Riot Platforms Announces Closing of the Acquisition of Rhodium Assets at the Rockdale Facility Following the Previously Announced Settlement Agreement

Rhea-AI Summary

Riot Platforms has completed the acquisition of Rhodium assets at its Rockdale Facility for $185 million. The deal includes $129.9 million in cash, $6.1 million in returned power security deposit, and $49 million in Riot common stock (6,989,800 shares at $7.01 per share).

Key highlights:

• Terminates unprofitable legacy hosting contracts with Rhodium that generated ~$15 million loss in FY 2024
• Riot gains 125 MW of power capacity at Rockdale Facility
• Acquires all Rhodium's tangible property, including ASIC miners
• Both parties agree to dismiss all existing litigation

The transaction marks a strategic milestone for Riot, ending a loss-making contract inherited through the Whinstone acquisition. The entire Rockdale Facility power capacity is now dedicated to Riot and its subsidiaries.

Positive

• Elimination of unprofitable legacy hosting contracts that generated $15M loss in FY 2024
• Acquisition of 125 MW additional power capacity at Rockdale Facility
• Gained ownership of ASIC miners and tangible property from Rhodium
• Resolution of litigation and future claims with Rhodium
• Full control of Rockdale Facility power capacity

Negative

• $185M total acquisition cost, including $129.9M cash outlay
• Share dilution through issuance of 6.99M new shares at $7.01 per share

Insights

Financial Analyst

Riot eliminates $15M annual losses, adds 125MW capacity, and resolves litigation through strategic $185M asset acquisition.

Riot Platforms' $185 million acquisition of Rhodium's assets represents a strategic financial decision to eliminate an unprofitable legacy contract. The transaction immediately terminates hosting contracts that generated approximately $15 million in gross losses during FY 2024, with 5 years and 9 months remaining on these agreements. This suggests potential cost savings of roughly $86.25 million over the contract's remaining life (not accounting for time value of money).

The transaction structure is notable: $129.9 million (70.2%) in cash, $6.1 million (3.3%) return of security deposit, and $49 million (26.5%) in stock (6,989,800 shares at $7.01 per share). This allocation preserves some cash while creating modest share dilution.

Beyond eliminating losses, Riot gains tangible benefits: 125 MW of power capacity and ASIC mining equipment. However, the press release doesn't specify the acquired miners' hash rate or efficiency, making it difficult to assess their direct contribution to revenue.

The settlement of litigation represents another financial positive, eliminating legal expenses and management distraction. This transaction simplifies Riot's operations by consolidating full control of the Rockdale Facility's power capacity, creating operational efficiencies and strategic flexibility as the company evaluates "the best use of this additional capacity."

Cryptocurrency Mining Expert

Riot secures 100% control of Rockdale Facility, eliminates hosting losses, and acquires mining infrastructure in strategic consolidation.

Riot's acquisition of Rhodium's assets represents a significant operational consolidation for this vertically integrated Bitcoin miner. By assuming 125 MW of power capacity, Riot now controls 100% of the Rockdale Facility's electrical infrastructure - a crucial competitive advantage in the mining industry where power access remains a primary constraint. This complete facility control allows Riot to optimize power usage across its entire operation without accommodating third-party requirements.

The acquisition includes all of Rhodium's ASIC miners, though the press release doesn't specify their quantity, models, or hash rate contribution. However, these represent immediately operational assets that require no deployment time, unlike new miner purchases that typically face lead times.

This transaction follows the industry trend of consolidation among publicly traded miners who are leveraging stronger balance sheets to acquire assets from distressed or less efficient operators. By terminating the legacy hosting contracts, Riot eliminates the operational complexity of supporting external clients while focusing exclusively on self-mining - a strategy that typically yields higher margins when executed effectively.

CEO Jason Les's statement that Riot "will evaluate the best use of this additional capacity" suggests potential for both deploying additional miners or optimizing existing operations. This flexibility is valuable in the dynamic Bitcoin mining landscape, particularly with the recent halving event that reduced block rewards.

• Acquisition immediately terminates unprofitable legacy hosting contracts with Rhodium
• Riot assumes Rhodium's 125 MW of power capacity and existing operating assets at the Rockdale Facility
• 100% of the Rockdale Facility power capacity now dedicated to Riot Platforms and its subsidiaries

CASTLE ROCK, Colo., April 28, 2025 /PRNewswire/ -- Riot Platforms, Inc. (NASDAQ: RIOT) ("Riot" or "the Company"), an industry leader in vertically integrated Bitcoin mining, is pleased to announce that Whinstone US, Inc. ("Whinstone"), a wholly-owned subsidiary of Riot, has acquired specific assets owned by Rhodium Encore LLC (together with its affiliates, "Rhodium") at Riot's Rockdale Facility (the "Transaction") for a total consideration at closing of $185.0 million. The Transaction consideration was comprised of (i) $129.9 million in cash, (ii) $6.1 million return of Rhodium's power security deposit, and (iii) $49.0 million in Riot common stock.

