Vulcan Infrastructure & Power Inc.: Form 10-Q for the period ended Jun 30, 2025

The following discussion should be read together with the audited financial statements and the related notes thereto of Greenidge Generation Holdings Inc., together with its consolidated subsidiaries (“Greenidge” or the “Company”) for the years ended December 31, 2024 and 2023 included in our Annual Report on Form 10-K and the unaudited interim financial statements and related notes thereto of the Company for the three and six months ended June 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains certain forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” disclosed in Item 1A to Part I of Greenidge’s Annual Report on Form 10-K for the year ended December 31, 2024 and in this Quarterly Report on Form 10-Q, and “Cautionary Statement Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. For purposes of this section, “Greenidge,“ “the Company,” “we,” “us” and “our” refer to Greenidge Generation Holdings Inc. together with its consolidated subsidiaries. You should carefully read “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

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. We are focused on utilizing our power generation and datacenter operation expertise to connect datacenter power demand with stranded electrical assets through the identification and development of new datacenter sites.

We own cryptocurrency datacenter operations in Torrey, New York (the “New York Facility”) and Columbia, Mississippi (the “Mississippi Facility”), and lease property for purposes of operating a cryptocurrency datacenter in Underwood, North Dakota (the “North Dakota Facility”). The New York Facility is a vertically integrated cryptocurrency datacenter and power generation facility with an approximately 106 megawatt (“MW”) nameplate capacity, natural gas power generation facility.

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 believe our competitive advantages include efficiently designed mining infrastructure and in-house operational expertise that we believe is capable of maintaining a higher operational uptime of miners. 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.

Our datacenter operations consist of approximately 28,500 miners with approximately 3.2 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 10,300 miners, or 1.4 EH/s is associated with our cryptocurrency mining.

Recent Developments

Highlights from the three months ended June 30, 2025 and subsequent events through the date of this filing:

• The Company has extinguished approximately 38.2% of the original $72,200,000 aggregate principal amount of its 8.50% Senior Notes due October 2026 (the “Senior Notes”), totaling $27,611,200 in principal amount (or 1,104,448 Senior Notes, each with a $25 principal value), for either cash or shares of the Company’s Class A common stock, in the aggregate, from October 24, 2024 through the date of this filing. On July 21, 2025, pursuant to the Company’s separate concurrent offers to purchase for cash, or issue a new series of 10.00% Senior Due due 2030 (each with a $11 principal value) (collectively, the “New Notes”) in exchange for, its Senior Notes (such transaction, the “Tender/Exchange Offer”), the Company announced that in connection with the Tender/Exchange Offer it had purchased $8.9 million in aggregate principal amount of the Senior Notes for a total of $3.2 million in cash and exchanged $4.8 million in aggregate principal amount of the Senior Notes for $2.2 million in aggregate principal amount of the New Notes. Following the conclusion of the Tender/Exchange Offer, the Company had $44.6 million in aggregate principal amount of Senior Notes outstanding and $2.2 million in aggregate principal amount of New Notes outstanding. See Note 5, “Debt” and Note 9, “Stockholders’ Deficit,” in the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
• On August 1, 2025, Greenidge Mississippi LLC, a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “APA”) to sell certain assets comprising the Mississippi Facility, excluding any bitcoin

miners and the adjoining 5.6 acre tract of land with over 73,000 square feet of industrial warehouse space, to US Digital Mining Mississippi LLC, a wholly owned subsidiary of LM Funding America, Inc. (collectively, the “Buyer”), for a purchase price of $3.9 million in cash. The transaction is expected to close on or before September 16, 2025 (such date, the “APA Closing Date”), subject to the satisfaction of customary closing conditions. Pursuant to the terms of the APA, one (1) business day following the execution of the APA, the Buyer was required to deposit into escrow $0.2 million as an earnest money deposit, which is refundable at the Buyer’s discretion during the due diligence period. The due diligence period expires five business days prior to the APA Closing Date. The APA includes customary representations, warranties, and conditions, as well as mutual indemnification obligations for the parties. The Company continues to evaluate potential uses for the retained industrial warehouse space, including a possible sale.

• On August 11, 2025, we announced the appointment of Charles M. Zeynel to our Board of Directors, effective August 11, 2025. Mr. Zeynel is an accomplished senior executive with over four decades of global leadership experience including his service at the helm of the Zag Group, a leading provider of sustainable materials to the global construction industry. His expertise in sustainable materials, carbon removal technologies and M&A will be invaluable to the Company, including in its evaluation of potential beneficial uses for its legacy coal ash deposits.
• On June 3, 2025, we received written notice from the Nasdaq listing qualifications department notifying us that the staff has determined that for the 10 consecutive business days preceding June 3, 2025, the closing bid price of our Class A common stock had been at $1.00 per share or greater. Accordingly, we have regained compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Global Select Market, and the staff indicated that the matter opened by Nasdaq’s letter, dated April 9, 2025, was closed. In addition, on July 21, 2025, we received written notice from the Nasdaq listing qualifications department notifying us that the staff has determined that for the 12 consecutive business days preceding July 21, 2025, the minimum value of our publicly held securities (“MVPHS”) had been $15,000,000 or greater. Accordingly, we have regained compliance with Nasdaq’s minimum MVPHS requirement for continued listing on The Nasdaq Global Select Market, and the staff indicated that the matter opened by Nasdaq’s letter, dated March 26, 2025, was closed.
• During the three months ended June 30, 2025, we did not issue any shares of our Class A common stock under the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC (See Note 9, “Stockholders’ Deficit - Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC”). As of the filing date, we do not plan to sell any shares of our Class A common stock pursuant to the Common Stock Purchase Agreement; however, there can be no assurance that we will not do so at, above or below prevailing market prices for our shares of Class A common stock as of the date of filing.

