Subsequent payments will then be made in cash.
Payments are made by quarterly issuing shares of our Class A common stock, with the total cumulative shares not to exceed 19.99% of the sum of the number of Class A common stock and Class B common stock outstanding. Subsequent payments will then be made in cash.
On January 29, 2021, we entered into an asset contribution and exchange agreement with the owners of GGH, pursuant to which we acquired all of the ownership interests in GGH in exchange for 700,000 shares of our common stock. As a result of this transaction, GGH became a wholly owned subsidiary of Greenidge Generation Holdings Inc ("GGHI").
On January 29, 2021, we entered into an asset contribution and exchange agreement with the owners of GGH, pursuant to which we acquired all of the ownership interests in GGH in exchange for 700,000 shares of our common stock. As a result of this transaction, GGH became a wholly owned subsidiary of Greenidge Generation Holdings Inc (“GGHI ” ).
Mining Pool Participation A significant portion of the global hashrate on the bitcoin network has been contributed to a number of "mining pools." In a typical bitcoin mining pool, groups of miners combine their resources, or hashrate, and earn bitcoin together.
Mining Pool Participation A significant portion of the global hashrate on the bitcoin network has been contributed to a number of “mining pools. ” In a typical bitcoin mining pool, groups of miners combine their resources, or hashrate, and earn bitcoin together.
On September 14, 2021, we acquired Support.com pursuant to an agreement and plan of merger (the "Support Merger") and, as a result, it began to operate as our wholly owned subsidiary.
On September 14, 2021, we acquired Support.com pursuant to an agreement and plan of merger (the “Support Merger ” ) and, as a result, it began to operate as our wholly owned subsidiary.
During the fourth quarter of 2023, we received a request for additional information from NYSDEC which we are currently in the process of gathering to facilitate the processing of our permit renewal applications. Lockwood Hills is subject to EPA’s Coal Combustion Residuals Rule (the "CCR Rule"), as a coal combustion residual ("CCR") landfill.
During the fourth quarter of 2023, we received a request for additional information from NYSDEC which we are currently in the process of gathering to facilitate the processing of our permit renewal applications. Lockwood Hills is subject to EPA’s Coal Combustion Residuals Rule (the “CCR Rule ” ), as a coal combustion residual (“CCR ” ) landfill.
One of our subsidiaries, Greenidge Pipeline LLC ("Greenidge Pipeline"), operates pursuant to a Certificate of Environmental Compatibility and Public Need issued by the PSC under Article VII of the Public Service Law.
One of our subsidiaries, Greenidge Pipeline LLC (“Greenidge Pipeline ” ), operates pursuant to a Certificate of Environmental Compatibility and Public Need issued by the PSC under Article VII of the Public Service Law.
Miners who participate in mining pools are expected to earn their pro rata share of the global bitcoin rewards received by all miners on the bitcoin network, less any fees paid to the mining pool operator. We contribute our hashrate to a single mining pool, subject to their terms of service.
Miners who participate in mining pools are expected to earn their pro rata share of the global bitcoin rewards received by all miners on the bitcoin network, less any fees paid to the mining pool operator. We contribute our hashrate to two mining pools, subject to their terms of service.
Greenidge Generation currently has permission from the PSC to issue up to $50 million in "indebtedness," which may include non-voting stock. To the extent that Greenidge Generation seeks to issue more than $50 million in such instruments (net of the amount of any instruments already issued), approval must be obtained from the PSC.
Greenidge Generation currently has permission from the PSC to issue up to $50 million in “indebtedness, ” which may include non-voting stock. To the extent that Greenidge Generation seeks to issue more than $50 million in such instruments (net of the amount of any instruments already issued), approval must be obtained from the PSC.
The Columbus Property provides us with access to 32.5 MW of additional power capacity and we deployed 7 MW of miners on the Columbus Property in the second quarter of 2024.
The Columbus Property provided us with access to 32.5 MW of additional power capacity and we deployed 7 MW of miners on the Columbus Property in the second quarter of 2024.
Regulations may substantially change in the future, and it is not possible to know how new regulations will apply to our businesses, or when they will be effective.
Regulations may substantially change in the future, and it is not possible to predict how new regulations will apply to our businesses, or when they will be effective.
In exchange for providing computing power, we receive a share of the theoretical global mining rewards based on our percent contribution to the bitcoin mining network, less fees payable to the pool. The mining pool in which we currently participate allocates their bitcoin to us on a daily basis.
In exchange for providing computing power, we receive a share of the theoretical global mining rewards based on our percent contribution to the bitcoin mining network, less fees payable to the pool. The mining pools in which we currently participate allocate their bitcoin to us on a daily basis.
We have entered into a Trail License and Management Agreement with a not-for-profit corporation to permit the construction of an extension of the public access Keuka Outlet Trail through our property in Torrey, New York to the easterly shore of Seneca Lake. Seasonality Our business is not generally subject to seasonality.
We have entered into a Trail License and Management Agreement with a not-for-profit corporation to permit the construction of an extension of the public access Keuka Outlet Trail through our property in Torrey, New York to the easterly shore of Seneca Lake, and planning for this trail extension remains ongoing. Seasonality Our business is not generally subject to seasonality.
Limits public utilities from selling, leasing or otherwise disposing of facilities with a value in excess of $10 million and used for wholesale sales of electric energy or electric transmission ("Jurisdictional Facilities") without the prior authorization of FERC, and dispositions resulting in a direct or indirect change of control over a public utility generally require prior FERC authorization. 16 2.
Limits public utilities from selling, leasing or otherwise disposing of facilities with a value in excess of $10 million and used for wholesale sales of electric energy or electric transmission (“Jurisdictional Facilities ” ) without the prior authorization of FERC, and dispositions resulting in a direct or indirect change of control over a public utility generally require prior FERC authorization. 2.
Mississippi Expansion On April 10, 2024, we closed on the purchase of a parcel of land containing approximately 12 acres located in Columbus, Mississippi, including over 73,000 square feet of industrial warehouse space (the “Columbus Property”).
Mississippi Facility Transactions On April 10, 2024, we closed on the purchase of a parcel of land containing approximately 12 acres located in Columbus, Mississippi, including over 73,000 square feet of industrial warehouse space (the “Columbus Property”).
Our datacenter operations in New York are powered by electricity generated directly by our power plant, which is referred to as "behind-the-meter" power as it is not subject to transmission and distribution charges from local utilities.
Our datacenter operations in New York are powered by electricity generated directly by our power plant, which is referred to as “behind-the-meter ” power as it is not subject to transmission and distribution charges from local utilities.
In addition, it has been granted lightened regulation by the PSC and Market Based Rate Authority by the Federal Energy Regulatory Commission (the "FERC") authorizing it to enter into sales of power in interstate commerce at market-based rates.
In addition, it has been granted lightened regulation by the PSC and Market Based Rate Authority by the Federal Energy Regulatory Commission (the “FERC ” ) authorizing it to enter into sales of power in interstate commerce at market-based rates.
Because Greenidge Pipeline operates exclusively as a provider of delivery services for gas supplies owned by others, it is not a "gas utility company" under the Public Utility Holding Company Act of 2005 which expands the authority of FERC to oversee transactions and other financial activities of public utility holding companies through grants of access to those companies’ books and records.
Because Greenidge Pipeline operates exclusively as a provider of delivery services for gas supplies owned by others, it is not a “gas utility company ” under PUHCA which expands the authority of FERC to oversee transactions and other financial activities of public utility holding companies through grants of access to those companies’ books and records.
We have contracts with Emera Energy covering both the purchase of natural gas and the bidding and sale of electricity through the NYISO. These sales accounted for approximately 18% and 9% of our total revenue for the years ended December 31, 2024 and 2023, respectively.
We have contracts with Emera Energy covering both the purchase of natural gas and the bidding and sale of electricity through the NYISO. These sales accounted for approximately 38% and 18% of our total revenue for the years ended December 31, 2025 and 2024, respectively.
We participate in the Regional Greenhouse Gas Initiative ("RGGI"), a market-based program in which participating states sell carbon dioxide ("CO 2 ") allowances through auctions and invest proceeds in energy efficiency, renewable energy, and other consumer benefit programs to spur innovation in the clean energy economy and create local green jobs.
We participate in the Regional Greenhouse Gas Initiative (“RGGI ” ), a market-based program in which participating states sell carbon dioxide (“CO 2 ” ) allowances through auctions and invest proceeds in energy efficiency, renewable energy, and other consumer benefit programs to spur innovation in the clean energy economy and create local green jobs.
On January 9, 2024, Greenidge Generation entered into a Consent Agreement and Final Order with EPA wherein we were required to pay a civil fine in the amount of $105,000 and to cease receipt of waste into the onsite CCR surface impoundment in accordance with the timeframes and extensions set forth in the CCR Rule.
On January 9, 2024, Greenidge Generation entered into a Consent Agreement and Final Order with EPA wherein we were required to pay a civil fine in the amount of $0.1 million and to cease receipt of waste into the onsite CCR surface impoundment in accordance with the timeframes and extensions set forth in the CCR Rule.
We own and operate a 106 MW power generation facility that is connected to the New York Independent Systems Operator (the "NYISO"), which operates New York state’s power grid.
We own and operate a 106 MW power generation facility that is connected to the New York Independent Systems Operator (the “NYISO ” ), which operates New York State’s power grid.
We believe our relationship with our employees is satisfactory. Workplace Health and Safety The safety and health of our employees is a top priority for us. We are committed to maintaining an effective safety culture and to stressing the importance of our employees’ role in identifying, mitigating, and communicating safety risks.
Workplace Health and Safety The safety and health of our employees is a top priority for us. We are committed to maintaining an effective safety culture and to stressing the importance of our employees’ role in identifying, mitigating, and communicating safety risks.
An application to renew and modify the Part 360 permit was submitted in August 2020 to NYSDEC, and NYSDEC is currently processing the application. Due to the operations of the previous owners of the Lockwood Hills landfill, in 2015 NYSDEC alleged that the then-existing Leachate Pond was causing exceedances of New York State groundwater standards.
An application to renew and modify the Part 360 permit was submitted in August 2020 to NYSDEC, and NYSDEC continues to review the application. Due to the operations of the previous owners of the Lockwood Hills landfill, in 2015 NYSDEC alleged that the then-existing Leachate Pond was causing exceedances of New York State groundwater standards.
As of December 31, 2024, the letter of credit amount was approximately $5.0 million, which guaranteed the payment of a portion of the landfill liability. In this first quarter of 2025, Greenidge contributed $1.3 million into a trust established with NYSDEC as the beneficiary to cover the remainder of the landfill surety requirement.
As of December 31, 2025, the letter of credit amount was approximately $5.0 million, which guaranteed the payment of a portion of the landfill liability. In addition to the letter of credit, Greenidge contributed $1.3 million into a trust established with NYSDEC as the beneficiary to cover the remainder of the landfill surety requirement.
The PSC regulates both the issuance by gas corporations of "stocks, bonds and other evidences of indebtedness" and the purchase and sale of either the assets of or the ownership interests in gas corporations.
The PSC regulates both the issuance by gas corporations of “stocks, bonds and other evidences of indebtedness ” and the purchase and sale of either the assets of or the ownership interests in gas corporations.
We own and operate a vertically integrated cryptocurrency datacenter and power generation facility in Torrey, New York (the “New York Facility”), with an approximately 106 megawatt (“MW”) nameplate capacity natural gas power generation plant.
We own and operate a vertically integrated cryptocurrency datacenter and power generation facility in Torrey, New York (the “New York Facility”), which includes a natural gas power generation plant with approximately 106 megawatt (“MW”) of nameplate capacity.
We compete against all other NYISO generation resources, which, as of Summer 2024 included approximately 40,872 MW of installed capacity from gas and oil-fired thermal generation, as well as nuclear, hydro, wind, and other renewable generation.
We compete against all other NYISO generation resources, which, as of Summer 2025 included approximately 40,910 MW of installed capacity from gas and oil-fired thermal generation, as well as nuclear, hydro, wind, and other renewable generation.
The PSC regulates both the issuance by electric corporations of "stocks, bonds and other evidence of indebtedness" and the purchase and sale of either the assets of or the ownership interests in electric corporations. Greenidge Pipeline and Greenidge Pipeline Properties Corporation are "gas corporations" subject to regulation by the PSC under New York’s Public Service Law.
The PSC regulates both the issuance by electric corporations of “stocks, bonds and other evidence of indebtedness ” and the purchase and sale of either the assets of or the ownership interests in electric corporations. Greenidge Pipeline and Greenidge Pipeline Properties Corporation are “gas corporations ” subject to regulation by the PSC under New York’s Public Service Law.
In connection with the Equity Interest Payment Agreement, we agreed to pay, by issuing shares of our Class A common stock, a letter of credit extension payment as further consideration for Atlas to enter into the Equity Interest Payment Agreement and maintain the letters of credit.
In connection with the Equity Interest Payment Agreement, we agreed to pay, by issuing shares of our Class A common stock, a letter of credit extension payment as further consideration for Atlas to enter into the Equity Interest Payment Agreement and maintain the letters of credit, as well as the quarterly interest payments described above.
In accordance with the requirements of the CCR Rule, Lockwood has drafted required plans and documents and hosts a publicly available website that makes certain documents available to the public. Our communications with EPA with respect to the Landfill and continued CCR compliance requirements continued in January 2024 and remain ongoing.
In accordance with the requirements of the CCR Rule, Lockwood Hills has prepared required plans and documents and hosts a publicly available website that makes certain documents available to the public. Our communications with EPA with respect to the Landfill and continued CCR compliance requirements remain ongoing.
Regulations Applicable to Power Generation Business We operate our electricity generating business subject to the following regulatory regimes: The New York State Public Service Commission Greenidge, GGH LLC and Greenidge Generation are each defined as "electric corporations" subject to regulation by the PSC under New York’s Public Service Law.
Regulations Applicable to Power Generation Business We operate our electricity generating business subject to the following regulatory regimes: The New York State Public Service Commission Greenidge, Greenidge Generation Holdings LLC (“GGH”) and Greenidge Generation are each defined as “electric corporations ” subject to regulation by the PSC under New York’s Public Service Law.
FERC also administers the Public Utility Holding Company Act of 2005, which imposes certain record keeping and records access requirements on public utility holding companies. We are a public utility holding company but have received an exemption from such record keeping and records access requirements.
FERC also administers PUHCA, which imposes certain record keeping and records access requirements on public utility holding companies. We are a public utility holding company but have received an exemption from such record keeping and records access requirements.
We believe that the achievement of superior safety performance is both an important short-term and long-term strategic initiative in managing our operations. In this regard, our policies and operational practices promote a culture where all levels of employees are responsible for safety.
We believe that the achievement of superior safety performance is both an important short-term and long-term strategic initiative in managing our operations. In this regard, our policies and operational practices promote a culture where all levels of employees are responsible for safety. We had zero recordable incidents during fiscal year 2025.
Additionally, when market conditions dictate shutting down mining and making market sales of energy, we are required to pay NYDIG the expected value that it would have received as if the cryptocurrency datacenter had operated and a portion of gross margin from energy sales above normal mining requirements.
Additionally, when market conditions dictate shutting down mining, to the extent not already curtailed for profitability pursuant to the NYDIG Hosting Agreement, and making market sales of energy, we are required to pay NYDIG the expected value that it would have received as if the cryptocurrency datacenter had operated and a portion of gross margin from energy sales above normal mining requirements.
Human Capital Management As of December 31, 2024, Greenidge had 35 employees. We had no employees based outside of the United States.
Human Capital Management As of December 31, 2025, Greenidge had 32 employees. We had no employees based outside of the United States.
Our cryptocurrency datacenter operations generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers ("ASICs" or "miners") owned or leased by us. We currently contribute our hashrate to a single mining pool, subject to their terms of service.