The Transaction terminates the legacy hosting contracts with Rhodium, which generated a gross loss of approximately $15 million in FY 2024, and had a remaining term of 5 years and 9 months as of March 31, 2025. After the three-day vacating period, Riot will assume Rhodium's 125 MW of power capacity at the Rockdale Facility, resulting in the entire Rockdale Facility power capacity now being utilized by Riot and its subsidiaries. In addition, Riot has acquired ownership of all tangible Rhodium property located at the Rockdale Facility, including all ASIC miners. The Company will evaluate the best use of this additional capacity to maximize shareholder value. Each of Whinstone and Rhodium have also agreed to dismiss all existing litigation, including any appeals, and release any and all future claims not connected to the closing of the Transaction.

"The Transaction marks a significant milestone for Riot as it ends this legacy loss-making contract inherited through the acquisition of Whinstone, expands our available power capacity, adds additional currently operating hash rate, and will lead to reduced related litigation expenses going forward," said Jason Les, CEO of Riot.

Transaction Details

Total Transaction consideration equaled $185.0 million, consisting of $129.9 million in cash, $6.1 million of Rhodium's power security deposit returned, and 6,989,800 shares of Riot's common stock issued at $7.01 per share (based on the 10-trading-day volume-weighted average price of Riot shares as of the market close on April 25, 2025).

About Riot Platforms, Inc.

Riot's (NASDAQ: RIOT) vision is to be the world's leading Bitcoin-driven infrastructure platform.

Our mission is to positively impact the sectors, networks and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has Bitcoin mining operations in central Texas and Kentucky, and electrical switchgear engineering and fabrication operations in Denver, Colorado and Houston, Texas.

For more information, visit www.riotplatforms.com.

Cautionary Statement Concerning Forward-Looking Statements

Statements in this press release that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "believes," "plans," "expects," "intends," "will," "potential," "hope," similar expressions and their negatives are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements relating to the Company's development at its Rockdale Facility , successful integration of the property acquired in the Transaction by the Company, and the Company's competitive position, economic environment, potential growth opportunities, plans, projections, objectives, expectations, and intentions about future events and trends that it believes may affect the Company's financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation: the financial benefits and operational risks associated with the Transaction and whether the Company will be able to integrate and realize the benefits of the Transaction; the Company's ability to realize benefits from its implementation of new strategies into its business, possible or assumed Bitcoin production performance; the risk of stockholder litigation and any other legal proceedings relating to the Transaction, including resulting expense; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock; or the failure of the Company to otherwise realize anticipated efficiencies and strategic and financial benefits from our business strategies. Detailed information regarding the factors identified by the Company's management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including the risks, uncertainties and other factors discussed under the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC's website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

Investor Contact	Media Contact
Phil McPherson	Alexis Brock
303-794-2000 ext. 110	PR@Riot.Inc
IR@Riot.Inc

 

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SOURCE Riot Platforms, Inc.

FAQ

How much did RIOT pay for Rhodium's assets at Rockdale Facility in 2025?

RIOT paid a total of $185 million for Rhodium's assets, consisting of $129.9 million in cash, $6.1 million returned power security deposit, and $49 million in RIOT common stock (6,989,800 shares at $7.01 per share).

What power capacity did RIOT gain from the Rhodium acquisition?

RIOT gained 125 MW of power capacity from the Rhodium acquisition, giving RIOT and its subsidiaries 100% control of the Rockdale Facility's power capacity.

How will the Rhodium acquisition affect RIOT's profitability?

The acquisition eliminates unprofitable legacy hosting contracts that generated approximately $15 million in gross losses in FY 2024, reduces litigation expenses, and adds operating hash rate to RIOT's operations.

What assets did RIOT acquire from Rhodium at the Rockdale Facility?

RIOT acquired Rhodium's 125 MW power capacity, all ASIC miners, and all tangible Rhodium property located at the Rockdale Facility.

How many RIOT shares were issued for the Rhodium acquisition?

RIOT issued 6,989,800 shares of common stock at $7.01 per share, valued at $49 million, as part of the acquisition payment.