VIP 10-K & 10-Q changes, risk factors and insider trading

In evaluating our company and our business, you should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report, including our consolidated financial statements and the related notes and in the section titled "“Management’s Discussion and Analysis of Financial Condition and Results of Operations".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 Annual Report 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 summarized above in this Annual Report 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 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".Statements.”

BecauseManagement has concluded that there is substantial doubt about our ability to continue as a going concern, as our current projected operating cash flows are not sufficient in the longnear term to meetsatisfy our existing long-termshort-term debt obligations, including the October 2026 maturity of certain of our senior unsecured indebtedness, and we may not be successful in our debt restructuring efforts. Accordingly, an investment in our common stock is highly speculative.speculative Holdersand of our common stockinvestors could suffer a total loss of their investment.

We may need to raise additional capital in the future,future includingto, toamong other things, expand our operations andoperations, pursue our growth strategies, to respond to competitive pressures or topressures, meet working capital needs in response to operating losses or unanticipatedreduce workingoutstanding capitaldebt requirements.obligations. 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 growthability to execute on our business plan and adversely affect our existing operations.

If, among other things, the price of bitcoin does not continue its recovery, which has continued during the fourth quarter of 2024 and first quarter of 2025, orimprove, mining economics do not return to increased profitability, or we are unable to generate profits by entering into other potential business ventures, we will continue to incur losses. Such losses could be significant as we incur costs and expenses associated with recent investments and potential future acquisitions, as well as legal and administrative related expenses. While we are closely monitoring our cash balances, cash needs and expense levels, significant expense increases may not be offset by a corresponding increase in revenue or a significant decline in bitcoin prices could significantly impact our financial performance. 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. 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. Holders of our common stock could suffer a total loss of their investment."”

We currently are substantially dependent on our sole hosting services customer to generate most of our revenue, which exposes us to the risk of nonperformance by such customer, whether contractual or otherwise. The nonperformance of our hosting services customer would have a material impact on our liquidity and ability to operate the business. 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. ForSee 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.

We have a single hosting customer in the cryptomining industry, and we remain substantially dependent on this customer. The cryptomining industry is subject to various risks which could adversely affect our customer’s ability to continue to operate theirour businesses,business, including, but not limited to:

The bitcoin reward for successfully uncoveringmining a block most recently halved in April 2024 and will continue to halve againat severalpredetermined timesintervals in the future, and bitcoin value may not adjust to compensate us for the reduction in the rewards we receive from our bitcoin mining efforts.

HalvingBitcoin uses a proof-of-work consensus algorithm in which miners are rewarded with newly minted bitcoin for successfully adding a block to the blockchain. The reward for mining a block is cut in half at predetermined intervals, a mechanismprocess known as “halving,” which is designed to regulate the total supply,supply of bitcoin and mitigate inflation, of cryptocurrencies using a proof of work consensus algorithm. At a predetermined block, the bitcoin mining reward is cut in half, hence the term "halving."inflation. For bitcoin, the reward was initially set at 50 bitcoin currency rewards per block, which was cut in half to 25 on November 28, 2012 at block 210,000, then to 12.5 on July 9, 2016 at block 420,000, and then again to 6.25 on May 11, 2020 at block 630,000.630,000, Theand most recentrecently halvingto for bitcoin occurred3.125 on April 19, 2024 at block 840,000 and the reward was reduced to 3.125.840,000. The next halving is expected to occur in Spring 2028. This process will recurcontinue until the total amount of bitcoin currency rewards issued reaches 21 million, which is expected to occur around the year 2140.

BitcoinHalving reduces the amount of bitcoin miners receive for each successfully mined block, and our revenue from cryptocurrency mining is directly tied to these rewards. Historically, bitcoin’s market price has hadexperienced a history of price fluctuationsvolatility around the halving of its rewards,events, and we can provide no assurance that any future price change will be favorable or would compensate for the reduction in bitcoin mining rewardrewards in connection with a halving. IfIn the award of bitcoin or a proportionate decrease inaddition, bitcoin mining difficultyrevenue doesis affected by network difficulty, which adjusts approximately every 2,016 blocks based on total computational power on the network. If bitcoin prices do not followrise thesesufficiently anticipatedor halvingif events,mining difficulty increases in a way that reduces our share of network rewards, the revenue we earn from our cryptocurrency datacenter operations wouldcould seedecline amaterially, corresponding decrease, and wewhich may notreduce have an adequatethe incentive to continue bitcoin mining.