Our cryptocurrency datacenter operations generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers (“ASICs ” or “miners ” ) owned or leased by us. We currently contribute our hashrate to two mining pools, subject to their terms of service.
Government Regulation Greenidge Generation holds a Certificate of Public Convenience and Necessity issued by the NYS Public Service Commission (the "PSC") under Section 68 of the Public Service Law.
Government Regulation Greenidge Generation LLC (“Greenidge Generation”) holds a Certificate of Public Convenience and Necessity issued by the NYS Public Service Commission (the “PSC ” ) under Section 68 of the Public Service Law.
Below is a summary of the material regulations that currently apply to our business. Regulations may substantially change in the future, and it is presently not possible to know how regulations will apply to our businesses, or when they will be effective.
There are no environmental permits associated with the operation of the pipeline. Below is a summary of the material regulations that currently apply to our business. Regulations may substantially change in the future, and it is presently not possible to know how regulations will apply to our businesses, or when they will be effective.
Subsequent to the Support Merger, our shares of Class A common stock were listed on The Nasdaq Global Select Market and began trading under the symbol "GREE", which is the current trading symbol of our Class A common stock. Available Information Our website is located at www.greenidge.com. Information on our website does not constitute a part of this Annual Report.
Subsequent to the Support Merger, our shares of Class A common stock were listed on The Nasdaq Global Select Market and began trading under the symbol “GREE, ” which is the current trading symbol of our Class A common stock. Available Information Our website is located at www.greenidge.com.
The Landfill, which is located approximately 0.4 miles from the Greenidge Generation facility, discharges stormwater and treated leachate to the Keuka Lake Outlet in accordance with a SPDES permit issued by NYSDEC. A reissued SPDES permit was completed in May 2022.
We completed the installation of the Best Technology Available and began successful operation in January 2023. The Landfill, which is located approximately 0.4 miles from the Greenidge Generation facility, discharges stormwater and treated leachate to the Keuka Lake Outlet in accordance with a SPDES permit issued by NYSDEC. A reissued SPDES permit was completed in May 2022.
It is exempt from regulation by FERC, under the National Gas Act ("NGA") pursuant to Section 1(c) of the NGA , because all of the gas transmitted through the pipeline is delivered within the State of New York and the rates for delivery are regulated by the PSC. There are no environmental permits associated with the operation of the pipeline.
It is exempt from regulation by FERC, under the Natural Gas Act (“NGA ” ) pursuant to Section 1(c) of the NGA, because all of the gas transmitted through the pipeline is delivered within the State of New York and the rates for delivery are regulated by the PSC.
Privately Negotiated Debt Exchange Agreements During the fourth quarter of 2024, we entered into privately negotiated exchange agreements, pursuant to which we issued shares of our Class A common stock in exchange for principal amounts of our Senior Notes.
Debt Restructuring Beginning in the fourth quarter of 2024, we entered into privately negotiated exchange agreements, pursuant to which we issued shares of our Class A common stock and made cash payments in exchange for principal amount of our Senior Notes.
ITEM 1. BUSINESS. Overview We are a developer and operator of datacenters focused on cryptocurrency mining and infrastructure development. We currently build, maintain and operate data centers focused on bitcoin mining, along with related power and electric infrastructure. We generate revenue from (1) datacenter hosting, (2) cryptocurrency self-mining, and (3) power and capacity sales.
ITEM 1. BUSINESS. Overview We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We currently build, maintain and operate datacenters focused on bitcoin mining, along with related power and electric infrastructure. We generate revenue from (1) datacenter hosting, (2) cryptocurrency self-mining, and (3) power and capacity sales.
It is connected to the New York State Electric & Gas Corporation ("NYSEG") transmission system by virtue of the Large Generation Interconnection Agreement among Greenidge Generation, the NYSEG and the NYISO. All environmental permits are set forth below.
It is connected to the New York State Electric & Gas Corporation (“NYSEG ” ) transmission system by virtue of the Large Generation Interconnection Agreement among Greenidge Generation, the NYSEG and the NYISO.
We are a Public Utility Holding Company under the Public Utility Holding Company Act of 2005 ("PUHCA"), and have applied for and received exemption from the record keeping and records inspection regulations of PUHCA.
All environmental permits are set forth below. 14 We are a Public Utility Holding Company under the Public Utility Holding Company Act of 2005 (“PUHCA ” ), and have applied for and received exemption from the record keeping and records inspection regulations of PUHCA.
One exception to these requirements is that an electric or gas corporation that is under common ownership with one or more other entities may be merged with such other entities without requiring PSC approval, provided that such transaction does not result in any change in the ultimate ownership of the public utility in question.
One exception to these requirements is that an electric or gas corporation that is under common ownership with one or more other entities may be merged with such other entities without requiring PSC approval, provided that such transaction does not result in any change in the ultimate ownership of the public utility in question. 16 The Federal Energy Regulatory Commission Greenidge Generation is a public utility subject to regulation by FERC under the Federal Power Act (the “FPA ” ).
From the effective date to the date of this Annual Report, we issued 752,742 shares of Class A common stock to settle the letter of credit extension payment.
From the effective date to the date of this Annual Report, we issued an aggregate of 752,742 shares of Class A common stock to settle the letter of credit extension payment and 404,497 share of Class A common stock to settle accrued interest payments.
From the date of the first exchange to the date of this Annual Report, we issued 1,335,889 shares of our Class A common stock in exchange for $5.5 million aggregate principal amount of our Senior Notes, of which 692,433 shares were exchanged for $3.7 million aggregate principal amount of our Senior Notes during the year ended December 31, 2024.
From the date of the first exchange to the date of this Annual Report, we issued an aggregate of 1,934,889 shares of our Class A common stock and paid an aggregate of $2.9 million in cash in exchange for $14.5 million aggregate principal amount of our Senior Notes, of which 1,242,456 shares and $2.9 million in cash were exchanged for $10.9 7 million aggregate principal amount of our Senior Notes during the year ended December 31, 2025.
Network difficulty, which is a measure of how hard it is for miners to solve a block on the bitcoin blockchain and earn mining rewards, is directly tied to the network’s total hashrate (or the total computational power devoted to solving a block). This difficulty is adjusted every 2,016 blocks (with a new block being added approximately every 10 minutes.
Ne twork difficulty, which is a measure of how hard it is for miners to solve a block on the bitcoin blockchain and earn mining rewards, is directly tied to the network’s total hashrate (or the total computational power devoted to solving a block).
Greenidge Generation continues to undertake compliance efforts pursuant to the Consent Agreement and Final Order. Environmental Liability As required by the NYSDEC, landfills are required to establish and maintain financial assurance mechanism to cover closure, post-closure care, and related expenses.
Greenidge Generation continues to undertake compliance efforts consistent with the requirements of the settlement and applicable CCR regulations. 19 Environmental Liability As required by the NYSDEC, landfills are required to establish and maintain financial assurance mechanism to cover closure, post-closure care, and related expenses.
The New York State Department of Environmental Conservation The operations of each of Greenidge Generation and the landfill owned by another subsidiary of Greenidge, Lockwood Hills LLC ("Lockwood Hills"), are subject to numerous NYSDEC and United States Environmental Protection Agency (the "EPA") regulations and requirements. Lockwood Hills operates a landfill and leachate management facility (the "Landfill").
The New York State Department of Environmental Conservation The operations of each of Greenidge Generation and the landfill owned by another subsidiary of Greenidge, Lockwood Hills LLC (“Lockwood Hills ” ), are subject to numerous New York State Department of Environmental Conservation (“NYSDEC ” ) and U.S. Environmental Protection Agency (the “EPA ” ) regulations and requirements.
With regards to our coal ash pond, in accordance with federal law and Accounting Standards Codification ("ASC") 410-20, Environmental Liabilities, we have an environmental liability of $17.3 million as of December 31, 2024.
The Landfill is in compliance with the CCR requirements applicable to CCR landfills and is not required to close. With regards to our coal ash pond, in accordance with federal law and Accounting Standards Codification (“ASC ” ) 410-20, Environmental Liabilities, we have an environmental liability of $17.3 million as of December 31, 2025.
With respect to wholesale sales of electricity, generators bid into the market the quantity of electricity that they are prepared to produce for each hour of the following day and the corresponding price.
Power Generation in New York Wholesale markets for energy, capacity and ancillary services in New York State are administered by the NYISO. With respect to wholesale sales of electricity, generators bid into the market the quantity of electricity that they are prepared to produce for each hour of the following day and the corresponding price.
Competitive Advantages Electricity is the largest input cost for most cryptocurrency datacenter operations, and we believe owning a power generation facility provides us with a competitive advantage in our cryptocurrency datacenter operations. We believe that our business benefits from the following additional competitive advantages: • Vertical integration .
We believe owning and operating a power generation facility provides us with a competitive advantage in developing and operating energy-intensive datacenter infrastructure. We believe that our business benefits from the following additional competitive advantages: • Vertical integration .
We continue to make improvements related to the environmental impact inherited from the legacy coal power plant site and will continue with our efforts to remediate the legacy coal-ash pollution from our predecessor company. In January 2024, we announced the final plans for the removal of the coal-ash pond created by the previous owners of the plant.
We continue to make improvements related to the environmental impact inherited from the legacy coal power plant site and will continue with our efforts to remediate the legacy coal-ash pollution from our predecessor company.
None of our employees are covered by collective bargaining agreements; however, in late February 2025, a vote to unionize employees serving as our operators, maintenance technicians, crypto technicians and electrical engineer at our New York 14 Facility was approved and we expect to negotiate in good faith and enter into a collective bargaining agreement with such union in 2025.
In late February 2025, a vote to unionize employees serving as our operators, maintenance technicians, crypto technicians and electrical engineer at our New York Facility was approved, and we entered into a collective bargaining agreement with such union in February 2026. We believe our relationship with our employees is satisfactory.
A request for renewal has been made prior to the expiration of these permits and has been deemed timely and sufficient by NYSDEC. This allows uninterrupted operation of the New York Facility under the State Administrative Procedures Act.
A request for renewal has been made prior to the expiration of these permits and has been deemed timely and sufficient by NYSDEC. This allows uninterrupted operation of the New York Facility under the State Administrative Procedures Act. In September 2022, NYSDEC modified our SPDES permit which granted an extension to install Best Technology Available for cooling water intake structures.
We are required to pay NYDIG a portion of capacity revenue, as well as a portion of the gross margin from any energy sales in excess of mining requirement.
We are required to pay NYDIG a portion of capacity revenue, as well as a portion of the gross margin from any energy sales in excess of mining requirements, excluding excess energy that may be available due to the curtailment of NYDIG’s miners for profitability reasons.
In addition, we invested more than $6 million in the installation of cylindrical wedge wire screens at the water intake system for our New York Facility. The completion of the wedge wire screens represents another critical milestone in Greenidge’s extensive efforts to meet or exceed all of New York State’s nation-leading environmental standards.
The completion of the wedge wire screens in 2023 represents another critical milestone in our extensive efforts to meet or exceed all of New York State’s nation-leading environmental standards.
Our datacenter operations consist of approximately 30,700 miners with a combined capacity of approximately 3.3 EH/s for both datacenter hosting and cryptocurrency mining, of which 18,200 miners, or 1.8 EH/s, are associated with datacenter hosting and 12,500 miners, or 1.5 EH/s, are associated with cryptocurrency mining.
Our datacenter operations consist of approximately 23,900 miners with a combined capacity of approximately 2.7 EH/s for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, are associated with datacenter hosting and 6,900 miners, or 1 EH/s, are associated with cryptocurrency mining.
The terms of the NYDIG Hosting Agreement require NYDIG to pay a hosting fee that covers the cost of power and a hosting fee associated with direct costs of mining facilities management, as well as a gross profit-sharing arrangement.
The terms of the NYDIG Hosting Agreement require NYDIG to pay fees intended to cover the cost of power and certain direct operating costs associated with managing the mining facilities, together with a hosting fee and a gross profit-sharing arrangement, provided that the hosted miners are profitable. • Low power costs .
We will also continue to evaluate the benefits of finding accretive acquisitions, specifically in the bitcoin mining sector. 9 Products and Services NYDIG Hosting Agreement . On January 30, 2023, we entered into hosting services agreements and related orders with affiliates of NYDIG (collectively as in effect from time to time, the "NYDIG Hosting Agreement").
On January 30, 2023, we entered into hosting services agreements and related orders (collectively as in effect from time to time, the “NYDIG Hosting Agreement ” ) with affiliates of NYDIG ABL LLC (“NYDIG ” ).
As the regulatory and legal environment evolves, we may become subject to new laws, further regulation by the SEC and other federal or state agencies, which may affect our cryptocurrency datacenter and other related activities.
As the regulatory and legal environment evolves, we may become subject to new laws, further regulation by the SEC, CFTC, FinCEN or other federal, state or local agencies, which may affect our cryptocurrency datacenter operations and other related activities. 15 In addition, as we expand into the development and operation of AI and HPC workloads, we may become subject to various laws, ordinances and regulations in the United States and internationally.
Our controlling stockholder, Atlas, is affiliated with an investment firm with more than $6.8 billion of assets under management and prior experience owning and operating more than 2,000 MW of power generation assets. Intellectual Property We use specific hardware and software for our existing and planned bitcoin mining related operations.
Our controlling stockholder, Atlas and its affiliates, own and operate 30 companies which generate $26 billion in revenues annually and have experience owning and operating more than 2,000 MW of power generation assets. Intellectual Property We use specific hardware and software for our existing and planned bitcoin mining related operations.
Complying with environmental laws often involves significant capital and operating expenses. See " Risk Factors—Risks Related to Our Business—Risks Related to Our Business Generally" and "—Risks Related to our Datacenter and Power Generation Operations" for further details.
See “ Risk Factors—Risks Related to Our Business—Risks Related to our Datacenter and Power Generation Operations ” for further details.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, we have issued equity compensation pursuant to our 2021 Equity Plan, as amended and restated, and certain inducement grants, and shares of Class A common stock in exchange for our debt pursuant to certain privately negotiated exchange agreements, as described under Note 5, " Debt ", Note 6, " Stockholders' Deficit ", and Note 17, “ Subsequent Events—Debt Exchange Agreements ".
Biggest changeIn addition, we have issued equity compensation pursuant to our 2021 Equity Plan, as amended and restated, and certain inducement grants, and shares of Class A common stock to a related party in connection with the Equity Interest Payment Agreement, as described under Note 6, “ Stockholders’ Deficit—Equity Interest Payment Agreement ,” Note 11 “ Related Party Transactions—Equity Interest Payment Agreement ” and Note 17, “ Subsequent Events—Equity Interest Payment Agreement ,” and in exchange for our debt pursuant to certain privately negotiated exchange agreements, as described under Note 5, “ Debt , ” Note 6, “ Stockholders’ Deficit , ” and Note 17, “ Subsequent Events—Debt Exchange Agreements . ” We also expect to issue shares of Class A common stock as part of our repurchase of the Senior Notes pursuant to the Exchange Offer, as described under Note 17, “ Subsequent Events—Exchange Offer . ” We cannot predict what effect, if any, actual or potential future sales of our Class A common stock will have on the market price of our Class A common stock.
We could be materially and adversely affected if current regulations are implemented or if new federal or state legislation or regulations are adopted to address global climate change, or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.
We could be materially and adversely affected if current regulations are implemented, if new federal or state legislation or regulations are adopted to address global climate change, or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.