Results from Operations - Three Months Ended June 30, 2025

The following table (in thousands) sets forth key components of our results from operations and should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the three months ended June 30, 2025 versus the three months ended June 30, 2024, unless otherwise specified.

(a) Metrics under Other Financial Data are non-GAAP performance measures. 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 (“MD&A”).

Key Metrics

The following table provides a summary of key metrics related to the three months ended June 30, 2025 and 2024.

$ in thousands, except $ per MWh and average bitcoin price

30

Revenue

During the three months ended June 30, 2025 Greenidge increased power and capacity MWhs due to favorable power and capacity economics, while reducing MWhs dedicated to datacenter hosting. At June 30, 2025, Greenidge datacenter operations consisted of approximately 28,500 miners with approximately 3.2 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 18,200 miners, or 1.8 EH/s, were associated with datacenter hosting and 10,300 miners, or 1.4 EH/s, were associated with Greenidge’s cryptocurrency mining.

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. Our cryptocurrency mining revenue decreased $0.5 million, or 11%, to $4.2 million.

We estimate that approximately 41% of the decrease was due to increases in the global bitcoin mining difficulty factor and the bitcoin halving that occurred in April 2024, which was partially offset by 30% due to the increase in the average price of bitcoin. Bitcoin mining difficulty was 45% higher compared to the prior year due to increases in the difficulty index associated with the complexity of the algorithmic solution required to create a block and receive a bitcoin award, and the average bitcoin price was 50% higher than the prior year.

The miners associated with Greenidge’s cryptocurrency mining were comprised as follows:

As of June 30, 2025, our fleet of miners ranged in age from 0.2 to 3.8 years and had an average age of approximately 2.4 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to time replace a miner with a substitute miner in order to minimize overall fleet downtime. As of June 30, 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 23.7 J/TH.

The table below presents the average cost of mining each bitcoin for the three months ended June 30, 2025 and 2024:

(1) Computed as cost of revenue of cryptocurrency mining divided by number of bitcoins produced from cryptocurrency mining.

(2) Computed as cryptocurrency mining revenue divided by number of bitcoins produced from cryptocurrency mining.

Datacenter hosting revenue

Under the hosting services agreement and related orders with affiliates of NYDIG ABL LLC (collectively as in effect from time to time, the “NYDIG Hosting Agreement”), we generate revenue from a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee and a gross profit-sharing arrangement. The arrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $6.0 million for the three months ended June 30, 2025 and $6.8 million for the three months ended June 30, 2024. This decrease of $0.8 million was due to a 45% increase in average difficulty, a 3% decrease in hosting MWhs, as well as a decrease in bitcoin rewards due to the bitcoin halving in April 2024, partially offset by a 50% increase in the average price of bitcoin. We managed approximately 1.4 EH/s of average active hash rate in our hosting services, of which produced approximately 67 bitcoins.

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 New York Independent System Operator (“NYISO”). Through these sales, we earn revenue in three streams, including: (1) power revenue received based on the hourly price of power; (2) capacity revenue for committing to sell power to the NYISO when dispatched; and (3) other ancillary service revenue received as compensation for the provision of operating reserves. Our power and capacity revenue increased $1.1 million, or 74%, to $2.6 million during the three months ended June 30, 2025. 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 24% and 50%, respectively.

Cost of revenue (exclusive of depreciation)

$ in thousands

Total cost of revenue, exclusive of depreciation, increased $2.5 million, or 27%, to $11.9 million during the three months ended June 30, 2025 as compared to the prior year period. We estimate the increase is comprised of approximately 18% due to higher natural gas costs, 7% due to higher emissions expense due to higher RGGI prices, 6% due to higher electricity costs outside of our New York Facility, and 3% due to increase in other costs. This was partially offset by approximately 9% due to a decrease in cryptocurrency mining hosting fees upon termination of the hosting agreements in Q2 2024.

