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Riot's Anthropic lease prices failed project debt at 12%

Credited to Rackline · Elizabeth Harding · sec.gov

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Riot Platforms disclosed in its Nov. 4 10-Q that it will reimburse Anthropic for data-center modules at Corsicana only if it first raises financing on market terms it finds reasonably acceptable. The cash path is capped at $4.0 million per megawatt of critical information-technology power actually achieved. If financing is unavailable after commercially reasonable efforts, Riot instead gives Anthropic rent credits that amortize that amount plus interest at 12% a year over the rest of the initial term.

The 12% is not a coupon on Riot borrowing. It is the contractual carry Anthropic earns through lower rent when Riot's financing fails. Module costs fall to Anthropic either way. Cash repayment from Riot happens only if lenders clear on terms Riot accepts.

Riot's Corsicana lease with Anthropic therefore prices a failed project-financing outcome at 12% a year and leaves Anthropic holding module construction-financing risk whenever Riot cannot raise debt on terms it finds acceptable.

Failed project financing turns Riot's module payment into a 12% rent credit

Data-center module terms in Riot's Corsicana lease with Anthropic, effective Nov. 4, 2026

Table: if Riot obtains financing it reimburses Anthropic up to $4.0 million per megawatt, otherwise rent credits amortize that amount plus 12% a year; cap $3.64 billion*.
TermFinancing obtainedFinancing not available
Module reimbursementup to $4.0 million per megawattrent credits that amortize that amount plus interest at 12% a year over the rest of the initial term
Cap at 910 megawatts$3.64 billion*$3.64 billion*
Source: Riot Platforms Form 10-Q for the quarter ended Sept. 30, 2026, filed Nov. 4, 2026, Note 3* Rackline estimate, calculated from Riot's Nov. 4, 2026 10-Q: $3.64 billion is 910 megawatts times $4.0 million. Assumes the full 910 megawatts is achieved.

An earlier Rackline account named the tenant. Riot Corsicana, a wholly owned subsidiary, signed the powered-land lease on Oct. 28, and it became effective Nov. 4 after board and consultant technical-spec approvals. The premises are expected to provide 910 megawatts of critical information-technology load in 40 blocks over three phases, with Phase 1's first block targeted for June 28, 2027, and Phase 3 targeted for July 30, 2028. The initial term runs through the month-end of the 15th anniversary of Phase 3's start, with two five-year extensions at Anthropic's option. Base rent is $130 per kilowatt of delivered capacity a month, rising 3% a year. The lease is triple net, so Anthropic also pays taxes, insurance, site expenses and electricity.

That package is built to look financeable. The same section of the filing documents what happens if financing does not close.

Riot builds and delivers the power and site infrastructure at its own cost and operates the power infrastructure. Anthropic incurs the data-center module costs. Riot's reimbursement of up to $4.0 million per megawatt is measured on critical information-technology power actually achieved, not on capacity planned. At the full 910 megawatts, that cap is $3.64 billion*.

Under the fallback, Riot does not have to repay Anthropic in cash. The obligation becomes a reduction in future rent that pays Anthropic back with a 12% carry. Anthropic recovers through its own rent bill, which ties repayment to staying in the buildings for the remainder of the initial term. Riot's right to end the lease is limited to uncured payment defaults and bankruptcy events.

Delivery risk stays with Riot on a separate track. Capacity more than 60 days late triggers escalating rent credits, capped at 270 days of base rent for undelivered blocks in the phase. If a phase is not delivered within 270 days of its target, Anthropic may terminate that phase on 30 days' notice, subject to Riot's cure right and force-majeure extensions of up to 365 days.

Riot already runs interim debt against its other Anthropic lease. In August, Riot DC Logistics entered a credit facility of up to $573 million, with Morgan Stanley Senior Funding as administrative agent, to buy long-lead equipment for the 191-megawatt Rockdale project. Principal outstanding was $20.8 million at Sept. 30. The facility matures Dec. 31, 2026. Riot says it expects to repay it with long-term project financing and adds that there can be no assurance such financing will arrive on time, on acceptable terms or at all.

The Corsicana 10-Q names no third-party credit support for the module reimbursements. Riot intends to file the full lease as an exhibit to its 2026 annual report with portions omitted. Until Riot closes financing it accepts and pays the cash reimbursements as capacity delivers, Anthropic carries up to $4.0 million per megawatt of module costs and recovers at 12% a year through rent credits. Riot carries the power and site build and the late-delivery exposure. It does not, on the filed contingency, cash-fund Anthropic's modules if lenders do not lend.

That reading fails if Riot launches and closes Corsicana financing on market terms it accepts in time to pay the reimbursements in cash as phases deliver, so the 12% rent-credit path never triggers. The first checkable date is June 28, 2027, the target commence for Phase 1 Block 1. Filings through mid-2027, and the Corsicana Lease exhibit Riot says it will attach to the FY2026 10-K, will show whether closed project financing for the module reimbursements is live or whether the rent-credit path is the economics.

* Rackline estimate, calculated from Riot's Nov. 4, 2026 10-Q: $3.64 billion is 910 megawatts times $4.0 million. Assumes the full 910 megawatts is achieved.

Source · sec.gov

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