Provisions in our second amended and restated certificate of incorporation, as amended, and our amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management, including provisions that: • establish a dual-class common stock structure with ten (10) votes per share for the Class B common stock and one (1) vote per share for the Class A common stock; 46 • vest solely in our board the power to fix the size of the board and fill any vacancies and newly created directorships; • provide that directors may only be removed by the majority in voting power of the shares of stock then outstanding and entitled to vote thereon, voting together as a single class; • establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by our stockholders at annual stockholder meetings; and • require, among other things, advance board approval or subsequent approval by the board and holders of 66 2/3% of the outstanding voting stock not owned by the interested stockholder for any business combination with an interested stockholder, which is defined as a person or entity owning 15% or more of our outstanding voting stock or an affiliate or associate of us that owned 15% or more of the voting power of the outstanding voting stock at any time within a period of three years prior to the date of such determination, subject to certain exceptions.
Provisions in our second amended and restated certificate of incorporation, as amended, and our amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management, including provisions that: • establish a dual-class common stock structure with ten (10) votes per share for the Class B common stock and one (1) vote per share for the Class A common stock; • vest solely in our board the power to fix the size of the board and fill any vacancies and newly created directorships; • provide that directors may only be removed by the majority in voting power of the shares of stock then outstanding and entitled to vote thereon, voting together as a single class; • establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by our stockholders at annual stockholder meetings; and • require, among other things, advance board approval or subsequent approval by the board and holders of 66 2/3% of the outstanding voting stock not owned by the interested stockholder for any business combination with an interested stockholder, which is defined as a person or entity owning 15% or more of our outstanding voting stock or an affiliate or associate of us that owned 15% or more of the voting power of the outstanding voting stock at any time within a period of three years prior to the date of such determination, subject to certain exceptions.
The factors include, but are not limited to: • continued worldwide growth in the adoption and use of bitcoin as a medium to exchange; • governmental and quasi-governmental regulation of bitcoin and its use, or restrictions on or regulation of access to and operation of the bitcoin network or similar cryptocurrency systems; • changes in consumer demographics and public tastes and preferences; • the maintenance and development of the open-source software protocol of the network; • the increased consolidation of contributors to the bitcoin blockchain through bitcoin mining pools; 39 • the availability and popularity of other cryptocurrencies and other forms or methods of buying and selling goods and services, including new means of using fiat currencies; • the use of the networks supporting cryptocurrencies for developing smart contracts and distributed applications; • general economic conditions and the regulatory environment relating to cryptocurrencies; • environmental restrictions on the use of electricity to mine bitcoin and a resulting decrease in global bitcoin mining operations; • an increase in bitcoin transaction costs and a resultant reduction in the use of and demand for bitcoin; and • negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies generally.
The factors include, but are not limited to: • continued worldwide growth in the adoption and use of bitcoin as a medium to exchange; • governmental and quasi-governmental regulation of bitcoin and its use, or restrictions on or regulation of access to and operation of the bitcoin network or similar cryptocurrency systems; • changes in consumer demographics and public tastes and preferences; • the maintenance and development of the open-source software protocol of the network; • the increased consolidation of contributors to the bitcoin blockchain through bitcoin mining pools; • the availability and popularity of other cryptocurrencies and other forms or methods of buying and selling goods and services, including new means of using fiat currencies; • the use of the networks supporting cryptocurrencies for developing smart contracts and distributed applications; • general economic conditions and the regulatory environment relating to cryptocurrencies; • environmental restrictions on the use of electricity to mine bitcoin and a resulting decrease in global bitcoin mining operations; • an increase in bitcoin transaction costs and a resultant reduction in the use of and demand for bitcoin; and • negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies generally.
Congress and state and federal authorities have considered and debated several proposals intended to address climate change using different approaches, including a cap on carbon emissions with emitters allowed to trade unused emission allowances (cap-and-trade), a tax on carbon or greenhouse gas emissions, limits on the use of generated power in connection with cryptocurrency mining, incentives for the development of low-carbon technology, and federal renewable portfolio standards.
Congress, state governments and federal authorities have considered and debated several proposals intended to address climate change using different approaches, including a cap on carbon emissions with emitters allowed to trade unused emission allowances (cap-and-trade), a tax on carbon or greenhouse gas emissions, limits on the use of generated power in connection with cryptocurrency mining, incentives for the development of low-carbon technology, and federal renewable portfolio standards.
We rely on third parties to supply us with bitcoin miners, and shortages of bitcoin miners or their component parts, material increases in bitcoin miner costs, or delays in delivery of our orders, including due to trade restrictions, and other global events that may create supply chain disruptions, could significantly interrupt our plans for expanding our bitcoin mining capacity in the near-term and future.
We rely on third parties to supply us with bitcoin miners, and shortages of bitcoin miners or their component parts, material increases in bitcoin miner costs, or delays in delivery of our orders, including due to trade restrictions, sanctions and other global events that may create supply chain disruptions, could significantly interrupt our plans for expanding our bitcoin mining capacity in the near-term and future.
Alternatively, if a court were to find the choice of forum provisions contained in our second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, and operating results. 47 ITEM 1B.
Alternatively, if a court were to find the choice of forum provisions contained in our second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, and operating results. ITEM 1B.
Such serious harm can involve, among other things, misuse of our assets, business disruptions, loss of data, unauthorized access to trade secrets and confidential business information, unauthorized access to personal information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, reputational harm, loss of business, remediation and increased insurance costs, and interference with regulatory compliance.
Such serious harm can involve, among other things, misuse of our assets, business disruptions, loss of data, unauthorized access to trade secrets and confidential 27 business information, unauthorized access to personal information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, reputational harm, loss of business, remediation and increased insurance costs, and interference with regulatory compliance.
Disruption in the delivery of fuel, including disruptions as a result of weather, transportation difficulties, global demand and supply dynamics, labor relations, environmental regulations or the financial viability of fuel suppliers, could adversely affect our ability to operate our facilities, which could result in lower power sales and/or higher costs to our cryptocurrency datacenter operations and thereby adversely affect our results of operations.
Disruption in the delivery of fuel, including disruptions as a result of weather, transportation difficulties, global demand and supply dynamics, labor relations, environmental regulations or the financial viability of fuel suppliers, could adversely affect our ability to operate our facilities, which could result in lower power sales and/or higher costs to our datacenter operations and thereby adversely affect our results of operations.
Further, any changes in the costs of natural gas or transportation rates, changes in the relationship between such costs and the market prices of power, or an inability to procure fuel for physical delivery at prices that we consider favorable could all adversely affect our operations, the costs of meeting our obligations, and the profitability of our cryptocurrency datacenter, and thus, our operations and financial performance.
Further, any changes in the costs of natural gas or transportation rates, changes in the relationship between such costs and the market prices of power, or an inability to procure fuel for physical delivery at prices that we consider favorable could all adversely affect our operations, the costs of meeting our obligations, and the profitability of our datacenter, and thus, our operations and financial performance.
Given the overall attractiveness of the markets in which we operate, and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities ( i.e. , new-build) or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power 31 prices.
Given the overall attractiveness of the markets in which we operate, and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities ( i.e. , new-build) or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power prices.
Such varying government regulations and pronouncements are likely to continue for the near future. In the United States., the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the CFTC, the SEC, FinCEN, and the Federal Bureau of Investigation) have begun to examine the operations of the bitcoin network, bitcoin users and the bitcoin exchange market.
Such varying government regulations and pronouncements are likely to continue for the near future. 39 In the United States, the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the CFTC, the SEC, FinCEN, and the Federal Bureau of Investigation) have begun to examine the operations of the bitcoin network, bitcoin users and the bitcoin exchange market.
In addition, this concentrated control will have the effect of delaying, preventing or deterring a change in control of 43 Greenidge, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Greenidge, and might have a negative effect on the market price of shares of our Class A common stock.
In addition, this concentrated control will have the effect of delaying, preventing or deterring a change in control of Greenidge, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Greenidge, and might have a negative effect on the market price of shares of our Class A common stock.
Risk of nonperformance includes inability or refusal of a counterparty to perform because of a counterparty’s financial condition and liquidity or for any other reason. For further details, see " Business—Overview—Hosting Agreements " for further details. Any significant nonperformance by our customer, could have a material adverse effect on our business, prospects, financial condition, and operating results.
Risk of nonperformance includes inability or refusal of a counterparty to perform because of a counterparty’s financial condition and liquidity or for any other reason. See “ Business—Overview—Hosting Agreements ” for further details. Any significant nonperformance by our customer, could have a material adverse effect on our business, prospects, financial condition, and operating results.
Any requirements imposed by the CFTC related to our cryptocurrency datacenter activities or our transactions in bitcoin could cause us to incur additional extraordinary, nonrecurring expenses, thereby adversely affecting our results of operations. In addition, changes in the classification of bitcoins could subject us, as a result of our cryptocurrency datacenter operations, to additional regulatory oversight by the agency.
Any requirements imposed by the CFTC related to our cryptocurrency datacenter activities or our transactions in bitcoin could cause us to incur additional extraordinary, nonrecurring expenses, thereby adversely affecting our results of operations. In addition, changes in the classification of bitcoins could subject us, as a result of our cryptocurrency datacenter 38 operations, to additional regulatory oversight by the agency.
Scaling digital assets, and particularly bitcoin, is essential to the widespread acceptance of digital assets as a means of payment, which is necessary to the growth and development of our business. 40 Many digital asset networks face significant scaling challenges. For example, digital assets are limited with respect to how many transactions can occur per second.
Scaling digital assets, and particularly bitcoin, is essential to the widespread acceptance of digital assets as a means of payment, which is necessary to the growth and development of our business. Many digital asset networks face significant scaling challenges. For example, digital assets are limited with respect to how many transactions can occur per second.
Such reduction would adversely impact our results of operations and financial condition. Incorrect or fraudulent cryptocurrency transactions may be irreversible. It is possible that, through computer or human error, theft or criminal action, our cryptocurrency could be transferred in incorrect amounts or to unauthorized third parties or accounts.
Such reduction would adversely impact our results of operations and financial condition. 42 Incorrect or fraudulent cryptocurrency transactions may be irreversible. It is possible that, through computer or human error, theft or criminal action, our cryptocurrency could be transferred in incorrect amounts or to unauthorized third parties or accounts.
Any disruption to our power generation facility in New York would cause a suspension of revenue generating activity and would have a material adverse effect on our business and operations, as well as our results of operations and financial condition. We maintain cash deposits in excess of federally insured limits.
Any disruption to our power generation facility in New York would cause a suspension of revenue generating activity and would have a material adverse effect on our business and operations, as well as our results of operations and financial condition. 29 We maintain cash deposits in excess of federally insured limits.
If we fail to retain key talent or are unable to attract and retain other qualified personnel, our results of operations, strategy, and financial performance could be adversely affected. Our operations, strategy and business depend to a significant degree on the skills and services of our senior management team.
If we fail to retain key talent or are unable to attract and retain other qualified personnel, our results of operations, strategy, and financial performance could be adversely affected. Our operations, strategy and business depend to a significant degree on the skills and services of our management team and senior operating personnel.
In 2021, significant changes to U.S. federal income tax laws were proposed, including changes related to 36 information reporting requirements with respect to digital assets. On June 28, 2024, the U.S. Department of the Treasury issued final regulations detailing these reporting requirements.
In 2021, significant changes to U.S. federal income tax laws were proposed, including changes related to information reporting requirements with respect to digital assets. On June 28, 2024, the U.S. Department of the Treasury issued final regulations detailing these reporting requirements.
See " Business — Governmental Regulation — Environmental Liability " and Note 10, " Commitments and Contingencies — Environmental Liabilities ", in the Notes to Consolidated Financial Statements. We may incur significant additional costs beyond those currently contemplated to comply with these regulatory requirements.
See “ Business — Governmental Regulation — Environmental Liability ” and Note 10, “ Commitments and Contingencies — Environmental Liabilities , ” in the Notes to Consolidated Financial Statements. We may incur significant additional costs beyond those currently contemplated to comply with these regulatory requirements.
As a result, we are subject to the risks of disruptions or curtailments in the production of power at our generation facility if fuel is limited or unavailable at any price, if a counterparty fails to perform, or if there is a disruption in the fuel delivery infrastructure.
As a result, we are 32 subject to the risks of disruptions or curtailments in the production of power at our generation facility if fuel is limited or unavailable at any price, if a counterparty fails to perform, or if there is a disruption in the fuel delivery infrastructure.
We have previously received and resolved noncompliance notices 42 from the Nasdaq listing qualifications department but can provide no assurance that we will be able to continue to maintain compliance with Nasdaq’s listing requirements in the future.
We have previously received and resolved noncompliance notices from the Nasdaq listing qualifications department but can provide no assurance that we will be able to continue to maintain compliance with Nasdaq’s listing requirements in the future.
An increase in congestion and backlogs could result in longer transaction confirmation times, an increase in unconfirmed transactions (that is, transactions that have yet to be included in a block on a network and therefore are not yet completed transactions), higher transaction fees and an overall decrease in confidence in a particular network, which could ultimately affect our ability to transact on that particular network and, in turn, could have a material adverse effect on our business, financial condition, and results of operations. 37 The impact of geopolitical and economic events on the supply and demand for cryptoassets, including bitcoin, is uncertain.
An increase in congestion and backlogs could result in longer transaction confirmation times, an increase in unconfirmed transactions (that is, transactions that have yet to be included in a block on a network and therefore are not yet completed transactions), higher transaction fees and an overall decrease in confidence in a particular network, which could ultimately affect our ability to transact on that particular network and, in turn, could have a material adverse effect on our business, financial condition, and results of operations. 40 The impact of geopolitical and economic events on the supply and demand for cryptoassets, including bitcoin, is uncertain.
We can provide no assurance that we will ultimately be able to effectively integrate and manage the operations of any business or assets we have acquired or may acquire in the future or realize the anticipated synergies or benefits.
We can provide no assurance that we will ultimately be able to effectively integrate and manage the operations of any assets we have acquired or may acquire in the future or realize the anticipated synergies or benefits.
While we have internal methods of tracking both our 41 processing power provided and the total used by the pool, the mining pool operator uses its own record-keeping to determine our proportion of a given reward.
While we have internal methods of tracking both our processing power provided and the total used by the pool, the mining pool operator uses its own record-keeping to determine our proportion of a given reward.
A number of companies that engage in bitcoin or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services.
A number of companies that engage in bitcoin or other cryptocurrency-related activities have historically been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services.
See " General Risks — Because our current projected operating cash flows are not sufficient in the long term to meet our current long-term debt obligations, an investment in our common stock is highly speculative.
See “ General Risks—Because our current projected operating cash flows are not sufficient in the long term to meet our current long-term debt obligations, an investment in our common stock is highly speculative.
Failure to successfully integrate businesses or assets we have acquired or may acquire in the future could negatively impact our business, financial condition, and results of operations.
Failure to successfully integrate assets we have acquired or may acquire in the future could negatively impact our business, financial condition, and results of operations.
If an alternative cryptocurrency obtains significant market share—either in market capitalization, mining power or use as a payment technology—this could reduce bitcoin’s market share and value.
If an alternative cryptocurrency obtains significant 43 market share—either in market capitalization, mining power or use as a payment technology—this could reduce bitcoin’s market share and value.
If our bitcoin were deemed part of the Custodian's bankruptcy estate, we could be treated as general unsecured creditors, limiting or delaying our ability to recover assets. While the Custodian maintains limited insurance against certain losses like theft, this coverage is shared among all their clients — likely falling short of the total value of custodied assets.
If our bitcoin were deemed part of the custodian’s bankruptcy estate, we could be treated as general unsecured creditors, limiting or delaying our ability to recover assets. While Coinbase maintains limited insurance against certain losses like theft, this coverage is shared among all their clients — likely falling short of the total value of custodied assets.
Integrating acquired businesses and assets may involve unforeseen difficulties, may require a disproportionate amount of our management’s attention, and may require us to reallocate our resources, financial or otherwise.
Integrating acquired assets may involve unforeseen difficulties, may require a disproportionate amount of our management’s attention, and may require us to reallocate our resources, financial or otherwise.