Any disruption in improving our existing assets for datacenter operations or potentially developing ournew datacenter sites may delay the deployment of our miners, which may adversely affect our results of operations and financial performance.

It may take significant time, expenditure, or effort for us to grow our business, including our cryptocurrency datacenter operations, through acquisitions, and our efforts may not be successful.

The number of bitcoinAI/HPC and other cryptocurrency datacenter companies has greatlysignificantly increased in recent years. As we and other bitcoinAI/HPC or cryptocurrency datacenter companies seek to grow their mining or hosting capacity or access additional sources of electricity to power growing datacenter operations, the acquisition of existingsuitable cryptocurrencyland datacenterwith companiesaccess andto low-cost power or standalone electricity production facilities may become an attractive avenue of growth. 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 bitcoinpowered orland other cryptocurrency datacenter businessesassets or electricity generating power plants. Further attractiveAttractive 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 combinationcombinations or operate targets post-businesspost-acquisition or business combination. 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.

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.

AcquisitionsAcquisitions, including, without limitation, of suitable land with access to low-cost power, are an important element of our growth strategy and the success of any acquisition we make depends in part on our ability to integrate the acquired business or assets and realize anticipated synergies and benefits. 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.

For example, we may encounter challenges in the integration process such as: difficulties associated with managing the resulting larger and more complex company; conforming administrative and corporate structures and standards, controls, procedures and policies, business cultures, hiring and retention of key employees, and compensation and benefits structures,company, coordinating geographically dispersed operations;operations, and our ability to deliver on our strategy going forward.

Further, our existing and any potential future acquisitions may subject us to increased costs and compliance burdens and new liabilities and risks, some of which may be unknown. Although we and our advisors conduct due diligence on the operations of businesses and assets we acquire, we can provide no assurance that we are aware of all liabilities associated with acquired businesses or assets. These liabilities, and any additional risks and uncertainties not known to us or that we may deem immaterial or unlikely to occur at the time of the acquisition, could negatively impact our future business, financial condition, and results of operations.

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. The failure to successfully integrate such businesses or assets could have a material adverse effect on our financial condition and results of operations.

We have experienced turnover in our senior managementoperating team,personnel in 2024 and reduced our employee headcount significantly in 2023 and 2024.2025. 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.

If we fail to execute an effective contingency or succession plan with the loss of any member of management,management theor losssenior ofoperating personnel, such management personnelloss may significantly disrupt our business.business, including our operations and strategic initiatives. Our future success also depends in large part on our ability to attract, retain, and motivate keyour management team and operating personnel. As we continue to develop and expand our operations, we may require personnel with different skills and experiences, andincluding whoindividuals havewith a sound understanding of our business and thecryptocurrency, bitcoinAI industry.and HPC datacenter industries. The market for highly qualified personnel in the industries in which we operate is very competitive, and we may be unable to attract and retain such personnel. IfOur we are unablefailure to attractattract, retain and retaineffectively utilize such personnel,personnel could adversely affect our businessbusiness, couldfinancial becondition harmed.and results of operations.

We may face risks related to labor unionrelations, efforts and employee relations that could lead toincluding increased labor costs, operational constraints, or disruptions toassociated with our operationscollective orbargaining legal challenges.agreement.

Cyber-attacksCyberattacks 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. Our information technology is provided primarily through third partythird-party cloud computing arrangements. Further, our business involves the use, processing, storage and transmission of information about customers, vendors, creditors and employees using such information technology systems. Our ability to effectively operate our business depends on the security, reliability and capacity of these systems.

Like most corporations, we have experienced cyberattacks, including phishing or ransomware attacks, from time to time, and we expect to be the target of such cyberattacks in the future. Failure to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers; viruses; breaches due to employee error or actions; or other disruptions could seriously harm our operations, as well as the operations of our customers and suppliers. 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. In the event of an attack, our costs and any impacted assets may not be partially or fully recoverable. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target, and we may not be able to implement adequate preventative measures. To date, we have not experienced a material cyber-event. However, we have experienced, and expect to continue to experience, these types of cybersecurity threats and risks.