Our New York Facility allocates its cost of revenue between datacenter hosting, cryptocurrency mining and power and capacity based on their respective MWh consumption on a pro rata basis.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $1.1 million, or 27%, to $3.1 million for the three months ended June 30, 2025 as compared to the prior year period. The main drivers of the decrease in selling, general and administrative expenses were:

• Total insurance expense decreased approximately $0.6 million in the second quarter of 2025 compared to the prior year period, as a result of a decline in coverage costs related to umbrella, property, and liability policies due to a lower asset base;
• Decrease of approximately $0.2 million due to reductions in professional fees and consulting expenses caused by reductions in discretionary costs;
• Decrease of approximately $0.2 million due to less environmental remediation expenses incurred in the second quarter of 2025 compared to the prior year period; and
• Decrease of approximately $0.1 million due to reductions in other various expenses in the second quarter of 2025 compared to the prior year period.

Depreciation

Depreciation expense decreased $0.1 million, or 3%, to $3.2 million for the three months ended June 30, 2025 as compared to the prior year period, due to a lower depreciable asset base at the end of the period.

Loss (gain) on digital assets

We recognized a gain on digital assets of $2.1 million for the three months ended June 30, 2025 as a result of an increase in the closing price of bitcoin during the three months ended June 30, 2025, of which $1.6 million of which was an unrealized gain on bitcoin held in treasury and $0.5 million of which was a realized gain on sale of bitcoin during the quarter. There was a $0.01 million loss on digital assets during the three months ended June 30, 2024.

Loss (gain) on sale of assets

We recognized a loss on the sale of assets of $0.2 million for the three months ended June 30, 2025 as a result of selling long-lived assets. There was a gain of $0.03 million on the sale of assets for the three months ended June 30, 2024.

Operating loss from operations

As a result of the factors described above, we reported an operating loss for the three months ended June 30, 2025 of $3.4 million as compared to an operating loss of $3.8 million in the three months ended June 30, 2024.

Total other expense, net

During the three months ended June 30, 2025, total other expense, net decreased by $1.0 million, or 58%, to $0.8 million of other expense due to a decrease in non-cash amortization of the bond premium recorded as part of the privately negotiated exchange agreements of approximately $1.0 million.

Benefit from income taxes

Our effective tax rate for the three months ended June 30, 2025 and 2024 was a benefit of 1% and an expense of 0%, respectively, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets, as well as receiving refunds during 2025 in connection with prior tax periods. 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.

Net loss from operations

As a result of the factors described above, we incurred a net loss of $4.1 million for the three months ended June 30, 2025 as compared to a net loss of $5.6 million for the three months ended June 30, 2024.

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. 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. These results should be considered in addition to, not as a substitute for, results reported in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”).

EBITDA (loss) and Adjusted EBITDA (loss)

“EBITDA” is defined as earnings from operations before taxes, interest, and depreciation and amortization. “Adjusted EBITDA from operations” is defined as EBITDA from operations adjusted for stock-based compensation and other special items determined by management, including, but not limited to loss on sale of assets, change in fair value of warrant asset and impairment of long-lived assets as they are not indicative of business operations. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. 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. 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. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.

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. You should review the reconciliation of net loss (income) to EBITDA (loss) 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 Unaudited Condensed Consolidated Statements of Operations in our Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

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. Cost of revenue (excluding depreciation) per MWh represents a measure of the cost of natural gas, emissions credits, payroll and benefits and other direct production costs associated with the MWhs produced to generate the respective revenue category for each MWh utilized. Depreciation expense is excluded from the cost of revenue (exclusive of depreciation) per MWh metric; therefore, not all cost of revenues for datacenter hosting, cryptocurrency mining and power and capacity are fully reflected. To the extent any other cryptocurrency datacenters are public or may go public, the cost of revenue (exclusive of depreciation) per MWh metric may not be comparable because some competitors may include depreciation in their cost of revenue figures.

Results from Operations - Six Months Ended June 30, 2025

The following table (in thousands) sets forth key components of our results from operations and should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the six months ended June 30, 2025 versus the six months ended June 30, 2024, unless otherwise specified.

(a) Adjusted Amounts and Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the “Non-GAAP Measures and Reconciliations” section of this MD&A.

Key Metrics

The following table provides a summary of key metrics related to the six months ended June 30, 2025 and 2024.

$ in thousands, except $ per MWh and average bitcoin price

36

Revenue

During the six months ended June 30, 2025, Greenidge increased power and capacity MWhs due to favorable power and capacity economics, while reducing MWhs dedicated to hosting services. At June 30, 2025, Greenidge datacenter operations consisted of approximately 28,500 miners with approximately 3.2 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 10,300 miners, or 1.4 EH/s, is associated with Greenidge’s cryptocurrency mining.

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 ASICs owned or leased by us. Our cryptocurrency mining revenue decreased $3.3 million, or 28%, to $8.5 million. We estimate that approximately 55% of the decrease was due to the increase in the global bitcoin mining difficulty factor and the bitcoin halving that occurred in April 2024, which was partially offset by 27% due to the increase in the average price of bitcoin. Bitcoin mining difficulty was 44% higher compared to the prior year due to increases in the difficulty index associated with the complexity of the algorithmic solution required to create a block and receive a bitcoin award, the average bitcoin price was 62% higher and our average hash rate increased 15%, primarily attributable to the addition of more efficient miners to our fleet.