If we incur any additional debt that is secured, the holders of that debt will be entitled to share in the proceeds distributed in connection with any enforcement against the collateral or an insolvency, liquidation, reorganization, dissolution, or other winding-up of the applicable obligor prior to applying any such proceeds to the Senior Notes.
If we incur any additional debt that is secured, the holders of such debt will be entitled to share in the proceeds distributed in connection with any enforcement against the collateral or an insolvency, liquidation, reorganization, dissolution, or other winding-up of the applicable obligor prior to applying any such proceeds to the Senior Notes and the New Notes.
Such factors and the associated fluctuations in power and natural gas prices have affected our wholesale power generation profitability and cost of power for cryptocurrency datacenter activities in the past and will continue to do so in the future. Changes in technology may negatively impact the value of our New York Facility and any future power plants.
Such factors and the associated fluctuations in power and natural gas prices have affected our wholesale power generation profitability and cost of power for datacenter activities in the past and will continue to do so in the future. 33 Changes in technology may negatively impact the value of our New York Facility and any future power plants.
In 2022, we entered into an At Market Issuance Sales Agreement (as amended, the "At Market Issuance Sales Agreement") with B. Riley Securities, Inc., pursuant to which we have issued an aggregate of 4,167,463 shares of Class A common stock through the date of the filing of this Annual Report.
In 2022, we entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which we have issued an aggregate of 4,167,463 shares of Class A common stock through the date of the filing of this Annual Report.
Participants in the digital asset ecosystem debate potential approaches to increasing the average number of transactions per second that the network can handle and have implemented mechanisms or are researching ways to increase scale, such as "sharding," which is a term for a horizontal partition of data in a database or search engine, which would not require every single transaction to be included in every single miner’s or validator’s block.
Participants in the digital asset ecosystem debate potential approaches to increasing the average number of transactions per second that the network can handle and have implemented mechanisms or are researching ways to increase scale, such as “sharding, ” which is a term for a horizontal partition of data in a database or search engine, which would not require every single transaction to be included in every single miner’s or validator’s block.
However, the CEA imposes requirements relative to certain transactions involving bitcoin and other digital assets that constitute a contract of sale of a commodity for future delivery (or an option on such a contract), a swap, or a transaction involving margin, financing or leverage that does not result in actual delivery of the commodity within 28 days to persons not defined as "eligible contract participants" or "eligible commercial entities" under the CEA (e.g., retail persons).
However, the CEA imposes requirements relative to certain transactions involving bitcoin and other digital assets that constitute a contract of sale of a commodity for future delivery (or an option on such a contract), a swap, or a transaction involving margin, financing or leverage that does not result in actual delivery of the commodity within 28 days to persons not defined as “eligible contract participants ” or “eligible commercial entities ” under the CEA (e.g., retail persons).
As a result, we are a "controlled company" within the meaning of Nasdaq’s corporate governance standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iii) director nominees selected or recommended for our board either by a majority of the independent directors or a nominating committee comprised solely of independent directors.
As a result, we are a “controlled company ” within the meaning of Nasdaq’s corporate governance standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iii) director nominees selected or recommended for our board either by a majority of the independent directors or a nominating committee comprised solely of independent directors.
For example, the U.S. inflation rate rose significantly from 2021 into 2022, then began to moderate through 2024, and future inflation trends remain uncertain and difficult to predict with a high degree of accuracy.
For example, the U.S. inflation rate rose significantly from 2021 into 2022, then began to moderate through 2024 and into 2025, though future inflation trends remain uncertain and difficult to predict with a high degree of accuracy.
Our inability to identify and consummate acquisitions of attractive targets could have a material and adverse impact on our long-term growth prospects, which could materially and adversely affect our results of operations, strategy, and financial performance.
Our inability to identify and consummate acquisitions of attractive assets or targets could have a material and adverse impact on our long-term growth prospects, which could materially and adversely affect our results of operations, strategy, and financial performance.
Atlas and its affiliates may have interests that differ from other stockholders and may vote their Class B common stock in a way with which other stockholders may disagree or which may be adverse to such other stockholders’ interests.
Prior to conversion, Atlas and its affiliates may have interests that differ from other stockholders and may vote their Class B common stock in a way with which other stockholders may disagree or which may be adverse to such other stockholders’ interests.
It is possible that cryptocurrencies other than bitcoin could have features that make them more desirable to a material portion of the cryptocurrency user base and this could result in a reduction in demand for bitcoin, which could have a negative impact on the price of bitcoin and adversely affect us. Bitcoin holds a "first-to-market" advantage over other cryptocurrencies.
It is possible that cryptocurrencies other than bitcoin could have features that make them more desirable to a material portion of the cryptocurrency user base and this could result in a reduction in demand for bitcoin, which could have a negative impact on the price of bitcoin and adversely affect us. Bitcoin holds a “first-to-market ” advantage over other cryptocurrencies.
If a malicious actor or botnet, a collection of computers controlled by networked software coordinating the actions of the computers, obtains control over 50% of the processing power dedicated to mining bitcoin, such actor may be able to construct fraudulent blocks or prevent certain transactions from completing in a timely manner, or at all.
If a malicious actor or botnet, a collection of computers controlled by networked software coordinating the actions of the computers, obtains control of more than 50% of the processing power dedicated to mining bitcoin, such actor may be able to construct fraudulent blocks or prevent certain transactions from completing in a timely manner, or at all.
The cryptomining industry is subject to various risks which could adversely affect our customer’s ability to continue to operate their businesses, including, but not limited to: • ongoing and future government or regulatory actions that could effectively prevent mining operations, with little to no access to policymakers and lobbying organizations in many jurisdictions; • a degree of uncertainty about cryptoassets’ status as a "security," a "commodity," or a "financial instrument" in certain jurisdictions that may subject cryptomining industry to regulatory scrutiny, investigations, fines, and other penalties; • banks or financial institutions may close the accounts of businesses engaging in cryptoasset-related activities as a result of compliance risk, cost, government regulation, or public pressure; • use of cryptoassets in the retail and commercial marketplace is limited; • extreme volatility in the market price of cryptoassets that may harm our customer's financial resources, ability to meet its contractual obligations to us, or cause it to reduce or cease mining operations; • use of a ledger-based platform may not necessarily benefit from viable trading markets or the rigors of listing requirements for securities, creating higher potential risk for fraud or the manipulation of the ledger due to a control event; • concentrated ownership, large sales of cryptoassets, or distributions or redemptions by vehicles invested in cryptoassets could have an adverse effect on the demand for, and market price of, such cryptoasset; • the cryptomining industry could face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto, rapidly changing technology or methods of, rules of, or access to, platforms; 22 • the number of cryptoassets awarded for solving a block in a blockchain decreasing due to the existing protocol or a fork thereof which may adversely affect the incentive to expend processing power to solve blocks and/or continue mining, and miners may not have access to resources to invest in increasing processing power when necessary in order to maintain the continuing revenue production of their mining operations; • intellectual property claims or claims relating to the holding and transfer of cryptoassets and source code, which, regardless of the merit of any such action, could reduce confidence in some or all cryptoasset networks’ long-term viability or the ability of end-users to hold and transfer cryptoassets; • contributors to the open-source structure of the cryptoasset network protocols are generally not directly compensated for their contributions in maintaining and developing the protocol and may lack incentive to properly monitor and upgrade the protocols; • disruptions of the Internet on which mining cryptoassets is dependent; • decentralized nature of the governance of cryptoasset systems, generally by voluntary consensus and open competition with no clear leadership structure or authority, may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles; and • security breaches, hacking, or other malicious activities or loss of private keys relating to, or hack or other compromise of, digital wallets used to store cryptoassets could adversely affect the ability to access or sell cryptoassets or effectively utilize impacted platforms.
The cryptomining industry is subject to various risks which could adversely affect our ability to continue to operate our business, including, but not limited to: • ongoing and future government or regulatory actions that could effectively prevent mining operations, with little to no access to policymakers and lobbying organizations in many jurisdictions; • a degree of uncertainty about cryptoassets’ status as a “security, ” a “commodity, ” or a “financial instrument ” in certain jurisdictions that may subject cryptomining industry to regulatory scrutiny, investigations, fines, and other penalties; • banks or financial institutions may close the accounts of businesses engaging in cryptoasset-related activities as a result of compliance risk, cost, government regulation, or public pressure; • use of cryptoassets in the retail and commercial marketplace is limited; • extreme volatility in the market price of cryptoassets that may harm our customer’s financial resources, ability to meet its contractual obligations to us, or cause it to reduce or cease mining operations; • use of a ledger-based platform may not necessarily benefit from viable trading markets or the rigors of listing requirements for securities, creating higher potential risk for fraud or the manipulation of the ledger due to a control event; 24 • concentrated ownership, large sales of cryptoassets, or distributions or redemptions by vehicles invested in cryptoassets could have an adverse effect on the demand for, and market price of, such cryptoasset; • the cryptomining industry could face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto, rapidly changing technology or methods of, rules of, or access to, platforms; • the number of cryptoassets awarded for solving a block in a blockchain decreasing due to the existing protocol or a fork thereof which may adversely affect the incentive to expend processing power to solve blocks and/or continue mining, and miners may not have access to resources to invest in increasing processing power when necessary in order to maintain the continuing revenue production of their mining operations; • developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the bitcoin blockchain becoming insecure or ineffective; • intellectual property claims or claims relating to the holding and transfer of cryptoassets and source code, which, regardless of the merit of any such action, could reduce confidence in some or all cryptoasset networks’ long-term viability or the ability of end-users to hold and transfer cryptoassets; • contributors to the open-source structure of the cryptoasset network protocols are generally not directly compensated for their contributions in maintaining and developing the protocol and may lack incentive to properly monitor and upgrade the protocols; • disruptions of the Internet on which mining cryptoassets is dependent; • decentralized nature of the governance of cryptoasset systems, generally by voluntary consensus and open competition with no clear leadership structure or authority, may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles; and • security breaches, hacking, or other malicious activities or loss of private keys relating to, or hack or other compromise of, digital wallets used to store cryptoassets could adversely affect the ability to access or sell cryptoassets or effectively utilize impacted platforms.
Cyber-attacks and security breaches of our own or our third-party providers may disrupt or adversely impact our results of operations and financial condition, and damage our reputation or otherwise materially harm our business. We rely on information technology systems across our operations to manage our business including, but not limited to, our accounting, finance, datacenter, and power operations.
Cyberattacks and security breaches of our own or our third-party providers may disrupt or adversely impact our results of operations and financial condition, and damage our reputation or otherwise materially harm our business. We rely on information technology systems across our operations to manage our business including, but not limited to, our accounting, finance, datacenter, and power operations.
Riley Principal II pursuant to which we agreed to issue up to an aggregate of 7,300,000 shares of Class A common stock for a 36-month period beginning on the Effective Date. We issued 1,595,855 shares under the Common Stock Purchase Agreement through the date of the filing of this Annual Report.
Riley Principal ” ), pursuant to which we agreed to issue up to an aggregate of 7,300,000 shares of Class A common stock for a 36-month 47 period beginning on the Effective Date. We issued 1,595,855 shares under the Common Stock Purchase Agreement through the date of the filing of this Annual Report.
If we are unable to sustain greater revenues than our operating costs and support our expansion plans, we may continue to experience operating losses, which would continue to negatively impact our results of operations, strategy and financial performance. We have experienced recurring losses from operations since we began bitcoin mining in 2019.
We have incurred operating losses throughout our growth. If we are unable to sustain greater revenues than our operating costs and support our expansion plans, we may continue to experience operating losses, which would continue to negatively impact our results of operations, strategy and financial performance. We have experienced recurring losses from operations since we began bitcoin mining in 2019.
Volatility in market prices for fuel and electricity may result from a number of factors outside of our control, including: • changes in generation capacity in our markets, including the addition of new supplies of power as a result of the development of new plants, expansion of existing plants, the continued operation of uneconomic power plants due to state subsidies, or additional transmission capacity; • disruption to, changes in or other constraints or inefficiencies of electricity, fuel or natural gas transmission, or transportation; • electric supply disruptions, including plant outages and transmission disruptions; • changes in market liquidity; • weather conditions, including extreme weather conditions and seasonal fluctuations, including the effects of climate change; • changes in commodity prices and the supply of commodities, including but not limited to natural gas and oil; • changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices, distributed generation, and more efficient end-use technologies; • development of new fuels, new technologies, and new forms of competition for the production of power; • fuel price volatility; • changes in capacity prices and capacity markets; 30 • federal, state, and foreign governmental environmental, energy, and other regulation and legislation, including changes therein and judicial decisions interpreting such regulations and legislation; • the creditworthiness and liquidity of fuel suppliers and/or transporters and their willingness to do business with us; and • general economic and political conditions.
Volatility in market prices for fuel and electricity may result from a number of factors outside of our control, including: • changes in generation capacity in our markets, including the addition of new supplies of power as a result of the development of new plants, expansion of existing plants, the continued operation of uneconomic power plants due to state subsidies, or additional transmission capacity; • disruption to, changes in or other constraints or inefficiencies of electricity, fuel or natural gas transmission, or transportation; • electric supply disruptions, including plant outages and transmission disruptions; • changes in market liquidity; • weather conditions, including extreme weather conditions and seasonal fluctuations, including the effects of climate change; • structural changes in generation portfolios and pricing dynamics due to increased renewable and storage penetration; • changes in commodity prices and the supply of commodities, including but not limited to natural gas and oil; • changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices, distributed generation, and more efficient end-use technologies; • development of new fuels, new technologies, and new forms of competition for the production of power; • fuel price volatility; • changes in capacity prices and capacity markets; • federal, state, and foreign governmental environmental, energy, and other regulation and legislation, including changes therein and judicial decisions interpreting such regulations and legislation; • the creditworthiness and liquidity of fuel suppliers and/or transporters and their willingness to do business with us; and • general economic and political conditions.
Riley Principal II, in a registration statement on Form S-8 up to 307,684 shares of Class A common stock issuable upon the vesting and exercise of non-qualified stock option inducement grants, in three registration statements on Form S-8 an aggregate of up to 1,583,111 shares of Class A common stock that may be delivered from time to time pursuant to past and future awards under our 2021 Equity Incentive Plan, as amended and restated (the "2021 Equity Plan"), and in a registration statement on Form S-3 up to 2,521,010 shares of Class A common stock issuable pursuant to the SPA that may be resold from time to time by Armistice.
Riley Principal II, in a registration statement on Form S-8 up to 307,684 shares of Class A common stock issuable upon the vesting and exercise of non-qualified stock option inducement grants, in four registration statements on Form S-8 an aggregate of up to 2,583,111 shares of Class A common stock that may be delivered from time to time pursuant to past and future awards under our 2021 Equity Incentive Plan, as amended and restated (the “2021 Equity Plan ” ), and in a registration statement on Form S-3 up to 2,521,010 shares of Class A common stock issuable pursuant to the SPA that may be resold from time to time by Armistice.
Due to our current projected operating cash flows being insufficient in the long term to meet our long-term debt obligations, an investment in our common stock is highly speculative.
Due to our current projected operating cash flows being insufficient in the short and long term to meet our short-term and long-term debt obligations, an investment in our common stock is highly speculative.
Given our current financial condition and liquidity position, we may not have sufficient resources to repay the Senior Notes, in whole or in part, upon their maturity on October 31, 2026, and our ability to earlier redeem or repurchase the Senior Notes, is uncertain.
Given our current financial condition and liquidity position, we may not have sufficient resources to repay the Senior Notes, in whole or in part, upon their maturity on October 31, 2026, and our ability to redeem or repurchase the Senior Notes prior to maturity is also uncertain.
Any required closure obligation would commence on May 8, 2029, unless exceptions apply that would defer the closure obligation to a permitting process. In accordance with the revised CCR regulations, phased evaluations of the Lockwood Hills and Greenidge Generation facilities will be conducted to determine if any previously unregulated CCR sites must be addressed under the new regulation.