We and our affiliates are subject to extensive environmental regulation by governmental authorities, including the United States Environmental Protection Agency (the "EPA"),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 December 31, 20242025 associated with the closure of a coal ash pointpond located on the New York Facility property and an environmental liability of $13.4$13.7 million as of December 31, 20242025 associated with the Lockwood Hills Landfill. See "“Business—Governmental Regulation—Environmental Liability"” and Note 10, "“Commitments and Contingencies—Environmental Liabilities",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, the EPA finalized federal regulations (the “CCR Rule”) that establish technical requirements for the disposal of CCR. The EPA recentlysubsequently published revisions to the CCR Rule, effective November 8, 2024 (as amended, modified or supplemented, 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. ThePursuant to the revised CCR regulations, the required investigation is conducted in phases, withand owners and operators may opt to submit the required facility evaluation reports for each of Phase 1 and Phase 2 concurrently on the Phase 12 reportdeadline due onof February 9, 2026.2027 enumerated in the revised CCR regulations. Any required closure obligation would commence on MayAugust 8, 2029,2030, 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. 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.

We may not be able to obtain or maintain all required environmental regulatory approvals. For example, although we continuehave toentered challengeinto NYSDEC'sthe effortsStipulation towith NYSDEC regarding the renewal of our Title V Air Permit for the continued operation of our natural gas power generation facility in Torrey,the New York inFacility, such renewal may become the subject of further administrative and state judicial proceedings.proceedings brought by third-party environmental groups. There can be no assurance that our efforts to secure or maintain such approvals 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.

We rely on a well-known U.S. basedU.S.-based third-party digital asset-focused custodian to safeguard our bitcoin, but our holdings are not insured by us orand are not protected by the FDIC or SIPC.

Our Custodian, Coinbase, safeguards our bitcoin using cold storage. The Custodian holds our digital assets and any cash we may choose to custody, though we currently have no cash held with the Custodian and have no plans to do so. Under the Coinbase Prime Broker Agreement, the CustodianCoinbase 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,any, would be placed in "“for benefit of customers"” accounts at U.S. insured depository institutions. Currently, we have no cash held with Coinbase and have no plans to do so. The agreement ensures our digital assets are not commingled with other holdings, other than to facilitate transfers (typically under 12 hours, but never more than 72 hours). While we believe this agreement offers reasonable protections, storing digital assets with any custodian involves risks. If the CustodianCoinbase 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 our bitcoin were deemed part of the Custodian'scustodian’s bankruptcy estate, we could be treated as general unsecured creditors, limiting or delaying our ability to recover assets. While the CustodianCoinbase 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 is lost, stolen, or destroyed, recovery may be limited or unavailable, and any insurance proceeds would likely be insufficient. Losses could materially impact our financial condition and stock value. We currently do not have a backup custodian. If Coinbase were to cease operations or face insolvency, we would need to self-custody our digital assets using cold storage until a suitable replacement is found, which could disrupt our business. In the meantime, our mined bitcoin would continue accumulating in our proprietary wallet. Our limited rights of legal recourse and our lack of insurance protection over our bitcoin expose us and our stockholders to the risk of loss of our bitcoin for which there may be no adequate remedy.

We may not be able to compete effectively against present or future competitors. The bitcoincryptocurrency industryand hasAI/HPC datacenter industries have attracted various high-profile and well-established competitors, some of whom have substantially greater liquidity and financial resources than us. With the limited resources we currently have available, we may experience great difficulties in expanding and improving our network of computerscomputers, datacenter infrastructure or power capacity to remain competitive. In addition, new ways for investors and market participants to investgain inexposure to bitcoin and cryptocurrencies continue to develop.emerge. For example, in January 2024, a decade after initial applications were filed, the SEC approved a series of spot bitcoin exchange-traded products, which have receivedsince billionsattracted of dollars ofsubstantial inflows. We may be adversely affected by competitionCompetition from othersuch methodsfinancial ofproducts,as investingwell in bitcoin. Competitionas from existing and futurepotential competitors,datacenter particularlyoperators, thosecloud thatservice haveproviders accessand toother competitivelyenergy-intensive pricedcomputing energy,companies, could result in our inability to secure acquisitionsacquisitions, partnerships and partnershipspower contracts, and to successfully execute our business plan. In particular, competition for access to low-cost and reliable power, a critical input for both cryptocurrency mining and AI/HPC workloads, may intensify. If we are unable to compete effectively,effectively for such resources or deploy our businessinfrastructure efficiently, our business, financial condition and results of operations could be negatively affected.