The miners associated with Greenidge’s cryptocurrency mining were comprised as follows:

As of June 30, 2025, our fleet of miners ranged in age from 0.2 to 3.8 years and had an average age of approximately 2.4 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to time replace a miner with a substitute miner in order to minimize overall fleet downtime. As of June 30, 2025, our fleet of miners ranged in efficiency from approximately 15.0 to 34.0 J/TH and had an average efficiency of 23.7 J/TH.

The table below presents the average cost of mining each bitcoin for the six months ended June 30, 2025:

Datacenter hosting revenue

Under the NYDIG Hosting Agreement, we generate revenue from a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee and a gross profit-sharing arrangement. The arrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $11.9 million for the six months ended June 30, 2025 and $16.1 million for the six months ended June 30, 2024. This decrease of $4.2 million was due to a 44% increase in average difficulty, a 14% decrease in hosting MWhs due to the shift to more power and capacity volumes primarily in Q1 2025, as well as a decrease in bitcoin rewards due to the bitcoin halving in April 2024, partially offset by a 62% increase in the average price of bitcoin. We managed approximately 1.4 EH/s of average active hash rate in our hosting services, of which produced approximately 134 bitcoins.

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. Through these sales, we earn revenue in three streams, including: (1) power revenue received based on the hourly price of power; (2) capacity revenue for committing to sell power to the NYISO when dispatched; and (3) other ancillary service revenue received as compensation for the provision of operating reserves.

Our power and capacity revenue increased $7.3 million, or 160%, to $11.8 million during the six months ended June 30, 2025. We estimate higher average power and capacity prices and higher power and capacity sales volume caused revenue increases of approximately 50% and 110%, respectively, as compared to the prior period.

Cost of revenue (exclusive of depreciation)

$ in thousands

Total cost of revenue, exclusive of depreciation, increased $5.2 million, or 24%, to $26.8 million during the six months ended June 30, 2025 as compared to the prior year period. We estimate the increase is comprised of approximately 38% due to higher natural gas costs as well as an 8% increase due to higher electricity costs compared to the prior period. This was partially offset by 20% due to the reduction in monthly hosting fees paid to third parties for hosting Company-owned miners.

The New York Facility allocates its cost of revenue between datacenter hosting, cryptocurrency mining and power and capacity based on their respective MWh consumption on a pro rata basis.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $3.8 million, or 39%, to $5.9 million for the six months ended June 30, 2025 as compared to the prior year period. The main drivers of the decrease in selling, general and administrative expenses were:

• Total insurance expense decreased approximately $1.4 million in the six months ended June 30, 2025 compared to the prior year period, as a result of declines in coverage costs related to umbrella, property, and liability policies due to a lower asset base;
• Decrease of approximately $0.9 million due to reductions in professional fees and consulting expenses caused by reductions in discretionary costs and higher regulatory costs in the prior year period associated with permit renewals and environmental matters at the New York Facility;
• Total payroll and benefits and stock compensation decreased approximately $0.3 million and $0.5 million, respectively, in the six months ended June 30, 2025 compared to the prior year period, as a result of declines in employee expenses related to the corporate overhead cost as well as a decrease in incentive compensation; and
• Decrease of approximately $0.4 million due to allocation of property taxes to cost of sales in 2025.

Depreciation

Depreciation expense decreased $0.2 million, or 3%, to $6.3 million for the six months ended June 30, 2025 as compared to the prior year period, due to a lower asset base.

Gain on digital assets

We recognized a gain on digital assets of $1.1 million for the six months ended June 30, 2025 as a result of an increase in the price of bitcoin during the six months ended June 30, 2025, which comprised a $0.4 million unrealized gain on digital assets held in treasury and a $0.7 million realized gain on sales of bitcoin during the year. There was a $0.1 million unrealized loss on digital assets and a $0.1 million realized gain on sales of bitcoin during the six months ended June 30, 2024.

Loss (gain) on sale of assets

We recognized a loss on the sale of assets of $0.4 million for the six months ended June 30, 2025, which was primarily as a result of selling long-lived assets. During the six months ended June 30, 2024, we recognized a $0.03 million gain on the sale of assets.

Operating (loss) income from operations

As a result of the factors described above, we reported an operating loss for the six months ended June 30, 2025 of $5.8 million compared with an operating loss of $5.5 million in the six months ended June 30, 2024.

Total other expense, net

During the six months ended June 30, 2025, the Company incurred a decrease of $0.1 million, or 2%, to $3.9 million of other expense, mainly due to a decrease in the change in fair value of warrant asset of $0.4 million partially offset by a loss on liquidation of a foreign subsidiary of $0.3 million, as well as an increase in interest expense of $1.3 million for payments made to a related party in connection with the Equity Interest Payment Agreement offset by decreases of $1.3 million of non-cash amortization of the bond premium recorded as part of the debt exchange.

Benefit from income taxes

Our effective tax rate for the six months ended June 30, 2025 and 2024 was 0% and 0%, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets. 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.