Any required closure obligation would commence on August 8, 2030, unless exceptions apply that would defer the closure obligation to a permitting process. In accordance with the revised CCR regulations, phased evaluations of the Lockwood Hills and Greenidge Generation facilities will be conducted to determine if any previously unregulated CCR sites must be addressed under the new regulation.
The malicious actor or botnet could control, exclude, or modify the order of transactions, though it could not generate new units or transactions using such control. The malicious actor could also "double-spend," or spend the same bitcoin in more than one transaction, or it could prevent transactions from being validated.
The malicious actor or botnet could control, exclude, or modify the order of transactions, though it could not generate new units or transactions using such control. The malicious actor could also “double-spend, ” or spend the same bitcoin in more than one transaction, or it could prevent transactions from being validated.
So long as more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, we will qualify as a "controlled company" within the meaning of Nasdaq’s corporate governance standards.
So long as more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, we will qualify as a “controlled company ” within the meaning of Nasdaq’s corporate governance standards.
We have not historically declared or paid a dividend on our shares of Class A common stock and, consequently, your ability to achieve a return on your investment has depended on appreciation in the price of our Class A common stock. We have never declared or paid cash dividends on our capital stock.
We have not historically declared or paid a dividend on our shares of Class A common stock and, consequently, the ability of stockholders to achieve a return on their investment has depended on appreciation in the price of our Class A common stock. We have never declared or paid cash dividends on our capital stock.
In this respect, bitcoin may be particularly affected as it relies on the "proof of work" validation, which due to its inherent characteristics may be particularly hard to scale to allow simultaneous processing of multiple daily transactions by users.
In this respect, bitcoin may be particularly affected as it relies on the “proof of work ” validation, which due to its inherent characteristics may be particularly hard to scale to allow simultaneous processing of multiple daily transactions by users.
While we have previously regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will regain compliance with Nasdaq's continued listing requirements or that our Class A common stock will not be subject to delisting proceedings in the future.
While we have regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will maintain compliance with Nasdaq’s continued listing requirements or that our Class A common stock will not be subject to delisting proceedings in the future.
Further attractive acquisition targets may not be available to us for a number of reasons, such as growing competition for attractive targets, economic or industry sector downturns, geopolitical tensions, regulatory changes, environmental challenges, increases in the cost of additional capital needed to close business combination or operate targets post-business combination.
Attractive acquisition targets may not be available to us for a number of reasons, such as growing competition for attractive targets, economic or industry sector downturns, geopolitical tensions, regulatory changes, environmental challenges, increases in the cost of additional capital needed to close asset purchases or business combinations or operate targets post-acquisition or business combination.
We are subject to momentum pricing risk. Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, reflects anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms.
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, reflects anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms.
If the Custodian breaches its agreement, ceases operations, declares insolvency, or files for bankruptcy, our digital assets could be delayed or unrecoverable — even if held in segregated accounts. Insolvency laws regarding digital assets are still evolving.
If Coinbase breaches its agreement, ceases operations, declares insolvency, or files for bankruptcy, our digital assets could be delayed or unrecoverable — even if held in segregated accounts. Insolvency laws regarding digital assets are still evolving.
Atlas and its affiliates may have their interest in us diluted as a result of future equity issuances or their own actions in selling shares of our common stock, in each case, which could result in a loss of the "controlled company" exemption under the Nasdaq listing rules.
Additionally, Atlas and its affiliates may have their interest in us diluted as a result of future equity issuances or their own actions in selling shares of our common stock, in each case, which could result in a loss of the “controlled company ” exemption under the Nasdaq listing rules.
We can remain an emerging growth company for up to five years from our first sale of common stock pursuant to an effective Securities Act registration statement in 2021, although if the market value of our Class A common stock that is held by non-affiliates exceeds $700 million or more as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31.
We can remain an emerging growth company for up to five years from our first sale of common stock pursuant to an effective Securities Act registration statement in 2021 (or September 15, 2026), although if the market value of our Class A common stock that is held by non-affiliates exceeds $700 million or more as of June 30, 2026, we would cease to be an emerging growth company as of the following December 31.
The difficulty that many businesses that provide bitcoin or derivatives on other cryptocurrency-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may diminish the usefulness of bitcoin as a payment system and harm public perception of bitcoin.
The difficulty that businesses that provide bitcoin or derivatives on other cryptocurrency-related activities have had and may in the future have in finding banks and financial institutions willing to provide them services may diminish the usefulness of bitcoin as a payment system and harm public perception of bitcoin.
The Commodity Exchange Act, as amended (the "CEA"), does not currently impose any direct obligations on us related to the mining or exchange of bitcoins. Generally, the Commodity Futures Trading Commission ("CFTC"), the federal agency that administers the CEA, regards bitcoin and other cryptocurrencies as commodities. This position has been supported by decisions of federal courts.
The Commodity Exchange Act, as amended (the “CEA ” ), does not currently impose any direct obligations on us related to the mining or exchange of bitcoins. Generally, the CFTC, the federal agency that administers the CEA, regards bitcoin and other cryptocurrencies as commodities. This position has been supported by decisions of federal courts.
Given the long production period to manufacture and assemble bitcoin miners and the current global semiconductor chip shortage, we can provide no assurance that we can acquire enough bitcoin mining computers or replacement parts on a cost-effective basis – or at all – for the maintenance and expansion of our cryptocurrency datacenter operations.
Given the long production period to manufacture and assemble bitcoin miners, we can provide no assurance that we can acquire enough bitcoin mining computers or replacement parts on a cost-effective basis – or at all – for the maintenance and expansion of our cryptocurrency datacenter operations.
Federal Reserve and other central banks to increase interest rates, which have raised the cost of acquiring capital and reduced economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business.
Federal Reserve and other central banks to increase interest rates, which raised the cost of acquiring capital and reduced economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business. Although the U.S.
Given the 10:1 voting ratio, even a significant issuance of Class A common stock, and/or a transaction involving Class A common stock as consideration, may not impact Atlas’ significant majority voting position in us. We have enacted a dual class voting structure to ensure the continuity of voting control in us for the foreseeable future.
Given the 10:1 voting ratio, even a significant issuance of Class A common stock, and/or a transaction involving Class A common stock as consideration, may not impact Atlas’ significant majority voting position in us. Our dual class voting structure was originally enacted to ensure continuity of voting control in us for the foreseeable future.
If we fail to comply with these and future regulatory requirements, we could be forced to reduce or discontinue operations or become subject to administrative, civil, or criminal liabilities and fines. In 2015, EPA finalized federal regulations (the “CCR Rule”) that establish technical requirements for the disposal of CCR.
If we fail to comply with these and future regulatory requirements, we could be forced to reduce or discontinue operations or become subject to administrative, civil, or criminal liabilities and fines. In 2015, the EPA finalized the CCR Rule that establish technical requirements for the disposal of CCR.
Should such rules and restrictions continue or proliferate, we may not only be unable to obtain or maintain these services for our business but also experience business disruption if our necessary commercial partners, such as bitcoin mining pools or miner manufacturers, cannot conduct their businesses effectively due to such regulations.
Should restrictive rules and policies continue or be reinstated, we may not only be unable to obtain or maintain these services for our business but also experience business disruption if our necessary commercial partners, such as bitcoin 45 mining pools or miner manufacturers, cannot conduct their businesses effectively due to such regulations.
Under the Coinbase Prime Broker Agreement, the Custodian covenants to hold our digital assets in segregated accounts, identifiable as belonging to us, with no rights, interest, or title in those assets. Cash, if held, would be placed in "for benefit of customers" accounts at U.S. insured depository institutions.
Under the Coinbase Prime Broker Agreement, Coinbase covenants to hold our digital assets in segregated accounts, identifiable as belonging to us, with no rights, interest, or title in those assets. Cash, if any, would be placed in “for benefit of customers ” accounts at U.S. insured depository institutions.
Because we are a "controlled company", our stockholders may not have these corporate governance protections that are available to stockholders of companies that are not controlled companies.
Because we currently are a “controlled company, ” our stockholders may not have these corporate governance protections that are available to stockholders of companies that are not controlled companies.
These factors include, but are not limited to, the following: • the underlying volatility in pricing of, and demand for, energy and/or bitcoin; • price and volume fluctuations in the stock markets generally, which create highly variable and unpredictable pricing of equity securities; • actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings; • significant volatility in the market price and trading volume of securities of companies in the sectors in which our business operates, which may not be related to the operating performance of these companies and which may not reflect the performance of our businesses; • loss of a major funding source; • operating performance of companies comparable to us; • changes in regulations or tax law, including those affecting the holding, transferring, or mining of cryptocurrency; • share transactions by principal stockholders; • the Company’s continued listing on the Nasdaq; • recruitment or departure of key personnel; • geopolitical factors, including the ongoing war between Russia and Ukraine, the conflict in the Israel-Gaza region, and continued hostilities in the Middle East; • general economic trends and other external factors including inflation, new tariffs and interest rates; • increased scrutiny by governmental authorities or individual actors or community groups regarding our business, our competitors, or the industry in which we operate; • publication of research reports by analysts and others about us or the cryptocurrency mining industry, which may be unfavorable, inaccurate, inconsistent, or not disseminated on a regular basis; • sentiment of retail investors about our Class A common stock and business generally (including as may be expressed on financial trading and other social media sites and online forums); • speculation in the media or investment community about us or the cryptocurrency industry more broadly; and • the occurrence of any of the other risk factors included in this Annual Report. 45 We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies or smaller reporting companies, and stockholders could receive less information than they might expect to receive from larger or more mature public companies.
These factors include, but are not limited to, the following: • the underlying volatility in pricing of, and demand for, energy and/or bitcoin; • price and volume fluctuations in the stock markets generally, which create highly variable and unpredictable pricing of equity securities; • actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings; • significant volatility in the market price and trading volume of securities of companies in the sectors in which our business operates, which may not be related to the operating performance of these companies and which may not reflect the performance of our businesses; • loss of a major funding source; • operating performance of companies comparable to us; • changes in regulations or tax law, including those affecting the holding, transferring, or mining of cryptocurrency; • share transactions by principal stockholders; • the continued listing of our Class A common stock on the Nasdaq; • recruitment or departure of key personnel; • geopolitical factors, including the ongoing war between Russia and Ukraine, the conflict in the Israel-Gaza region, and continued hostilities in the Middle East; • general economic trends and other external factors including inflation, new tariffs and interest rates; • increased scrutiny by governmental authorities or individual actors or community groups regarding our business, our competitors, or the industry in which we operate; • publication of research reports by analysts and others about us or the cryptocurrency mining industry, which may be unfavorable, inaccurate, inconsistent, or not disseminated on a regular basis; • sentiment of retail investors about our Class A common stock and business generally (including as may be expressed on financial trading and other social media sites and online forums); 49 • speculation in the media or investment community about us or the cryptocurrency industry more broadly; and • the occurrence of any of the other risk factors included in this Annual Report.
Any major bitcoin miner malfunction out of the typical range of downtime for normal maintenance and repair could cause significant economic damage to us. Additionally, as technology evolves, we may need to acquire newer models of miners to remain competitive in the market. New miners can be costly and may be in short supply.
Any major bitcoin miner malfunction out of the typical range of downtime for normal maintenance and repair could cause significant economic damage to us. Additionally, as technology evolves, we may need to acquire newer models of miners to remain competitive in the market.
This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. Certain statements in the Risk Factors below are forward-looking statements. See the section titled "Cautionary Statement Regarding Forward-Looking Statements".
This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. Certain statements in the Risk Factors below are forward-looking statements.
We may not be able to obtain additional debt or equity financing on favorable terms in the future, if at all, which could impair our growth and adversely affect our existing operations.
We may not be able to obtain additional debt or equity financing on favorable terms in the future, if at all, which could impair our ability to execute on our business plan and adversely affect our existing operations.
Blockchain technology may expose us to specially designated nationals or blocked persons or cause us to violate provisions of law. We are subject to the rules enforced by The Office of Financial Assets Control of the US Department of Treasury ("OFAC"), including those prohibiting transactions with individuals and entities named on its specially designated nationals list.
Blockchain technology may expose us to specially designated nationals or blocked persons or cause us to violate provisions of law. We are subject to the rules enforced by The U.S. Department of Treasury’s Office of Financial Assets Control (“OFAC ” ), including those prohibiting transactions with individuals and entities named on its Specially Designated Nationals list.
Such events could have a material adverse effect our results of operations. Changes in tariffs or import restrictions could have a material adverse effect on our business, financial condition and results of operations. Equipment necessary for digital asset mining is almost entirely manufactured outside of the United States.
Such events could have a material adverse effect on our results of operations. Changes in tariffs or import restrictions could have a material adverse effect on our business, financial condition and results of operations. Equipment necessary for digital asset mining and related datacenter infrastructure is largely manufactured outside of the United States.
We qualify to publicly report on an ongoing basis as an "emerging growth company" (as defined in the JOBS Act) and a "smaller reporting company" (as defined in SEC rules) under the reporting rules set forth under the Exchange Act.
We qualify to publicly report on an ongoing basis as an “emerging growth company ” (as defined in the JOBS Act) and a “smaller reporting company ” (as defined in SEC rules) under the reporting rules set forth under the Exchange Act.
Currently, we source most of our electricity for our cryptocurrency datacenter operations from our captive power generation facility located in Torrey, New York. If we determine to expand our operations, we may want to do so through the acquisition of additional bitcoin or other cryptocurrency datacenter businesses or electricity generating power plants.
Currently, we source most of our electricity for our cryptocurrency datacenter operations from our captive power generation facility located in Torrey, New York. If we determine to expand our operations, we may do so through the acquisition of additional powered land assets or electricity generating power plants.
In December 2023, we entered into the Equity Exchange Agreement with Infinite Reality, pursuant to which we issued 180,000 shares of Class A common stock, and a one-year warrant to purchase 180,000 shares of Class A common stock.
In December 2023, we entered into an equity exchange agreement (the “Equity Exchange Agreement ” ) with Infinite Reality, Inc. (“Infinite Reality"), pursuant to which we issued 180,000 shares of Class A common stock, and a one-year warrant to purchase up to 180,000 shares of Class A common stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we may not be successful in eliminating all risks from cybersecurity threats and can provide no assurance that undetected cybersecurity incidents have not occurred.
Biggest changeIn 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we may not be successful in eliminating all risks from cybersecurity threats and can provide no assurance that undetected cybersecurity incidents have not occurred.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe have also deployed additional miners in conjunction with a 7.5 MW mining capacity lease in North Dakota, which has a term of five years and provides us with energy to power mining at a cost of $58.50/MWh. We owned and operated a datacenter and approximately 152 acres of land in Spartanburg, South Carolina for development.
Biggest changeWe also own a 34-acre greenfield site in Columbus, Mississippi, which we expect will provide access to 40 MW of power capacity in the first quarter of 2027. We have a 7.5 MW mining capacity lease in North Dakota, which has a term of five years and provides us with energy to power mining at a cost of $58.50/MWh.
ITEM 2. PROPERTIES. We own the approximately 106 MW nameplate natural gas power generation facility used by our Cryptocurrency Datacenter and Power Generation Segment, which is located on our 162-acre property in Torrey, New York. Our Torrey mining operations take place at this facility. This property is subject to a lease/leaseback relationship with the Yates 48 County Industrial Development Agency.
ITEM 2. PROPERTIES. We own the approximately 106 MW nameplate natural gas power generation facility used by our Cryptocurrency Datacenter and Power Generation Segment, which is located on our 162-acre property in Torrey, New York. Our Torrey mining operations take place at this facility. This property is subject to a lease/leaseback relationship with the Yates County Industrial Development Agency.
The payment in lieu of taxes agreement executed by the Yates County Industrial Development Agency and us provides predictability with respect to the increase in the annual real property tax burden on the power plant. We also own an additional 143 acres of land located in Torrey, New York.