Our operating results will depend significantly on the priceeconomics of bitcoin. Specifically, our revenues from our cryptocurrency datacenter operations are based principally on two factors: (1) ourthe amount of bitcoin we are able to mine, including the mining payouts we receive from our third-party mining poolspools, which are based on our proportionate contribution of computational power relative to other participants; and (2) the market price of bitcoin. Accordingly, a decreaseDeclines in the pricefair market value of our bitcoin willholdings resultwould inreduce athe decreasecash invalue we could realize if we sold our revenues.bitcoin, Moreover,which thecould pricenegatively ofimpact bitcoinour has historically been subject to wide swingsliquidity and significantfinancial volatility. This means that our operating results may be subject to significant volatility.position.

You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included herein. Among other things, those financial statements include more detailed information regarding the basis of presentation for the following information. 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. 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.statements and the going concern discussion in Note 2, “Significant Accounting Policies—Going Concern,” in the Notes to Consolidated Financial Statements. You should carefully review the sections titled "“Cautionary Statement Regarding Forward-Looking Statements"” and "“Risk Factors"” in this Annual Report.

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 meetingmeet the increasingly growing power needs of homes and businesses in the region served by our New York Facility.

Our datacenter operations consist of approximately 30,70023,900 miners with approximately 3.32.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 18,20017,000 minersminers, or 1.81.7 EH/s, are associated with datacenter hosting and 12,5006,900 miners, or 1.51 EH/ss, are associated with our cryptocurrency mining. 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.

Results from Continuing Operations

The following table sets forth key components of our results from continuing operations during the years ended December 31, 20242025 and 2023.2024.

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. At December 31, 2024,2025, Greenidge datacenter operations consisted of approximately 30,70023,900 miners with approximately 3.32.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 18,20017,000 miners, or 1.81.7 EH/s, is associated with datacenter hosting and 12,5006,900 miners, or 1.51.0 EH/s, is associated with Greenidge'sGreenidge’s cryptocurrency mining.

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 by $5.2$3.8 million, or 21%,20%, to $19.1$15.2 million during the year ended December 31, 2024.2025.

We estimate that the decrease was primarily driven by the 13% decrease in average hashrate for company owned miners. The decline in average hashrate is attributable to our focus on maximizing profitability by prioritizing operations of our most efficient miners and curtailing operations of less efficient miners during periods of decreased profitability. The 68%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 129%54% increase in the average price of bitcoin year-over-year.year-over-year, as well as a 4% increase in average hashrate in company-owned miners compared to prior year.

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. 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$21.5 million and $39.5$29.8 million in 20242025 and 2023,2024, respectively. This decrease of $9.6$8.4 million was mainly due to thea sale47% of the South Carolina Facilityincrease in theaverage fourthdifficulty quarter of 2023, which accounted forand a $12.4 million25% decrease in hosting revenue.MWhs, Thepartially Newoffset Yorkby Facilitya 54% increase in the average price of bitcoin. We managed approximately 1.2 EH/s of average active hash rate in our hosting revenueservices, increasedwhich byproduced $2.4approximately million,221 primarily due to an additional month of hosting in 2024, as the contract commenced at the end of January 2023.bitcoins.

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,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.

Total cost of revenue, exclusive of depreciation, decreasedincreased $9.9$8.7 million, or 19%,21%, to $41.1$49.8 million during 20242025 as compared to the prior year. We estimate the decreaseincrease is comprisedcomposed of approximately 15% due to higher natural gas costs primarily due to a 47% increase in natural gas prices, as well as a 5% overall increase due to a 9% increase in average emissions cost compared to the following:prior period, as well as a 3% increase due to higher electricity costs compared to the prior period.