Net loss

As a result of the factors described above, Greenidge incurred a net loss of $9.7 million for the six months ended June 30, 2025 as compared to a net loss of $9.5 million for the six months ended June 30, 2024.

Non-GAAP Measures and Reconciliations

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. Cost of revenue (excluding depreciation) per MWh represents a measure of the cost of natural gas, emissions credits, payroll and benefits and other direct production costs associated with the MWhs produced to generate the respective revenue category for each MWh utilized. Depreciation expense is excluded from the cost of revenue (exclusive of depreciation) per MWh metric; therefore, not all cost of revenues for datacenter hosting, cryptocurrency mining and power and capacity are fully reflected. To the extent any other cryptocurrency datacenters are public or may go public, the cost of revenue (exclusive of depreciation) per MWh metric may not be comparable because some competitors may include depreciation in their cost of revenue figures.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $3.4 million and digital assets of $7.3 million. To date, we have primarily relied on debt and equity financing to fund our operations, including meeting ongoing working capital needs.

We believe our existing cash and cash equivalents, together with digital assets, cash generated from operations and the proceeds from the sale of the Mississippi Facility or South Carolina Facility, will be sufficient to fund our operations and satisfy our current obligations through the next 12 months. However, our projected operating cash flows are not sufficient in the long term to meet our existing long-term debt obligations, specifically our obligations relating to the Senior Notes, which mature on October 31, 2026, and will only be sufficient to fund operations and current operations if bitcoin mining economics remain at or above current levels.

On November 27, 2024, we entered into a definitive agreement to sell the South Carolina Land for $12.1 million in cash and an 8% profit participation interest in the property’s planned data center. We have agreed with the buyer to extend the date for closing until a date no later than August 25, 2025. On August 1, 2025, we entered into the APA to sell the Mississippi facility for $3.9 million, with a planned closing date of on or before September 16, 2025 (See Note 17, “Subsequent Events”).

During the six months ended June 30, 2025, we entered into privately negotiated exchange agreements, pursuant to which we issued an aggregate of 1,242,456 shares of our Class A common stock and paid $2.6 million in cash in exchange for $10.3 million in aggregate principal amount of the Senior Notes.

In addition, on July 21, 2025, we announced the expiration and final results of the Tender/Exchange Offer to purchase for cash, or issue a new series of 10.00% Senior Notes due 2030 (collectively, the “New Notes”) in exchange for, its Senior Notes, pursuant to which we purchased $8.9 million in aggregate principal amount of the Senior Notes for a total of $3.2 million in cash and exchanged $4.8 million in aggregate principal amount of the Senior Notes for $2.2 million in aggregate principal amount of the New Notes. Following the conclusion of the Tender/Exchange Offer, we had

$44.6 million in aggregate principal amount of Senior Notes outstanding and $2.2 million in aggregate principal amount of New Notes outstanding.

We are considering various items to continue addressing the long-term debt obligations, including the retirement or purchase of our outstanding debt through cash purchases and/or exchanges for equity or other debt, which may be conducted in open-market purchases, privately negotiated transactions or other transactions. 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, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material and to the extent equity is used, dilutive.

Our operating cash flows are highly dependent on bitcoin mining economics commonly measured by hashprice. 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. Depending on our assumptions regarding the bitcoin hashprice and energy price inputs, the estimates of the amounts of required liquidity vary significantly. 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. The Company’s forecast also anticipates proceeds from the Mississippi Facility and the South Carolina Land classified as held for sale and any inability to close on either of those asset sales will further adversely impact the Company’s liquidity projections. 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 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.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and other commitments at June 30, 2025, and the years in which these obligations are due:

$ in thousands

The debt payments included in the table above include the principal and interest amounts due. The lease payments include fixed monthly rental payments and exclude any variable payments. Self-mining capacity obligation is based on minimum power usage required at t North Dakota Facility. Environmental obligations are based on estimates subject to various assumptions including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits. 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 six months ended June 30, 2025 and 2024.

$ in thousands

Operating Activities

Net cash used for operating activities was $10.5 million for the six months ended June 30, 2025, as compared to net cash used of $6.5 million for the six months ended June 30, 2024. The variance in the operating cash flow during the first six months of 2025 as compared to 2024 was driven primarily by funding a trust for environmental obligations and the purchase of additional Regional Greenhouse Gas Initiative (“RGGI”) credits during the six months ended June 30, 2024, which was required to settle the accrued emissions liability for the three-year control period ended December 31, 2023. Non-cash adjustments included stock-based compensation, a gain on digital assets due to fluctuations in the price of bitcoin, and a gain on insurance proceeds. This was partially offset by a less favorable net loss and us retaining bitcoin in connection with our bitcoin self-mining retention strategy.

Investing Activities

Net cash provided by investing activities was $7.9 million for the six months ended June 30, 2025, as compared to net cash used for investing activities of $3.6 million for the six months ended June 30, 2024. The variance was primarily related to an increase in proceeds from the sale of bitcoin coin of $9.1 million, an increase in proceeds from the sale of long-lived assets of $0.3 million, insurance proceeds received of $0.4 million on miners damaged as a result of a severe weather event and a decrease in purchase of and deposits for property and equipment of $1.6 million.