The payment in lieu of taxes agreement executed by the Yates County Industrial Development Agency and us provides predictability with respect to the increase in the annual real property tax burden on the power plant. 52 We also own an additional 143 acres of land located in Torrey, New York.
Approximately 29 acres are occupied by a landfill used to dispose of coal ash by the power plant’s former owners. We own the 4.6-mile-long natural gas pipeline that runs from our power plant facility, to the connector pipeline in Milo, Yates County, New York.
Approximately 29 acres are occupied by a landfill previously used to dispose of coal ash by the power plant’s former owners. We own the 4.6-mile-long natural gas pipeline that runs from our power plant facility, to the connector pipeline in Milo, Yates County, New York.
We also hold a series of easements and right-of-way agreements with landowners through whose land the pipeline runs. On April 10, 2024, we purchased a parcel of land containing approximately 12 acres located in Columbus, Mississippi, including over 73,000 square feet of industrial warehouse space.
We also hold a series of easements and right-of-way agreements with landowners through whose land the pipeline runs. We own a 5.6-acre tract of land with over 73,000 square feet of industrial warehouse space in Columbus, Mississippi.
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This property provides us with access to an additional 32.5 MW in power capacity, and we deployed 7 MW of miners at the Mississippi Facility in the second quarter of 2024.
Removed
On November 9, 2023, we closed the sale of the South Carolina Facility to complete the deleveraging transaction with NYDIG. On November 27, 2024, we entered into a definitive agreement to sell the remaining 152 acre property to Data Journey.
Removed
This transaction is expected to close in 2025 and this land was classified as held for sale as of December 31, 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther than as set forth in Note 10, " Commitments and Contingencies" in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report, including, without limitation, the subsection titled " Title V Air Permit Renewal Litigation," which is incorporated herein by reference, we are currently not aware of any such legal proceedings or claims that we believe will have an adverse effect on our business, financial condition, or operating results.
Biggest changeOther than as set forth in Note 10, “ Commitments and Contingencies ” in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report, including, without limitation, the subsection titled “Title V Air Permit Renewal Litigation and Stipulation of Settlement, ” which is incorporated herein by reference, we are currently not aware of any such legal proceedings or claims that we believe will have an adverse effect on our business, financial condition, or operating results.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 49 PART II
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 53 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFrom the date of the first exchange to the date of this Annual Report, we issued 1,335,889 shares of our Class A common stock in exchange for $5.5 million aggregate principal amount of our Senior Notes, of which 692,433 shares were exchanged for $3.7 million aggregate principal amount of our Senior Notes during the year ended December 31, 2024.
Biggest changeDuring the year ended December 31, 2025, we issued an aggregate of 1,242,456 shares of our Class A common stock in exchange for $2.8 million aggregate principal amount of our Senior Notes. Such transactions were exempt from registration under Section 3(a)(9) of the Securities Act. Equity Interest Payment Agreement .
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Our Class A Common Stock Greenidge’s Class A common stock is listed under the ticker symbol "GREE" on the Nasdaq Global Select Market, which is the principal market for such stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Our Class A Common Stock Greenidge’s Class A common stock is listed under the ticker symbol “GREE ” on the Nasdaq Global Select Market, which is the principal market for such stock.
Holders of Record As of March 25, 2025, we had 37 registered holders of our Class A common stock, including Cede & Co., the nominee for the Depository Trust Company and 7 registered holders of our Class B common stock.
Holders of Record As of March 26, 2026, we had 35 registered holders of our Class A common stock, including Cede & Co., the nominee for the Depository Trust Company and 7 registered holders of our Class B common stock.
During the fourth quarter of 2024, we entered into privately negotiated exchange agreements, pursuant to which we issued shares of our Class A common stock in exchange for principal amounts of our Senior Notes.
During the year ended December 31, 2025, we entered into privately negotiated exchange agreements, pursuant to which we issued shares of our Class A common stock in exchange for principal amounts of our Senior Notes.
As of December 31, 2024, 10,292,233 shares of Greenidge Class A common stock were issued and outstanding. Our Class B common stock is not listed or traded on any stock exchange.
As of December 31, 2025, 13,068,603 shares of Greenidge Class A common stock were issued and outstanding. Our Class B common stock is not listed or traded on any stock exchange.
Removed
Such transactions were exempt from registration under Section 3(a)(9) of the Securities Act. ITEM 6. RESERVED
Added
During the year ended December 31, 2025, we issued an aggregate of 752,742 shares of Class A common stock to settle a $1.4 million letter of credit extension payment and 325,177 shares of Class A common stock to settle $0.4 million in accrued interest payments pursuant to the Equity Interest Payment Agreement, as described under Note 6, “Stockholders’ Deficit—Equity Interest Payment Agreement, ” Note 11 “Related Party Transactions—Equity Interest Payment Agreement. ” Such issuances were exempt from registration under Section 4(a)(2) of the Securities Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYears Ended December 31, Variance $ in thousands 2024 2023 $ % Total revenue $ 59,533 $ 70,388 $ (10,855) (15) % Cost of revenue (exclusive of depreciation shown below) 41,108 51,005 (9,897) (19) % Depreciation 13,471 13,602 (131) (1) % Selling, general and administrative expenses 17,294 26,167 (8,873) (34) % Gain on digital assets (2,154) — (2,154) N/A Loss (gain) on sale of asset 641 (9,903) 10,544 (106) % Impairment of long-lived assets 169 4,000 (3,831) (96) % Remeasurement of environmental liability 453 2,409 (1,956) (81) % Operating loss (11,449) (16,892) 5,443 (32) % Other (expense) income: Interest expense, net (7,082) (12,659) 5,577 (44) % Gain on sale of digital assets — 512 (512) (100) % Change in fair value of warrant asset (477) — (477) N/A Impairment of equity securities (869) — (869) N/A Other income, net 23 — 23 N/A Total other expense, net (8,405) (12,147) 3,742 (31) % Loss from continuing operations before taxes (19,854) (29,039) 9,185 (32) % Benefit from income taxes (69) — (69) N/A Net loss from continuing operations $ (19,785) $ (29,039) $ 9,254 (32) % Other Financial Data (a) EBITDA (loss) from continuing operations $ 699 $ (2,778) $ 3,477 (125) % as a percent of revenues 1.2 % (3.9) % Adjusted EBITDA (loss) from continuing operations $ 5,490 $ 153 $ 5,337 3488 % as a percent of revenues 9.2 % 0.2 % a) Metrics under Other Financial Data are non-GAAP performance measures.
Biggest changeYears Ended December 31, Variance $ in thousands 2025 2024 $ % Total revenue $ 58,777 $ 59,533 $ (756) (1) % Cost of revenue (exclusive of depreciation shown below) 49,767 41,108 8,659 21 % Depreciation 11,810 13,471 (1,661) (12) % Selling, general and administrative expenses 12,498 17,294 (4,796) (28) % Loss (gain) on digital assets 21 (2,154) 2,175 (101) % Loss (gain) on sale of asset (11,475) 641 (12,116) (1890) % Impairment of long-lived assets — 169 (169) (100) % Gain on insurance proceeds (399) — (399) N/A Remeasurement of environmental liability 350 453 (103) (23) % Operating loss (3,795) (11,449) 7,654 (67) % Other income (expense): Interest expense, net (4,033) (7,082) 3,049 (43) % Change in fair value of warrant asset — (477) 477 (100) % Impairment of equity securities — (869) 869 (100) % Gain on troubled debt restructuring 11,862 — 11,862 N/A Gain on extinguishment of debt 406 — 406 N/A Loss on liquidation of subsidiary (348) — (348) N/A Gain on non-refundable deposit 400 — 400 N/A Gain on settlement of related party liability 224 — 224 N/A Other income, net 91 23 68 296 % Total other income (expense), net 8,602 (8,405) 17,007 (202) % Income (loss) before taxes 4,807 (19,854) 24,661 (124) % Benefit from income taxes (479) (69) (410) 594 % Net income (loss) $ 5,286 $ (19,785) $ 25,071 (127) % Other Financial Data (a) EBITDA $ 20,650 $ 699 $ 19,951 2854 % as a percent of revenues 35.1 % 1.2 % Adjusted EBITDA (loss) $ (2,658) $ 5,490 $ (8,148) (148) % as a percent of revenues (4.5) % 9.2 % a) Metrics under Other Financial Data are non-GAAP performance measures.
Estimates are based on various assumptions that are sensitive to changes including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits.
Estimates are based on various assumptions that are sensitive to changes including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits.
Additional material adjustments to the environmental liability may occur in the future due to required changes to the scope and timing of the remediation, changes to regulations governing the closure and remediation of CCR sites and changes to cost estimates due to inflationary or other economic factors.
Additional material adjustments to the environmental liability may occur in the future due to required changes to the scope and timing of the remediation, changes to regulations governing the closure and remediation of CCR sites and changes to cost estimates due to inflationary or other economic factors.
We have estimated the cost of remediation by developing a remediation plan in consultation with environmental engineers, periodically obtaining quotes for estimated construction costs and adjusting estimates for inflationary factors based on the expected timing of the remediation work. Estimates include anticipated post-closure costs including 62 monitoring and maintenance of the site.
We have estimated the cost of remediation by developing a remediation plan in consultation with environmental engineers, periodically obtaining quotes for estimated construction costs and adjusting estimates for inflationary factors based on the expected timing of the remediation work. Estimates include anticipated post-closure costs including monitoring and maintenance of the site.
Financing Arrangements See Note 5, " Debt ," Note 6, " Stockholders' Deficit " and Note 17, " Subsequent Events " in the Notes to Consolidated Financial Statements for details regarding our financing arrangements. Recent Accounting Pronouncements Information regarding new accounting pronouncements is included in Note 2, " Significant Accounting Policies ", in the Notes to Consolidated Financial Statements.
Financing Arrangements See Note 5, “ Debt , ” Note 6, “ Stockholders’ Deficit ” and Note 17, “ Subsequent Events ” in the Notes to Consolidated Financial Statements for details regarding our financing arrangements. Recent Accounting Pronouncements Information regarding new accounting pronouncements is included in Note 2, “ Significant Accounting Policies ", in the Notes to Consolidated Financial Statements.
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and are presented in U.S. dollars. The following discussion contains forward-looking statements that involve risks and uncertainties.
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “ U.S. GAAP ” ) and are presented in U.S. dollars. The following discussion contains forward-looking statements that involve risks and uncertainties.
We will remain an “emerging growth company” for up to five years from our first sale of common stock pursuant to an effective Securities Act registration statement in 2021, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
We will remain an “emerging growth company” for up to five years from our first sale of common stock pursuant to an effective Securities Act registration statement in 2021 (or September 15, 2026), or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
For so long as we are an emerging growth company, we will not be required to: • have an auditor report on our internal controls over financial reporting pursuant to Section404(b) of the Sarbanes-Oxley Act; • comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); • submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay," "say-on-frequency" and pay ratio; and • disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
For so long as we are an emerging growth company, we will not be required to: • have an auditor report on our internal controls over financial reporting pursuant to Section404(b) of the Sarbanes-Oxley Act; • comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); • submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay, ” “say-on-frequency ” and pay ratio; and • disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
Remeasurement of environmental liabilities We recognize environmental liabilities in accordance with ASC 410-30, Asset Retirement and Environmental Obligations. As of December 31, 2024 we have recognized environmental liabilities for a coal-ash pond and landfill which were inherited due to the legacy coal operations at our property in Torrey, New York. These costs are considered to be both probable and estimable.
Remeasurement of environmental liabilities We recognize environmental liabilities in accordance with ASC 410-30, Asset Retirement and Environmental Obligations. As of December 31, 2025, we have recognized environmental liabilities for a coal-ash pond and landfill, which were inherited due to the legacy coal operations at our property in Torrey, New York. These costs are considered to be both probable and estimable.
As of December 31, 2024, we have recognized environmental liabilities for a coal-ash pond and landfill, which were inherited due to the legacy coal operations at our property in Torrey, New York. These costs are considered to be both probable and estimable.
As of December 31, 2025 we have recognized environmental liabilities for a coal-ash pond and landfill which were inherited due to the legacy coal operations at our property in Torrey, New York. These costs are considered to be both probable and estimable.
Increases in the price of bitcoin benefit us by increasing the amount of revenue earned for each bitcoin earned. Increases in the difficulty to mine a bitcoin adversely affect us by decreasing the number of bitcoin earned. Increases in the costs of electricity, natural gas, and emissions credits adversely affect us by increasing operating costs.
Increases in the price of bitcoin benefit us by increasing the amount of revenue earned for each bitcoin earned, while increases in the difficulty to mine a bitcoin adversely affect us by decreasing the number of bitcoin earned. In addition, increases in the costs of electricity, natural gas, and emissions credits adversely affect us by increasing operating costs.
The charges for the years ended December 31, 2024 and 2023 were as a result of an update in the cost estimates associated with the landfill post closure liabilities as part of our continuing evaluation of the site.
The charges for the years ended December 31, 2025 and 2024 were as a result of an update in the cost estimates associated with the landfill post closure liabilities as part of our continuing evaluation of the site.
However, you should be aware that when evaluating EBITDA from continuing operations and Adjusted EBITDA from continuing operations, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
Off-Balance Sheet Arrangements As of December 31, 2024, we did not have any off-balance sheet arrangements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not required for smaller reporting companies.
Off-Balance Sheet Arrangements As of December 31, 2025, we did not have any off-balance sheet arrangements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not required for smaller reporting companies.
Emerging Growth Company Status We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
Emerging Growth Company Status We qualify as an “emerging growth company ” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
Power and capacity revenue Power and capacity revenue at our New York Facility is earned when we sell capacity and energy and ancillary services to the wholesale power grid managed by the NYISO.
Power and capacity reve nue Power and capacity revenue at our New York Facility is earned when we sell capacity and energy and ancillary services to the wholesale power grid managed by the NYISO.
Management believes that the use of EBITDA from continuing operations and Adjusted EBITDA from continuing operations provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors.
Management believes that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors.
We have recorded a total environmental liability of $30.7 million and $30.2 million as of December 31, 2024 and 2023, respectively, for the remediation of these sites. We recognized a charge of $0.5 million and $2.4 million during the years ended December 31, 2024 and 2023, respectively, for the remeasurement of environmental liabilities.
We have recorded a total environmental liability of $31.0 million and $30.7 million as of December 31, 2025 and 2024, respectively, for the remediation of these sites. We recognized a charge of $0.4 million and $0.5 million during the years ended December 31, 2025 and 2024, respectively, for the remeasurement of environmental liabilities.
Critical Accounting Policies and Estimates Our significant accounting policies are discussed in detail in Note 2, "Significant Accounting Policies", in the Notes to Consolidated Financial Statements for the year ended December 31, 2024; however, we consider our critical accounting policies to be those related to the valuation of long-lived assets and remeasurement of environmental obligations.
Critical Accounting Policies and Estimates Our significant accounting policies are discussed in detail in Note 2, “Significant Accounting Policies, ” in the Notes to Consolidated Financial Statements for the year ended December 31, 2025; however, we consider our critical accounting policies and estimates to be those related to the valuation of long-lived assets and remeasurement of environmental obligations.
To date, we have primarily relied on debt and equity financing to fund our operations, including meeting ongoing working capital needs. The Company has historically incurred operating losses and negative cash flows from operations.
To date, we have primarily relied on debt and equity financing to fund our operations, including meeting ongoing working capital needs. We have historically incurred operating losses and negative cash flows from operations.
"Adjusted EBITDA from continuing operations" is defined as EBITDA from continuing operations adjusted for stock-based compensation and other special items determined by management, including, but not limited to business expansion costs, impairments of long-lived assets, remeasurement of environmental liabilities and restructuring as they are not indicative of business operations.