•Total payroll and benefits and otherstock employee costscompensation decreased approximately $1.2$0.6 million and $1.1 million, respectively, in 20242025 compared to the prior year, as a result of declines in employee expenses includingrelated to the corporate overhead cost, a decrease in incentive compensation asand resultthe forfeiture of theunvested restructuringstock activities in the prior year to reduce our cost structureoptions;

•Total insurance expense decreased approximately $2.2$2 million in 20242025 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;

•Total legal costs decreased approximately $1.2$0.3 million in 20242025 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 2024,2025 as compared to 20232024; and

GainLoss (gain) on digital assets

Depreciation decreased $0.1$1.7 million, or 1%,12%, to $13.5$11.8 million for the year ended December 31, 20242025 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.base.

As a result of the impairment assessmentassessments conducted toduring evaluatethe futureyears usesended December 31, 2025 and 2024 we recognized impairment charges of thenil remainingand real$0.2 estatemillion, assetsrespectively. inThe Southimpairment Carolinacharge recognized during the year ended December 31, 2023,2024 we recognized impairment charges of $4.0 millionwas associated with long-lived assets to reduce the net book value of our company to fair value. 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",Net,” in the Notes to Consolidated Financial Statements for a further discussion of the impairment.

Operating loss from continuing operations

As a result of the factors described above, operating loss from continuing 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 as compared to $16.9 million for the year ended December 31, 2023.2024.

Total other expense,income (expense), net

During the year ended December 31, 2024,2025, other expense, net decreased $3.7$17.0 million, or 31%,202%, to $8.4other millionincome, net of $8.6 million, primarily due to decreased interest expense and a gain on troubled debt restructuring as a result of the NYDIGprivately negotiated exchange agreements, the public tender/exchange offers and open market debt extinguishment.repurchases, Thisas waswell partiallyas offsetthe byabsence anof impairment of equity securities of $0.9 million and changechanges in fair value of warrant asset ofthat $0.5existed million.in the prior year.

Our effective tax rate for the year ended December 31, 20242025 was 0.35%,(9.96)%, 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. Our effective tax rate for the year ended December 31, 20232024 was 0.0%.0.35%.

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 from continuing operations decreased toof $19.8 million for the year ended December 31, 2024 as compared to $29.0 million for the year ended December 31, 2023.2024.

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.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.

EBITDA from continuing operations and Adjusted EBITDA (loss) from continuing operations

"“EBITDA from continuing operations"” is defined as loss from continuing operationsearnings before taxes, interest, and depreciation and amortization. "“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. 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. 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. However, you should be aware that when evaluating EBITDA from continuing operations and Adjusted EBITDA from continuing operations,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 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.

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. 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 income (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. 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.

On December 31, 2024,2025, we had cash and cash equivalents of $8.6$19.6 million and digital assets of $7.0$6.5 million. To date, we have primarily relied on debt and equity financing to fund our operations, including meeting ongoing working capital needs. TheWe Company hashave historically incurred operating losses and negative cash flows from operations.

WeIf we are unable to complete the PIPE Transaction, we may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, which could materially and theadversely incurrence of additional indebtedness, including the issuance ofaffect our Newfinancial Notes,condition increases the risks we face in meetingand our debtability obligations.to continue as a going concern.

An active trading market for our 10.00% Senior Notes due 2030 (the “New Notes”) may not develop or be sustained, which could limit the market price of the New Notes or noteholders’ ability to sell them.

On April 10, 2026, we issued approximately $1.5 million in aggregate principal amount of New Notes upon completion of our Exchange Offer. The aggregate principal amount of the New Notes outstanding followingas of the Exchangedate Offerof this report is $3.7 million. As previously disclosed, we sought to list the New Notes for trading on the OTC Markets platform and submitted an application to the Financial Industry Regulatory Authority (“FINRA”) for such purpose. FINRA subsequently denied our symbol request based on considerations relating to trade reporting and market structure applicable to the New Notes. As of the filing date of this report, we continue to evaluate alternative pathways to facilitate trading of the New Notes; however, we cannot provide any assurance that the New Notes will become eligible for trading on any market or quotation system, that an active trading market for the New Notes will develop or be sustained, or that holders will be able to sell their New Notes at desired times or prices, or at all. Even if a trading market develops, the New Notes may trade at a discount from their initial offering price depending on a number of factors, including 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 make any assurances that a liquid trading market for the New Notes will be sustained, that noteholders will be able to sell their New Notes at a particular time or that the price they receive when they 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, noteholders 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 noteholders decide to sell their New Notes. This may affect the price, if any, offered for noteholders’ New Notes or their ability to sell their New Notes when desired or at all.