Financing Activities

There was $2.6 million net cash used for financing activities for the six months ended June 30, 2025, as compared to $7.0 million provided by financing activities for the six months ended June 30, 2024. The variance was a result of making principal payments on debt of $2.6 million and not engaging in any financing activities that resulted in cash inflows during the six months ended June 30, 2025.

Financing Arrangements

See Note 5, “Debt,” and Note 9, “Stockholders’ Deficit” in the Notes to our Unaudited Condensed Consolidated Financial Statements for details regarding our financing arrangements for further details regarding our financing arrangements.

Critical Accounting Policies and Estimates

The most significant accounting estimates involve a high degree of judgment or complexity. Management believes the estimates and judgments most critical to the preparation of our condensed consolidated financial statements and to the understanding of our reported financial results include those made in connection with our environmental obligations. There were no adjustments to the environmental liabilities for the six months ended June 30, 2025. Management evaluates its policies and assumptions on an ongoing basis.

Our significant accounting policies related to these accounts in the preparation of our condensed consolidated financial statements are described in Note 2, “Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024. As described in Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 herein, there have been no material changes to our significant accounting policies for the six months ended June 30, 2025.

Off-Balance Sheet Arrangements

None.

Emerging Growth Company Status

We qualify as an “emerging growth company” under the Jumpstart our Business Startups Act (“JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. 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 Section 404(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.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Its financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years (which will expire in 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 that are 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.

Our management, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2025, that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this Quarterly Report on Form 10-Q has been recorded, processed, summarized and reported when required and the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have not been any changes in our internal control over financial reporting that occurred during the six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In evaluating our company and our business, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K together with updates to those risk factors or new risk factors contained in this Quarterly Report on Form 10-Q below and any other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our common stock could decline. Unless otherwise indicated, reference in this section and elsewhere in this Quarterly Report on Form 10-Q to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue and our future prospects. The material and other risks and uncertainties included in our Annual Report on Form 10-K, summarized above in this Quarterly Report on Form 10-Q and described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Quarterly Report on Form 10-Q 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”.

Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. There have been no material changes to the risk factors identified in our most recent Annual Report on Form 10-K, other than as set forth below.

Because our current projected operating cash flows are not sufficient in the long term to meet our existing long-term debt obligations, an investment in our common stock is highly speculative. Holders of our common stock could suffer a total loss of their investment.

The ability to meet our existing long-term debt obligations is dependent upon generating profitable operations, obtaining necessary financing to meet our obligations, repaying our liabilities when they come due and/or successfully executing on our debt restructuring efforts. Our operating cash flows are affected by several factors including the price of bitcoin and cost of electricity and natural gas and emissions credits. During the years ended December 31, 2023 and 2024, we took certain actions to improve our liquidity, including the settlement of our debt with NYDIG, selling the South Carolina Facility, entering into a definitive agreement to sell the remaining 152 acres in South Carolina to Data Journey, completing an equity financing with Armistice, and executing certain privately negotiated debt-for-equity exchange agreements. See “Business—Corporate History and Structure,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2024. During the six months ended June 30, 2025, we took additional actions to improve our liquidity, including executing certain privately negotiated debt-for-equity exchange agreements and completing the Tender/Exchange Offer. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in this Quarterly Report on Form 10-Q.

Depending on our assumptions regarding the timing of and our ability to achieve more normalized levels of operating revenue, the estimated amount of required liquidity will vary significantly. Similarly, while bitcoin prices have risen in the fourth quarter of 2024 and remain relatively high as of the second quarter of 2025, we cannot predict if bitcoin prices will continue to rise or remain at recent levels, or volatility in energy costs. While we continue to work to implement the options to improve liquidity, we can provide no assurance that these efforts will be successful. Our ability to successfully implement these options could be negatively impacted by items outside of our control, in particular, significant decreases in the price of bitcoin, regulatory changes concerning cryptocurrency, ongoing adjudicatory proceedings with respect to the New York Facility’s Title V Air Permit, increases in energy costs or other macroeconomic conditions. There is uncertainty regarding our financial condition in the long term if we are not able to increase our current projected operating cash flows sufficiently.

Our Class A common stock has recently been subject to Nasdaq delisting proceedings. While we have regained compliance with Nasdaq’s listing requirements, there can be no assurance that our Class A common stock will not be subject to delisting proceedings in the future. The delisting of our shares could negatively affect us and the price and liquidity of our Class A common stock.

Compliance with certain Nasdaq listing requirements depends upon the price of our Class A common stock, which may be impacted by market factors not within our control. 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.

On March 26, 2025, we received a letter from the Nasdaq listing qualifications department notifying us that for the prior 30 consecutive business days, our MVPHS had been below the listing requirement of $15 million. On July 21, 2025, we received written notice from Nasdaq notifying us that the staff had determined that for the 12 consecutive business days preceding July 21, 2025, the MVPHS had been $15,000,000 or greater. Accordingly, we regained compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Global Select Market, and the staff indicated that the matter was closed.

