Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows, and equity as set forth herein and in Part I, Item 1A. Risk Factors of our 2025 Annual Report. There have been no material changes, other than the amendment below, to the risk factors set forth in our 2025 Annual Report. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, financial condition, results of operations, cash flows, and equity. The following risk factor supersedes the similar risk factor previously disclosed in our 2025 Annual Report. 54 Table of Contents We are dependent on our electrical distribution provider, grid operator, and regulators for access to power, and we face electricity market risks relating to changes in laws, regulations, and market requirements that could have a material adverse effect on our financial condition, results of operations, and cash flows. ​ Our access to power is dependent on our electrical distribution providers, grid operators, and regulators, which collectively manage whether our operations are performing in accordance with market rules, requirements, and regulations. PUCT, ERCOT, and Oncor collectively oversee the regulatory, administrative, and delivery aspects of our power supply in Texas; MISO and Big Rivers Electric Corporation oversee our power supply at our Commerce site in Kentucky. Tennessee Valley Authority oversees the delivery and regulation of the power supply at our Blue Steel site in Kentucky. Regulatory scrutiny of bitcoin mining facilities and their energy consumption has intensified as the industry has grown, along with heightened focus more broadly on the energy and environmental impacts of data center services. This scrutiny, in addition to increasing pressure at the federal level from the Federal Energy Regulatory Commission and the North American Electric Reliability Corporation, has led, and may continue to lead, to new governmental measures regulating, restricting, or prohibiting the use of electricity by data centers and bitcoin mining operators, or increasing power costs for these types of consumers. As the primary Texas grid operator, ERCOT is responsible for monitoring and testing market participants, including the Rockdale Facility and the Corsicana Facility, to assess their impact on grid reliability. In April 2022, ERCOT established a task force to review the participation of large flexible loads, including bitcoin mining facilities and data centers, in the ERCOT market, tasked with developing policy recommendations concerning network planning, market operations, and the interconnection processes for large flexible loads. We are periodically tested and monitored and have experienced curtailment of power through this testing process based on instructions from Oncor and ERCOT. If ERCOT determines that our data centers’ substantial power usage negatively affects grid reliability, it could issue a curtailment order, requiring us to reduce or cease our power use immediately, and our power supply in Texas could be partially or fully curtailed. More recently, in 2025, the Texas legislature enacted Senate Bill (“SB”) 6 to support ERCOT’s grid reliability by, among other things, proposing minimum transmission rates on certain large loads and removing “phantom loads” from the interconnection queue to improve the accuracy of future load growth projections. SB 6 requires the PUCT and ERCOT to create new processes and impose new requirements for the interconnection of facilities with large electrical loads of at least 75 MW, requires security-type payments as part of the initial interconnection request, and creates a new approval requirement for co-locating generation with large loads. Under the initial batch study rules recently adopted to implement SB 6, which remain subject to change, (PUCT Project No. 58481), an interconnecting large load entity (“ILLE”) seeking new or modified interconnection is divided into three categories: base load, studied/allocated load, or excluded from Batch Zero pending a future study process. Depending on the eligibility category, an ILLE may be required to hold sufficient property interest and post financial security for system upgrades (ranging from $0 if no upgrades are required, to an estimated cost based on applicable study results, to a flat fee of $50,000 per MW of peak demand where transmission improvement costs cannot be determined). An ILLE must also pay an interconnection fee, satisfy all direct interconnection costs in full through contribution in aid of construction (CIAC) with no standard utility offset, and comply with additional study, disclosure, and interim-agreement requirements. On August 3, 2026, Texas Governor Abbott directed the PUCT and ERCOT to conduct a comprehensive audit of all data center projects advancing through ERCOT's interconnection process and to complete that audit before any such project may proceed; projects that fail to meet PUCT and ERCOT requirements or applicable state law will be denied grid interconnection. The directive also requires the collection of project-level information regarding each project's use of public financial incentives, reliance on the ERCOT grid versus on-site generation, and use of community water supplies. The PUCT Commissioners are scheduled to hold an Open Meeting on August 14, 2026 to discuss related policy issues, including ERCOT's audit and information-collection plans. Because certain of our Texas data center projects are advancing through the ERCOT interconnection process, these actions could delay or prevent interconnection of those projects, increase our costs, reduce expected incentives, and have a material adverse effect on our business and results of operations. SB 6 also requires the PUCT to amend its wholesale transmission cost-allocation rules by December 31, 2026, and the PUCT is considering measures that could require large loads such as our facilities to bear a greater share of transmission system upgrade costs, to pay minimum demand charges based on contracted peak demand for a period of 20 years, and to move from the current four coincident peak (“4CP”) cost-allocation methodology to a new 12CP cost-allocation methodology. If adopted, these measures could materially increase our transmission-related charges and limit our ability to manage power costs through demand-response and 4CP-avoidance strategies on which we have historically relied. SB 6 further directs ERCOT and the PUCT to establish curtailment and demand-management obligations for large loads, including protocols to curtail large loads interconnected at transmission voltage after December 31, 2025, during firm load-shed events and a reliability service under which ERCOT may procure demand reductions from large loads and deploy them on short notice during emergency grid conditions, any of which could require us to reduce or suspend operations with limited advance notice. ERCOT has also amended, and continues to evaluate, its processes for interconnecting large electrical loads, including a process announced in December 2025 that will batch multiple large load interconnection requests together to evaluate system impacts on a portfolio basis for transmission planning purposes. Separately, ERCOT has adopted new voltage and frequency 55 Table of Contents ride-through requirements applicable to large computational loads (generally defined as loads of at least 75 MW where 50% or more of the demand is computational, such as data centers and bitcoin mining facilities), a category that includes our data center facilities, through Nodal Operating Guide Revision Request (“NOGRR”) 282 and the companion Nodal Protocol Revision Request (“NPRR”) 1308. NOGRR 282 and NPRR 1308 were approved by the PUCT and are scheduled to become effective on August 1, 2026. These requirements, among other things, raise the high-frequency ride-through threshold applicable to large loads to 63.0 Hz and extend dynamic modeling requirements to large loads, and may require us to install additional equipment, modify our facilities, and demonstrate specified ride-through capabilities designed to ensure our facilities remain connected to, and do not destabilize, the ERCOT grid during frequency or voltage disturbances. These requirements provide an exemption for large computational loads that were operational, or had received ERCOT’s written approval to energize (or had signed an interconnection agreement or received notice to proceed), on or before November 14, 2025, subject to specified conditions; we can provide no assurance that our Rockdale Facility, our Corsicana Facility, or any expansion capacity will qualify for this exemption, and to the extent they do not, we may incur significant costs to achieve and demonstrate compliance. These developments, together with potential requirements relating to grid stability, voltage ride-through, frequency ride-through, and curtailment obligations, could increase our costs, delay our project timelines, or impose additional operational constraints. In 2024, the PUCT also required operators of large virtual currency mining operations connected to the grid to register their facilities with the PUCT. If we cannot secure adequate electrical power, whether due to transmission or distribution system reliability curtailments, new interconnection requirements, increased costs, or other regulatory constraints, we may be forced to reduce or shut down our operations, which would have a material adverse effect on our business, prospects, financial condition, and operating results and, consequently, an investment in our securities.