In addition, disputes may arise under our hosting arrangements regarding regarding the interpretation of contractual provisions or the calculation, payment or allocation of revenues, costs or other amounts, including during periods in which hosted mining equipment is curtailed due to unprofitability. For example, on May 1, 2026, NY 1 Mining filed a demand for arbitration with the American Arbitration Association against Greenidge South Carolina relating to the interpretation of the NYDIG Hosting Agreement and a related order, including whether Greenidge South Carolina is required to pay NY 1 Mining a percentage of net profits from the sale of excess energy generated at the New York Facility during periods in which NY 1 Mining’s bitcoin mining machines were curtailed for unprofitability. See Note 17,10, “SubsequentCommitments Eventsand Contingencies—Legal NYDIG Arbitration.Matters.”

Our Class A common stock has recently been subject to Nasdaq delisting proceedings. While we have previously regained compliance with certain Nasdaq listing requirements, there can be no assurance that we will regain or 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. The delisting of our shares could negatively affect us and the price and liquidity of our Class A common stock.

Our ability to maintain the listing of our Class A common stock on Nasdaq depends on our continued compliance with certain Nasdaq listing requirements, including requirements relating to market value of publicly held shares, minimum bid price, corporate governance, audit committee composition and other matters. Compliance with these requirements depends may be affected by factors outside of our control, including market conditions and the trading price of our Class A common stock.

We have previously received notices from the Nasdaq listingListing qualificationsQualifications departmentDepartment regarding noncompliance with certain continued listing requirements and have subsequently regained compliance. Following the resignation of Kenneth Fearn from our Board of Directors and theAudit audit committee of our Board,Committee, effective April 15, 2026, we notified Nasdaq that we were no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the auditAudit committeeCommittee to be comprisedconsist of at least three independent directors. On April 29, 2026, we received a notice from Nasdaq confirming such non-compliance.noncompliance. We intendare tocurrently relyrelying on the cure period provided under Nasdaq Listing Rule 5605(c)(4)(B), pursuant to which we haveare until the earlier of our next annual meeting of stockholders or April 15, 2027required to regain compliance; providedwith that,Nasdaq ifListing ourRule next annual meeting of stockholders is held before October 12, 2026, we must regain compliance5605(c)(2)(A) no later than October 12, 2026. Our Board is in the process of identifying and selecting a new director who qualifies as independent and satisfies the applicable audit committee requirements under Nasdaq rules. However, there can be no assurance that we will be able to appoint a qualified audit committee member within the applicable cure period or that we will otherwise be able to maintain compliance with Nasdaq’s corporate governance or other continued listing requirements in the future.

So long as more than 50% of the voting power for the election of our directors is held by an individual,As a group or anothercontrolled company, we will qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. As of May 12, 2026, Atlas and its affiliates control 68.0% of the voting power of our outstanding capital stock. As a result, we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards and will not be subjecteligible to therely on exemptions from 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 boardBoard either by a majority of the independent directors or a nominating committee comprised solely of independent directors. BecauseTo the extent we currentlyrely areon athese “controlled company,”exemptions, our stockholders maywill not havereceive thesethe same corporate governance protections that are available to stockholders of companies thatsubject areto notall controlledof companies.Nasdaq’s governance requirements.

Upon the automatic conversion of all Class B common stock into Class A common stock, which is expected to occur in September 2026, Atlas and its affiliates’ voting power is expected to fall below 50%, and we anticipate that we will no longer qualify as a “controlled company” under Nasdaq rules. At that time, we would be required to comply with all corporate governance requirements applicable to non-controlled companies, including those noted above. If we fail to comply with suchthese corporate governance requirements within the applicable transition periods or cure periods, our Class A common stock could become subject to Nasdaq deficiency notices or delisting proceedings, which could adversely affect the trading price and liquidity of our Class A common stock and result in reputational harm.