On April 9, 2025, we received a letter from the Nasdaq listing qualifications department notifying us that for the prior 30 consecutive business days, the bid price for our Class A common stock had closed below the listing requirement of $1.00 per share. On June 3, 2025, we received written notice from the Nasdaq listing qualifications department notifying us that the staff determined that for the 10 consecutive business days preceding June 3, 2025, the closing bid price of our Class A common stock had been at $1.00 per share or greater. Accordingly, we regained compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Global Select Market, and the staff indicated that the matter was closed.

Notwithstanding the foregoing, if our Class A common stock were to be delisted from Nasdaq and we are not able to list our Class A common stock on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including, among other things: decreasing availability of market quotations for our Class A common stock; resulting in a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; reducing the liquidity and market price of our Class A common stock; reducing the number of investors willing to hold or acquire our Class A common stock, which could negatively impact our ability to raise equity financing; limiting our ability to issue additional securities or obtain additional financing in the future; decreasing the amount of news and analyst coverage of us; and causing us reputational harm with investors, our employees, and parties conducting business with us.

We may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, and the incurrence of additional indebtedness, including the issuance of our New Notes, increases the risks we face in meeting our debt obligations.

As of June 30, 2025, prior to the conclusion of our Tender/Exchange Offer on July 21, 2025, we had $58.3 million of the Senior Notes outstanding, all of which was unsecured. In connection with the Tender/Exchange Offer, we issued New Notes in an aggregate principal amount of $2.2 million, all of which is also unsecured. Following the completion of the Tender/Exchange Offer, we had $44.6 million in aggregate principal amount of Senior Notes outstanding and $2.2 million in aggregate principal amount of New Notes outstanding. 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. The indentures for the Senior Notes and the New Notes do not limit the amount of indebtedness that we or our subsidiaries may issue. As a result, we and our subsidiaries may be able to incur significant additional indebtedness, which would increase the risks associated with our debt obligations and could impair our ability to meet the repayment obligations under both the Senior Notes and the New Notes. 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 and the New Notes.

An active trading market for our New Notes may not be sustained, which could limit the market price of the New Notes or your ability to sell them.

On July 21, 2025, we issued $2.2 million in aggregate principal amount of New Notes on July 21, 2025 following the conclusion of our Tender/Exchange Offer. As of the filing date of this report, we intend to list the New Notes subject to applicable listing requirements, however, we cannot provide any assurances that an active trading market will develop for the New Notes or that you will be able to sell your New Notes. If the New Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. Accordingly, we cannot assure you that a liquid trading market for the New Notes will be sustained, that you will be able to sell your New Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market is not sustained, the liquidity and trading price for the New Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the New Notes for an indefinite period of time. In addition, there may be a limited number of buyers when you decide to sell your New Notes. This may affect the price, if any, offered for your New Notes or your ability to sell your New Notes when desired or at all.

Our issuance of a significant number of additional shares of Class A common stock in connection with any future financings, acquisitions, investments, commercial arrangements, under our stock incentive plans, or otherwise will dilute all other shareholders and our stock price could decline as a result.

In July 2024, we entered into the Common Stock Purchase Agreement with B. Riley Principal II pursuant to which we issued 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 filing.

In 2022, we entered into the ATM Agreement with B. Riley, pursuant to which we issued an aggregate of 4,167,463 shares of Class A common stock through the date of filing.

In December 2023, we entered into the Equity Exchange Agreement with Infinite Reality under 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 February 2024, we entered into the Armistice SPA, pursuant to which we issued 450,300 shares of Class A common stock as SPA Shares, the Pre-Funded Warrant to purchase 810,205 shares of Class A common stock, which has been exercised in full, and the Armistice Warrant to purchase up to 1,260,505 shares of Class A common stock. We may continue to raise capital by selling shares of Class A common stock, or instruments convertible or exercisable for Class A common stock, through future equity offerings.

In addition, we have issued equity compensation pursuant to our 2021 Equity Plan, as amended and restated, and received stockholder approval to increase the number of shares of Class A common stock authorized for issuance thereunder by 1,000,000 at our 2025 annual meeting of stockholders held on June 17, 2025, and have issued 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 9, “Stockholders' Deficit—Equity Interest Payment Agreement,” Note 12 “Related Party Transactions—Equity Interest Payment Agreement” and Note 17, “Subsequent Events—Equity Interest Payment,” and in exchange for our debt pursuant to certain privately negotiated exchange agreements, as described under Note 5, “Debt,” and Note 9, “Stockholders' Deficit,”.

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. Sales of substantial amounts of our Class A common stock in the public market, or the perception that such sales could occur, could materially adversely affect the market price of our Class A common stock.

A significant portion of our total outstanding shares of Class A common stock are or will be registered for resale or will become eligible for resale under Rule 144, and may be sold into the market in the future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of our Class A common stock could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock.