“Adjusted EBITDA ” is defined as EBITDA adjusted for stock-based compensation and other special items determined by management, including, but not limited to business expansion costs, impairments of long-lived assets, remeasurement of environmental liabilities and restructuring as they are not indicative of business operations.
We recorded and will continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. Our effective tax rate for the year ended December 31, 2023 was 0.0%.
We recorded and will continue to carry a full valuation 61 allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. Our effective tax rate for the year ended December 31, 2024 was 0.35%.
EBITDA from continuing operations and Adjusted EBITDA from continuing operations are intended as supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP.
EBITDA and Adjusted EBITDA are intended as supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP.
We have recorded a total environmental liability of $30.7 million and $30.2 million as of December 31, 2024 and 2023, respectively, for the remediation of these sites. We recognized a charge of $0.5 million and $2.4 million during the years ended December 31, 2024 and 2023, respectively, for the remeasurement of environmental liabilities.
We have recorded a total environmental liability of $31.0 million and $30.7 million as of December 31, 2025 and 2024, respectively, for the remediation of these sites. We recognized a charge of $0.4 million and $0.5 million during the years ended December 31, 2025 and 2024, respectively, for the remeasurement of environmental 66 liabilities.
We concluded that projected undiscounted cash flows were in excess of the carrying value of the asset group, and, therefore, the assets are considered to be recoverable and no determination of impairment was necessary.
We concluded that projected undiscounted cash flows for the New York Facility were in excess of the carrying value of the asset group, and therefore, the assets are considered to be recoverable and no determination of impairment was necessary.
We are mining bitcoin and hosting bitcoin miners, which contributes to the security and transactability of the bitcoin ecosystem while concurrently supplying power to assist in meeting the power needs of homes and businesses in the region served by our New York Facility.
We are mining bitcoin and hosting bitcoin miners, which contributes to the security and transactability of the bitcoin ecosystem while concurrently supplying power to meet the increasingly growing power needs of homes and businesses in the region served by our New York Facility.
Benefit from income taxes Our effective tax rate for the year ended December 31, 2024 was 0.35%, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets.
Benefit from income taxes Our effective tax rate for the year ended December 31, 2025 was (9.96)%, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets.
Because of these limitations, EBITDA from continuing operations and Adjusted EBITDA from continuing operations should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S.
Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis.
A reconciliation of reported amounts to adjusted amounts can be found in the "Non-GAAP Measures and Reconciliations" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"). 52 Key Metrics The following table provides a summary of key metrics related to the years ended December 31, 2024 and 2023.
A reconciliation of reported amounts to adjusted amounts can be found in the “Non-GAAP Measures and Reconciliations ” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A ” ). 56 Key Metrics The following table provides a summary of key metrics related to the years ended December 31, 2025 and 2024.
As of December 31, 2024, our fleet of miners ranged in efficiency from approximately 15.0 to 34.0 joules per terahash (“J/TH”) and had an average efficiency of 27.4 J/TH.
As of December 31, 2025, our fleet of miners ranged in efficiency from approximately 15.0 to 34.2 joules per terahash (“J/TH”) and had an average efficiency of 21.1 J/TH.
Operating loss from continuing operations As a result of the factors described above, operating loss from continuing operations was $11.4 million for the year ended December 31, 2024 as compared to $16.9 million for the year ended December 31, 2023.
Operating loss As a result of the factors described above, operating loss from operations was $3.8 million for the year ended December 31, 2025 as compared to $11.4 million for the year ended December 31, 2024.
The table below presents the average cost of mining each bitcoin for the years ended December 31, 2024 and 2023: Cost of Mining - Analysis of Costs to Mine One Bitcoin December 31, 2024 December 31, 2023 Cost to mine one bitcoin (1) $ 39,094 $ 16,892 Value of each bitcoin mined (2) $ 61,686 $ 27,203 Cost to mine one bitcoin as % of value of bitcoin mined 63.4 % 62.1 % (1) Computed as cost of revenue of cryptocurrency mining divided by number of bitcoins produced from cryptocurrency mining.
The table below presents the average cost of mining each bitcoin for the years ended December 31, 2025 and 2024: Cost of Mining - Analysis of Costs to Mine One Bitcoin December 31, 2025 December 31, 2024 Cost to mine one bitcoin (1) $ 74,787 $ 39,094 Value of each bitcoin mined (2) $ 101,480 $ 61,686 Cost to mine one bitcoin as % of value of bitcoin mined 73.7 % 63.4 % (1) Computed as cost of revenue of cryptocurrency mining divided by number of bitcoins produced from cryptocurrency mining.
The miners associated with our cryptocurrency mining for the year ended December 31, 2024 were comprised as follows: Vendor and Model Number of Miners Bitmain S19 4,000 Bitmain S19 Pro 2,000 Bitmain S19j Pro 900 Bitmain S19 XP 4,800 Bitmain S19 Hydro 200 Bitmain S21 Pro 600 12,500 54 As of December 31, 2024, our fleet of miners ranged in age from 0.2 to 3.3 years and had an average age of approximately 2.25 years.
The miners associated with our cryptocurrency mining for the year ended December 31, 2025 were comprised as follows: Vendor and Model Number of Miners Bitmain S19 600 Bitmain S19 Pro 200 Bitmain S19j Pro 100 Bitmain S19 XP 4,500 Bitmain S19 Hydro 200 Bitmain S21 Pro 600 Bitmain S21+ 550 AvalonMiner 1566-209 150 6,900 As of December 31, 2025, our fleet of miners ranged in age from 0.7 to 4.3 years and had an average age of approximately 2.3 years.
Items which we do not believe to be indicative of ongoing business trends are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies.
Items which we do not believe to be indicative of ongoing business trends are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis.
The decrease is primarily related to $2.6 million of lower purchases of and deposits for property and equipment compared to the prior year due to the lower miner purchases and lower proceeds from the sale of assets of $3.9 million.
The increase is primarily related to $8.0 million of lower purchases of and deposits for property and equipment compared to the prior year due to the lower miner purchases, an increase of proceeds from the sale of assets of $19.9 million and an increase of proceeds from the sale of digital assets of $12.2 million.
During 2024, we determined that a triggering event had occurred as of September 30, 2024 due to declines in hashprice, driven by lower bitcoin rewards for miners post-halving, increases in the difficulty factor due to increase in the overall hashrate as more efficient miners entered the market, and a lack of a corresponding increase in bitcoin price.
We determined that a triggering event had occurred as of December 31, 2025 due to declines in hashprice, driven by lower bitcoin rewards for miners post-halving, increases in the difficulty factor due to increase in the overall hashrate as more efficient miners entered the market, combined with a decline in bitcoin price in the fourth quarter of 2025.
We generate all the power we require for operations in the New York Facility, where we enjoy relatively lower market prices for natural gas due to our access to the Millennium Gas Pipeline price hub.
We generate revenue from three primary sources: (1) datacenter hosting, (2) cryptocurrency mining, and (3) power and capacity. We generate all the power we require for operations in the New York Facility, where we enjoy relatively lower market prices for natural gas due to our access to the Millennium Gas Pipeline price hub.
Selling, general and administrative expenses Selling, general and administrative expenses decreased $8.9 million, or 34%, to $17.3 million during the year ended December 31, 2024 as compared to the prior year period.
Selling, general and administrative expenses Selling, general and administrative expenses decreased $4.8 million, or 28%, to $12.5 million during the year ended December 31, 2025 as compared to the prior year period.
See Note 3, " Discontinued Operations ", in the Notes to Consolidated Financial Statements for a further breakdown. 57 Non-GAAP Measures and Reconciliations The following non-GAAP measures are intended to supplement investors’ understanding of our financial information by providing measures which investors, financial analysts, and management use to help evaluate our operating performance.
Non-GAAP Measures and Reconciliations The following non-GAAP measures are intended to supplement investors’ understanding of our financial information by providing measures which investors, financial analysts, and management use to help evaluate our operating performance.
As a result of many factors, such as those set forth under "Risk Factors," "Cautionary Statement Regarding Forward-Looking Statements" and elsewhere in this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. You should carefully review the sections titled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" in this Annual Report.
As a result of many factors, such as those set forth under “ Risk Factors, ” “ Cautionary Statement Regarding Forward-Looking Statements ” and elsewhere in this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements and the going concern discussion in Note 2, “ Significant Accounting Policies—Going Concern, ” in the Notes to Consolidated Financial Statements.
Years Ended December 31, $ in thousands 2024 2023 Net cash used for operating activities from continuing operations $ (12,044) $ (12,155) Net cash used for investing activities from continuing operations (3,888) (6,031) Net cash provided by financing activities from continuing operations 11,239 13,772 Increase in cash and cash equivalents from discontinued operations — 2,509 Net change in cash, cash equivalents and restricted cash (4,693) (1,905) Cash, cash equivalents and restricted cash at beginning of year 13,312 15,217 Cash, cash equivalents and restricted cash at end of period $ 8,619 $ 13,312 Operating Activities Net cash used for operating activities from continuing operations was $12.0 million for the year ended December 31, 2024, as compared to cash used for operating activities from continuing operations of $12.2 million for the year ended December 31, 2023.
Years Ended December 31, $ in thousands 2025 2024 Net cash used for operating activities $ (14,994) $ (12,044) Net cash provided by (used for) investing activities 36,553 (3,888) Net cash provided by (used for) financing activities (10,606) 11,239 Net change in cash and cash equivalents 10,953 (4,693) Cash and cash equivalents at beginning of year 8,619 13,312 Cash and cash equivalents at end of period $ 19,572 $ 8,619 Operating Activities Net cash used for operating activities was $15.0 million for the year ended December 31, 2025, as compared to cash used for operating activities of $12.0 million for the year ended December 31, 2024.
Net Loss from continuing operations As a result of the factors described above, net loss from continuing operations decreased to $19.8 million for the year ended December 31, 2024 as compared to $29.0 million for the year ended December 31, 2023.
Net income (loss) As a result of the factors described above, we recognized net income of $5.3 million for the year ended December 31, 2025 as compared to a net loss of $19.8 million for the year ended December 31, 2024.
We are considering various items to address the long-term debt obligations, including the retirement or purchase of our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.
We are considering various alternatives to address our obligations under the Senior Notes, i ncluding: • The retirement or repurchase of our outstanding debt through cash purchases and/or exchanges for equity or other debt securities, which may be conducted in open market purchases, privately negotiated transactions or other transactions.
Cryptocurrency mining revenue For our cryptocurrency mining revenue, we generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers ("ASICs" or "miners") owned by us.
Cryptocurrency mining revenue For our cryptocurrency mining revenue, we generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with miners owned by us. Our cryptocurrency mining revenue decreased by $3.8 million, or 20%, to $15.2 million during the year ended December 31, 2025.
Such repurchases or exchanges, if any will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material and to the extent equity is used, dilutive.
Such repurchases or exchanges, if any, will be on terms and at prices determined by us, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
Impairment of long-lived assets As a result of the impairment assessment conducted to evaluate future uses of the remaining real estate assets in South Carolina during the year ended December 31, 2023, we recognized impairment charges of $4.0 million associated with long- 56 lived assets to reduce the net book value of our company to fair value.
Impairment of long-lived assets As a result of the impairment assessments conducted during the years ended December 31, 2025 and 2024 we recognized impairment charges of nil and $0.2 million, respectively. The impairment charge recognized during the year ended December 31, 2024 was associated with long-lived assets to reduce the net book value of our company to fair value.
GAAP results and using EBITDA from continuing operations and Adjusted EBITDA from continuing operations on a supplemental basis. You should review the reconciliations of Net loss from continuing operations to EBITDA from continuing operations and Adjusted EBITDA from continuing operations below and not rely on any single financial measure to evaluate our business.
You should review the reconciliations of Net income (loss) to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business. The reported amounts in the table below are from our Consolidated Statements of Operations and Comprehensive Income (Loss) in our Consolidated Financial Statements included in this Annual Report.
Years Ended December 31, Variance $ in thousands, except $ per MWh and average bitcoin price 2024 2023 $ % Cryptocurrency mining $ 19,061 $ 24,238 $ (5,177) (21) % Datacenter hosting 29,838 39,478 (9,640) (24) % Power and capacity 10,634 6,672 3,962 59 % Total revenue $ 59,533 $ 70,388 $ (10,855) (15) % Components of revenue as % of total Cryptocurrency mining 32 % 34 % Datacenter hosting 50 % 57 % Power and capacity 18 % 9 % Total revenue 100 % 100 % MWh Cryptocurrency mining 184,077 232,496 (48,419) (21) % Datacenter hosting 436,733 568,147 (131,414) (23) % Power and capacity 164,532 133,446 31,086 23 % Revenue per MWh Cryptocurrency mining $ 104 $ 104 $ — — % Datacenter hosting $ 68 $ 69 $ (1) (1) % Power and capacity $ 65 $ 50 $ 15 30 % Cost of revenue (exclusive of depreciation) Cryptocurrency mining $ 12,080 $ 15,051 $ (2,971) (20) % Datacenter hosting $ 22,237 $ 29,695 $ (7,458) (25) % Power and capacity $ 6,791 $ 6,259 $ 532 8 % Cost of revenue per MWh (exclusive of depreciation) Cryptocurrency mining $ 66 $ 65 $ 1 2 % Datacenter hosting $ 51 $ 52 $ (1) (2) % Power and capacity $ 41 $ 47 $ (6) (13) % Cryptocurrency Mining Metrics Bitcoins produced: Cryptocurrency mining 309 891 (582) (65) % Datacenter hosting 632 2,047 (1,415) (69) % Total Bitcoins produced 941 2,938 (1,997) (68) % Average bitcoin price 65,825 28,788 37,037 129 % Average active hashrate (EH/s) Company-owned miners 795,166 914,539 (119,373) (13) % Average active hashrate (EH/s) Hosted miners 1,642,105 2,204,794 (562,689) (26) % Average difficulty (in trillions of hash) 87.3 T 52 T 35.3 T 68 % 53 Revenue per MWh for datacenter hosting, cryptocurrency mining and power and capacity are used by management to consider the extent to which we may generate electricity to either produce cryptocurrency or sell power to the New York wholesale power market.
Years Ended December 31, Variance $ in thousands, except $ per MWh and average bitcoin price 2025 2024 $ % Cryptocurrency mining $ 15,222 $ 19,061 $ (3,839) (20) % Datacenter hosting 21,488 29,838 (8,350) (28) % Power and capacity 22,067 10,634 11,433 108 % Total revenue $ 58,777 $ 59,533 $ (756) (1) % Components of revenue as % of total Cryptocurrency mining 26 % 32 % Datacenter hosting 37 % 50 % Power and capacity 37 % 18 % Total revenue 100 % 100 % MWh Cryptocurrency mining 167,383 184,077 (16,694) (9) % Datacenter hosting 326,395 436,733 (110,338) (25) % Power and capacity 223,630 164,532 59,098 36 % Revenue per MWh Cryptocurrency mining $ 91 $ 104 $ (13) (13) % Datacenter hosting $ 66 $ 68 $ (2) (3) % Power and capacity $ 99 $ 65 $ 34 54 % Cost of revenue (exclusive of depreciation) Cryptocurrency mining $ 11,218 $ 12,080 $ (862) (7) % Datacenter hosting $ 22,581 $ 22,237 $ 344 2 % Power and capacity $ 15,968 $ 6,791 $ 9,177 135 % Cost of revenue per MWh (exclusive of depreciation) Cryptocurrency mining $ 67 $ 66 $ 1 3 % Datacenter hosting $ 69 $ 51 $ 18 37 % Power and capacity $ 71 $ 41 $ 30 72 % Cryptocurrency Mining Metrics Bitcoins produced: Cryptocurrency mining 150 309 (159) (51) % Datacenter hosting 221 632 (411) (65) % Total Bitcoins produced 371 941 (570) (61) % Average bitcoin price 101,633 65,825 35,808 54 % Average active hashrate (EH/s) Company-owned miners 827,050 795,166 31,884 4 % Average active hashrate (EH/s) Hosted miners 1,192,820 1,642,105 (449,285) (27) % Average difficulty (in trillions of hash) 128.4 T 87.3 T 41.1 T 47 % 57 Revenue per MWh for datacenter hosting, cryptocurrency mining and power and capacity are used by management to consider the extent to which we may generate electricity to either produce cryptocurrency or sell power to the New York wholesale power market.