The following discussion should be read together with the audited financial statements and the related notes thereto of Vulcan Infrastructure and Power Inc. (formerly Greenidge Generation Holdings Inc.,Inc.), together with its consolidated subsidiaries (“GreenidgeVulcan” or the “Company”), for the years ended December 31, 2025 and 2024 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 MarchJune 31,30, 2026 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’sVulcan’s Annual Report on Form 10-K for the year ended December 31, 2025 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,Vulcan,“ “the Company,” “we,” “us” and “our” refer to GreenidgeVulcan GenerationInfrastructure Holdingsand Power Inc. together with its consolidated subsidiaries. You should carefully read “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We currentlyhave build,historically maintainbuilt, maintained and operateoperated datacenters focused on bitcoin mining, alongtogether with related power generation and electric infrastructure. We are increasinglypursuing a transition to a power and infrastructure platform focused on leveragingacquiring, our power generation assets, grid interconnection rightsdeveloping and datacenteroperating developmentenergized expertisesites to supportsupporting AI and HPC workloads,datacenters whichand welocal believeelectricity represent a significant long-term growth opportunity.grids.

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 also own a 34-acre greenfield site in Columbus, Mississippi, which we expect will provide access to 40 MW of datacenter capacity by the firstthird quarter of 2027. Additionally, we have 7.5 MW of self-mining capacity in North Dakota (the “North Dakota Facility”) 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 a facility in Mississippi prior to the sale of such facility on September 16, 2025.

We generate revenue from three primary sources: (1) datacenterpower hosting,and capacity, (2) cryptocurrencydatacenter mining,hosting, and (3) powercryptocurrency and capacity.mining.

Results from Operations - Three Months Ended MarchJune 31,30, 2026

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 MarchJune 31,30, 2026 versus the three months ended MarchJune 31,30, 2025, unless otherwise specified.

The following table provides a summary of key metrics related to the three months ended MarchJune 31,30, 2026 and 2025.

During the three months ended March 31, 2026 we increased power and capacity utilization, as measured in megawatt-hours (“MWhs”), due to favorable power and capacity economics, while reducing MWhs dedicated to datacenter hosting services and cryptocurrency mining. At MarchJune 31,30, 2026, our datacenter operations consisted of approximately 23,500 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, were associated with our datacenter hosting and 6,500 miners, or 1 EH/s, were associated with our cryptocurrency mining.

We estimate that approximately 37%36% of the decrease was attributable to a 27%10% increase in the global bitcoin mining difficulty factor, combined with ana 18%27% decrease in the average price of Bitcoin.bitcoin. Approximately 21%24% of the overall revenue decrease was attributable to a 32%37% decrease in self-mining hashrate due ourto strategicthe decisionextended plant shutdown and the sale of the Mississippi site which contributed to allocate61% additional power generation capacity and MWhs to power sales, as power market economics were more favorable than cryptocurrency mining inof the firstoverall quartermegawatt ofhours 2026.(“MWh”) Bitcoindecrease mining difficulty was 27% higher compared tofrom 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 18% lower than the prior year.period.

At MarchJune 31,30, 2026, the miners associated with our cryptocurrency mining were comprised as follows:

As of MarchJune 31,30, 2026, our fleet of miners ranged in age from 11.3 to 4.64.8 years and had an average age of approximately 2.52.8 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 MarchJune 31,30, 2026, 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 20.8 J/TH. The costs of cryptocurrency mining revenue were elevated during the three months ended June 30, 2026 due to costs incurrent in connection with the extended Dresden outage and the impact of reduced self-mining activity during the outage. We expect that the maintenance, upgrades and repairs completed during the extended outage will support the Dresden plant’s operating reliability and uptime going forward. Until all or a portion of Dresden capacity is deployed for an AI or HPC customer, cryptocurrency mining provides a flexible means of monetizing available power capacity during periods when prevailing input costs and other mining economics are favorable.

The table below presents the average cost of mining each bitcoin for the three months ended MarchJune 31,30, 2026 and 2025:

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 $0.4 million for the three months ended MarchJune 31,30, 2026 and $5.8$6.0 million for the three months ended MarchJune 31,30, 2025. This decrease of $5.5$5.6 million was primarily due to a 27% increase in average difficulty and a 90%91% decrease in hosting MWhs, as well as ana 18%27% decrease in the average price of bitcoin. We managed approximately 0.1 EH/s of average active hash rate in our hosting services, which produced approximately 4 bitcoins. The decrease in hosting MWhs resulted from increased curtailment of the hosted miner fleet, which consisted largely of older-generation miners, as hosting economics becamewere lessnot favorable during the period.