As of the date of this filing, we have registered in a registration statement on Form S-1 up to 7,300,000 shares of Class A common stock issuable pursuant to the Common Stock Purchase Agreement that may be resold from time to time, over a 36-month period commencing on September 24, 2024, by B. 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 Plan, as amended and restated, 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.

As the shares of Class A common stock registered or to be registered pursuant to these registration statements can be freely sold in the public market, the market price of our Class A common stock could decline if the stockholders sell their shares or are perceived by the market as intending to sell them.

In addition, we have issued 180,000 shares of Class A common stock and a one-year warrant to purchase 180,000 shares of Class A common stock to Infinite Reality as restricted securities in private placements under Section 4(a)(2) of the Securities Act, which shares became eligible for resale under Rule 144 under the Securities Act in June 2024, as well as shares of Class A common stock in exchange for our Senior Notes pursuant to certain privately negotiated exchange agreements, as described under Note 5, “Debt,” Note 9, “Stockholders’ Deficit,” and Note 17, “Subsequent Events—Exchange Agreements”.

We have material environmental liabilities, and costs of compliance with existing and new environmental laws could have a material adverse effect on us.

We and our affiliates are subject to extensive environmental regulation by governmental authorities, including the United States Environmental Protection Agency (the “EPA”), and state environmental agencies such as the NYSDEC and/or attorneys general, and have material environmental liabilities, including a coal combustion (“CCR”) residual liability of $17.3 million as of June 30, 2025 and December 31, 2024 associated with the closure of a coal ash point located on the New York Facility property and an environmental liability of $13.4 million as of June 30, 2025 and December 31, 2024 associated with the Lockwood Hills Landfill. 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. 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. The EPA subsequently published revisions to the CCR Rule, effective November 8, 2024 (the “revised CCR regulations”). The revised CCR regulations impose certain compliance and other obligations on certain previously unregulated CCR sites. The revised CCR regulations require, among other things, electric utilities and independent power producers to investigate and identify previously unregulated CCR sites and demonstrate that the sites were closed in accordance with the closure performance standards in the CCR Rule. Pursuant to the revised CCR regulations, the required investigation is conducted in phases, with the Phase 1 facility evaluation report due on February 9, 2026, however, on July 22, 2025, EPA published for public comment a final rule (the “Proposed Final Rule”) providing that owners and operators may opt to submit the required facility evaluation reports for each of Phase 1 and Phase 2 concurrently on the Phase 2 deadline of February 9, 2027 enumerated in the revised CCR regulations. Any required closure obligation would commence on May 8, 2029, which pursuant to the Proposed Final Rule would be extended to August 8, 2030, unless exceptions apply that would defer the closure obligation to a permitting process. In accordance with the revised CCR regulations and the Proposed Final Rule, 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. We make no assurances as to the status of any CCR sites at either facility that could be subject to regulation under the revised CCR regulations.

Additionally, the EPA has recently finalized or proposed several regulatory actions establishing new requirements for control of certain air emissions from certain sources, including electricity generation facilities. In the future, the EPA may also propose and finalize additional regulatory actions that may adversely affect our existing generation facilities or our ability to cost-effectively develop new generation facilities. We can provide no assurance that the currently installed emissions control equipment at the natural gas-fueled generation facilities owned and operated by us will satisfy the requirements under any future EPA or state environmental regulations. Future federal and/or state regulatory actions could require us to install significant additional emissions control equipment, resulting in potentially material costs of compliance for our generation units, including capital expenditures, higher operating and fuel costs, and potential production curtailments. These costs could have a material adverse effect on our results of operations and financial condition.

Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted or become applicable to us or our facilities, and future changes in environmental laws and regulations could occur, including potential regulatory and enforcement developments related to air emissions, all of which could result in significant additional costs beyond those currently contemplated to comply with existing requirements. Any of the foregoing could have a material adverse effect on our results of operations and financial condition.

We may not be able to obtain or maintain all required environmental regulatory approvals. For example, we continue to challenge NYSDEC’s efforts to the renewal of our Title V Air Permit for the continued operation of our natural gas power generation facility in Torrey, New York in administrative and state judicial proceedings. There can be no assurance that our efforts will be successful. If there is a delay in obtaining any required environmental regulatory approvals, if we fail to obtain, maintain, or comply with any such approval, or if an approval is retroactively disallowed or adversely modified, the operation of our generation facilities could be stopped, disrupted, curtailed, or modified or become subject to additional costs. Any such stoppage, disruption, curtailment, modification, or additional costs could have a material adverse effect on our results of operations and financial condition.

In addition, we may be responsible for any on-site liabilities associated with the environmental condition of facilities that we have acquired, leased, developed, or sold, regardless of when the liabilities arose and whether they are now known or unknown. In connection with certain acquisitions and sales of assets, we may obtain, or be required to provide, indemnification against certain environmental liabilities. Another party could, depending on the circumstances, assert an environmental claim against us or fail to meet its indemnification obligation to us. Such event could have an adverse effect on our results of operations and financial condition.