At December 31, 2024, Greenidge datacenter operations consisted of approximately 30,700 miners with approximately 3.3 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 18,200 miners, or 1.8 EH/s, is associated with datacenter hosting and 12,500 miners, or 1.5 EH/s, is associated with Greenidge's cryptocurrency mining.
At December 31, 2025, G reenidge datacenter operations consisted of approximately 23,900 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, is associated with datacenter hosting and 6,900 miners, or 1.0 EH/s, is associated with Greenidge’s cryptocurrency mining.
Investing Activities Net cash used for investing activities from continuing operations was $3.9 million for the year ended December 31, 2024, as compared to $6.0 million for the year ended December 31, 2023.
Financing Activities Net cash used for financing activities was $10.6 million for the year ended December 31, 2025, as compared to $11.2 million provided by financing activities for the year ended December 31, 2024.
There can be no assurances that these assumptions used to estimate liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to the limited ability to predict future bitcoin and energy prices.
There can be no assurance that our assumptions used to estimate liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to the limited ability to predict future bitcoin and energy prices. 64 Additionally, our ability to achieve projected cash flows depends on our ability to obtain and comply with required permits and licenses, including the Title V Air Permit for our New York facility.
The arrangement covers substantially all of our current mining capacity at the New York Facility. The South Carolina Facility was dedicated to hosting from February 2023 through the date of the sale of such facility on November 15, 2023. We generated revenue of $29.8 million and $39.5 million in 2024 and 2023, respectively.
The a rrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $21.5 million and $29.8 million in 2025 and 2024, respectively.
Cost of revenue Years Ended December 31, Variance $ in thousands 2024 2023 $ % Cryptocurrency mining $ 12,080 $ 15,051 $ (2,971) (20) % Datacenter hosting 22,237 29,695 (7,458) (25) % Power and capacity 6,791 6,259 532 8 % Total cost of revenue (exclusive of depreciation) $ 41,108 $ 51,005 $ (9,897) (19) % As a percentage of total revenue 69.1 % 72.5 % Total cost of revenue, exclusive of depreciation, decreased $9.9 million, or 19%, to $41.1 million during 2024 as compared to the prior year.
We estimate that higher power and capacity sales volume due to increased demand and higher average power and capacity prices caused revenue increases of approximately 36% and 72%, respectively. 59 Cost of revenue Years Ended December 31, Variance $ in thousands 2025 2024 $ % Cryptocurrency mining $ 11,218 $ 12,080 $ (862) (7) % Datacenter hosting 22,581 22,237 344 2 % Power and capacity 15,968 6,791 9,177 135 % Total cost of revenue (exclusive of depreciation) $ 49,767 $ 41,108 $ 8,659 21 % As a percentage of total revenue 84.7 % 69.1 % Total cost of revenue, exclusive of depreciation, increased $8.7 million, or 21%, to $49.8 million during 2025 as compared to the prior year.
The main drivers of the decrease in selling, general and administrative expenses were: • Total restructuring costs decreased approximately $4.1 million in 2024 compared to the prior year, mainly as a result of non-recurring restructuring costs incurred in the prior year; • Total payroll and benefits and other employee costs decreased approximately $1.2 million in 2024 compared to the prior year, as a result of declines in employee expenses including incentive compensation as result of the restructuring activities in the prior year to reduce our cost structure; • Total insurance expense decreased approximately $2.2 million in 2024 compared to the prior year, as a result of declines in coverage related to umbrella, property, and liability policies; • Total legal costs decreased approximately $1.2 million in 2024 compared to the prior year, as a result of declines in attorney and legal counsel fees, primarily as a result of fewer significant transactions in 2024, as compared to 2023; • Total stock compensation decreased approximately $0.5 million in 2024 compared to the prior year, as a result of a decline in amortized expense relating to RSUs with a higher grant date fair value, which was offset partially by an increase in amortized expense relating to options granted in prior periods.
The main drivers of the decrease in selling, general and administrative expenses were: • Total payroll and benefits and stock compensation decreased approximately $0.6 million and $1.1 million, respectively, in 2025 compared to the prior year, as a result of declines in employee expenses related to the corporate overhead cost, a decrease in incentive compensation and the forfeiture of unvested stock options; • Total insurance expense decreased approximately $2 million in 2025 compared to the prior year, as a result of declines in coverage related to umbrella, property, and liability policies due to a lower asset base; • Decrease of approximately $0.6 million in professional services and consulting expenses resulting from reduced discretionary spending; • Total legal costs decreased approximately $0.3 million in 2025 compared to the prior year, as a result of declines in attorney and legal counsel fees, primarily as a result of fewer significant transactions in 2025 as compared to 2024; and • Decrease of approximately $0.3 million due to less environmental remediation expenses incurred during 2025 compared to the prior year period.
The 68% increase in the difficulty factor and the lower bitcoin rewards as a result of the halving was offset by the 129% increase in the average price of bitcoin year-over-year.
We estimate that the decrease was primarily driven by the 47% increase in the difficulty factor and the lower bitcoin rewards as a result of the halving that occurred in April 2024, which was partially offset by the 54% increase in the average 58 price of bitcoin year-over-year, as well as a 4% increase in average hashrate in company-owned miners compared to prior year.
Total other expense, net During the year ended December 31, 2024, other expense, net decreased $3.7 million, or 31%, to $8.4 million primarily due to decreased interest expense as a result of the NYDIG debt extinguishment. This was partially offset by an impairment of equity securities of $0.9 million and change in fair value of warrant asset of $0.5 million.
Total other income (expense), net During the year ended December 31, 2025, other expense, net decreased $17.0 million, or 202%, to other income, net of $8.6 million, primarily due to decreased interest expense and a gain on troubled debt restructuring as a result of the privately negotiated exchange agreements, the public tender/exchange offers and open market debt repurchases, as well as the absence of impairment of equity securities and changes in fair value of warrant asset that existed in the prior year.
Depreciation Depreciation decreased $0.1 million, or 1%, to $13.5 million for the year ended December 31, 2024 as compared to the prior year period due to a lower asset base resulting from the sale of our South Carolina Facility during the fourth quarter of 2023, which was partially offset by the acquisition of miners and miner infrastructure during 2024.
During the year ended December 31, 2024, we recognized a $0.6 million loss on the sale of assets. Depreciation Depreciation decreased $1.7 million, or 12%, to $11.8 million for the year ended December 31, 2025 as compared to the prior year period due to a lower asset base.
Additional adjustments to the environment liability may occur periodically due to potential changes in remediation requirements regarding coal combustion residuals which may lead to material changes in estimates and assumptions. Summary of Cash Flow The following table provides information about our net cash flow for the years ended December 31, 2024 and 2023.
Additional adjustments to the environment liability may occur periodically due to potential changes in remediation requirements regarding coal combustion residuals which may lead to material changes in estimates and assumptions. Self-mining capacity obligation payments are based on required minimum usage in connection to its capacity lease agreement.
Our computation of Adjusted EBITDA from continuing operations may not be comparable to other similarly titled measures computed by other companies, because not all companies may calculate Adjusted EBITDA from continuing operations in the same fashion.
Definitions of these non-GAAP measures may not be comparable to similar definitions used by other similarly titled measures computed by other companies, because all companies may not calculate these non-GAAP financial measures in the same fashion. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP.
Additionally, the inability to procure and comply with the permits and licenses required to operate our facilities, including the Title V Air Permit for the New York Facility, which is subject to ongoing litigation (see Note 10, " Commitments and Contingencies" ), may have an adverse impact on our ability to meet cash flow forecasts.
While this permit is subject to the Stipulation, it may still face legal challenges from third-party environmental groups (see Note 10, “ Commitments and Contingencies ”), which may have an adverse impact on our operations and our ability to meet cash flow forecasts.
For the purposes of performing the recoverability test we consider all of our long-lived assets to be a single asset group as we operate as an integrated power and crypto datacenter operations business and this grouping represents the lowest level of identifiable independent cash flows.
For the purposes of performing the recoverability test, we consider the New York Facility and North Dakota Facility to be separate asset groups representing the lowest level of identifiable independent cash flows.
Loss (gain) on sale of assets We recognized a loss on the sale of assets of $0.6 million during the year ended December 31, 2024, as a result of selling long-lived assets, comprising primarily of excess mining infrastructure equipment.
Loss (gain) on digital assets We recognized a loss on digital assets of $21.0 thousand for the year ended December 31, 2025 as a result of a decrease in the price of bitcoin in the last quarter of 2025.
During the year ended December 31, 2024, we recognized impairment charges of $0.2 million related to damaged miners, which was equal to the remaining net book value of the miners. See Note 4, " Property and Equipment, Net ", in the Notes to Consolidated Financial Statements for a further discussion of the impairment.
See Note 4, “ Property and Equipment, Net , ” in the Notes to Consolidated Financial Statements for a further discussion of the impairment. Remeasurement of environmental liabilities We recognize environmental liabilities in accordance with ASC 410-30, Asset Retirement and Environmental Obligations.
Our datacenter operations consist of approximately 30,700 miners with approximately 3.3 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 18,200 miners or 1.8 EH/s, are associated with datacenter hosting and 12,500 miners, or 1.5 EH/s are associated with our cryptocurrency mining.
Our datacenter operations consist of approximat ely 23,900 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of whic h 17,000 miners, or 1.7 EH/s, are associated with datacenter hosting and 6,900 miners, or 1 EH/s, are associated with our cryptocurrency mining. 55 Results from Operations The following table sets forth key components of our results from operations during the years ended December 31, 2025 and 2024.
The variance in operating cash flow during the year ended 2024 as compared to 2023 was driven by a decrease in prepaid expenses, increase in contract liabilities and an advantageous change in net loss, which was partially offset by the transition to bitcoin self-mining retention strategy, which enables the Company to accumulate bitcoin from its owned miners, the purchase of additional RGGI credits during 2024 and payment of accrued expenses.
The variance in operating cash flow during the year ended 2025 as compared to 2024 was driven by a decrease in proceeds from the sale of digital assets due to our bitcoin retention strategy, a decrease in accounts payable, a decrease in contract liabilities and an increase in other operating assets due to the funding of a trust for environmental remediation costs, which was partially offset by an increase in accrued emissions expense and related party payables, a decrease in emissions and carbon offsets due to the surrender of credits for the current control period, and a decrease in revenues from digital assets production. 65 Investing Activities Net cash provided by investing activities was $36.6 million for the year ended December 31, 2025, as compared to $3.9 million used for investing activities for the year ended December 31, 2024.
While the Company believes it will be successful in its efforts to improve liquidity, which will allow it to meet its financial commitments for at least the next 12 months, there can be no assurance that these efforts will be successful. 60 Contractual Obligations and Commitments The following table summarizes our contractual obligations and other commitments as of December 31, 2024, and the years in which these obligations are due: $ in thousands Total 2025 2026-2027 2028-2029 Thereafter Debt payments $ 80,193 $ 5,826 $ 74,367 $ — $ — Leases 172 37 76 59 — Environmental obligations 30,682 250 9,542 10,770 10,120 Natural gas transportation 10,902 1,896 3,792 3,792 1,422 Total $ 121,949 $ 8,009 $ 87,777 $ 14,621 $ 11,542 The debt payments included in the table above include the principal and interest amounts due.
Contractual Obligations and Commitments The following table summarizes our contractual obligations and other commitments as of December 31, 2025, and the years in which these obligations are due: $ in thousands Total 2026 2027-2028 2029-2030 Thereafter Debt payments $ 43,086 $ 40,008 $ 456 $ 2,622 $ — Leases 136 38 78 20 — Self-mining capacity obligation 12,488 3,843 7,697 948 — Environmental obligations 31,032 — 9,311 13,425 8,296 Natural gas transportation 9,006 1,896 3,792 3,318 — Total $ 95,748 $ 45,785 $ 21,334 $ 20,333 $ 8,296 The debt payments included in the table above include the principal and interest amounts due.
Removed
Overview We own cryptocurrency datacenter operations in Torrey, New York, Columbia, Mississippi, lease property for purposes of operating a cryptocurrency datacenter in Underwood, North Dakota and previously owned and operated a facility in Spartanburg, South Carolina (collectively, the "facilities").
Added
You should carefully review the sections titled “ Cautionary Statement Regarding Forward-Looking Statements ” and “ Risk Factors ” in this Annual Report. 54 Overview We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We currently build, maintain and operate datacenters focused on bitcoin mining, along with related power and electric infrastructure.
Removed
The New York Facility is a vertically integrated cryptocurrency datacenter and power generation facility with an approximately 106 MW nameplate capacity, natural gas power 50 generation facility. We generate revenue from four primary sources: (1) datacenter hosting, which we commenced on January 30, 2023, (2) cryptocurrency mining, and (3) power and capacity.
Added
We are increasingly focused on leveraging our power generation assets, grid interconnection rights and datacenter development expertise to support AI and HPC workloads, which we believe represent a significant long-term growth opportunity.
Removed
In 2023, prior to the South Carolina transaction, our datacenter operations consisted of approximately 42,300 miners with approximately 4.6 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 32,100 miners, or 3.4 EH/s, were associated with datacenter hosting and 10,200 miners, or 1.2 EH/s, were associated with Greenidge’s cryptocurrency mining.
Added
We own and operate a vertically integrated cryptocurrency datacenter and power generation facility in Torrey, New York, which includes a natural gas power generation plant with approximately 106 MW of nameplate capacity. We also own a 34-acre greenfield site in Columbus, Mississippi, which we expect will provide access to 40 MW of datacenter capacity by the first quarter of 2027.
Removed
Discontinued Operations The contract with Support.com’s largest customer expired on December 31, 2022 and was not renewed and the business ceased operations in 2023.
Added
Additionally, we have 7.5 MW of self-mining capacity in North Dakota through a five-year lease which provides us with energy access to support our cryptocurrency mining operations. We operated 7 MW of self-mining capacity at the Mississippi Facility prior to the sale of the facility on September 16, 2025.
Removed
As a result, we have classified the Support.com business as held for sale and discontinued operations in these condensed consolidated financial statements as a result of management and the board of directors making a decision to pursue alternatives for the Support.com business and to strictly focus on its cryptocurrency mining, datacenter hosting and power generation operations.
Added
Revenue During the year ended December 31, 2025, Greenidge increased power and capacity MWhs due to favorable power and capacity economics, while reducing MWhs dedicated to hosting services.
Removed
See Note 3, " Discontinued Operations" of our audited condensed consolidated financial statements for additional information. 51 Results from Continuing Operations The following table sets forth key components of our results from continuing operations during the years ended December 31, 2024 and 2023.
Added
This decrease of $8.4 million was due to a 47% increase in average difficulty and a 25% decrease in hosting MWhs, partially offset by a 54% increase in the average price of bitcoin. We managed approximately 1.2 EH/s of average active hash rate in our hosting services, which produced approximately 221 bitcoins.
Removed
Revenue On January 30, 2023, upon entering into the NYDIG Hosting Agreement, we transitioned the majority of the capacity of our owned datacenter facilities to datacenter hosting operations. We entered into hosting arrangements at third party sites for the remaining owned miners in the first and second quarters of 2023 which were terminated in the second quarter of 2024.
Added
Our power and capacity revenue increased $11.4 million, or 108%, to $22.1 million in 2025.

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