Total cost of revenue, exclusive of depreciation and amortization, increaseddecreased by $2.1$3.7 million, or 14%,31%, to $17.1$8.2 million during the three months ended MarchJune 31,30, 2026, compared to the prior-year period. We estimate that the increasedecrease was driven primarily by an approximately 12%24% reduction attributable to higherlower natural gas costscosts, of which 57% was due to the lower usage of the plant combined with a 10% reduction in average prices, and approximately 10% attributable to increased plant repairs and maintenance, including switchgear replacement for equipment damaged in a fire in November 2025. These increases were partially offset byan approximately 3%7% reduction attributable to a decreaselower insales electricitytax expenses,expense, reflectingas the cessationsecond quarter of cryptocurrency2025 miningincluded activitiessales intax Mississippiexpense resulting from a sales tax audit that did not occur in the firstcurrent quarterquarter. These decreases were offset by incremental repair and maintenance costs of 2026,$2.2 approximatelymillion 3% attributablerelated to athe decreaseswitchgear that malfunctioned in emissionsNovember pricing, and approximately 3% attributable to decreases in other cost of sales.2025.

Selling, general and administrative expenses increased by $1.1$0.8 million, or 41%,26%, to $3.9 million for the three months ended MarchJune 31,30, 2026, compared to the prior-year period. The main drivers of the increase in selling, general and administrative expenses were:

•An increase of approximately $0.4$0.2 million in professional fees, consisting of a $0.2 million increase in audit fees primarily duedriven toby timing, a $0.1 millionan increase in legal costs inrelated connection with administrative proceeds regardingto the Titlefiling Vof Airour Permit,registration andstatement aon $0.1Form million increase in other professional fees.S-3;

Depreciation and amortization expense decreased by $0.5$2.1 million, or 15%,65%, to $2.7$1.1 million for the three months ended MarchJune 31,30, 2026, 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 an unrealizeda loss on digital assets of $1.6$1.1 million for the three months ended MarchJune 31,30, 20262026, which comprised a $1.0 million unrealized loss on digital assets held in treasury as a result of a decrease in the closing price of bitcoin during the quarter and a $0.1 million realized loss on sales of bitcoin during the quarter. We recognized a lossgain on digital assets of $1.0$2.1 million for the three months ended MarchJune 31,30, 2025, which consisted of a $1.2$1.6 million unrealized lossgain on bitcoin held in treasury, partiallyand offset by a $0.2$0.5 million realized gain on sale of bitcoin during the quarter.

Loss (gain) on sale of assets

We recognized a lossgain on the sale of assets of $0.06$1.2 million for the three months ended MarchJune 31,30, 2026 as a result of selling minersemissions and other long-lived assets during the quarter.credits. We recognized a loss of $0.14$0.2 million on the sale of assets during the three months ended MarchJune 31,30, 2025.

As a result of the factors described above, we reported operating loss for the three months ended MarchJune 31,30, 2026 of $4.6$9.6 million, compared to an operating loss of $2.4$3.4 million in the three months ended MarchJune 31,30, 2025.

During the three months ended MarchJune 31,30, 2026, total other expense, net, decreased by $3.2$0.5 million, or 99%,66%, to $—$0.3 million, primarily due to a decrease of approximately $2.7$0.5 million decrease in interest expense on long-term debt as a result of troubled debt restructuring, as well as a decrease of $0.3 million due to the loss in connection with the liquidation of our former foreign subsidiary in the first quarter of 2025.restructuring.

Our effective tax rate for the three months ended MarchJune 31,30, 2026 and 2025 was 0% and 0%,1%, respectively, 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.

As a result of the factors described above, we recognized a net loss of $4.6$9.9 million for the three months ended MarchJune 31,30, 2026, compared to a net loss of $5.6$4.1 million for the three months ended MarchJune 31,30, 2025.

“EBITDA” is defined as earnings before taxes, interest, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation and other special items determined by management, including, but not limited to businessgains expansionor costs,losses impairmentson sales of long-lived assets, remeasurementsettlements of environmentalrelated liabilitiesparty liabilities, contract pricing settlements and restructuringswitchgear repairs, as they are not indicative of business operations. 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. 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.